Camden Property Trust 10-Q 2021-09-30

Filed 2021-10-29. 8 sections, 184K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission file number: 1-12110

CAMDEN PROPERTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

TX76-6088377
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
11 Greenway Plaza, Suite 2400Houston,Texas77046
(Address of principal executive offices)(Zip Code)

(713) 354-2500

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Shares of Beneficial Interest, $.01 par valueCPTNYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", and "small reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated FilerýAccelerated filer☐
Non-accelerated filer¨Smaller Reporting Company☐
Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

On October 22, 2021, 102,197,283 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

CAMDEN PROPERTY TRUST

Table of Contents

Page
PART IFINANCIAL INFORMATION1
Item 1Financial Statements1
Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2021 and December 31, 20201
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 20202
Condensed Consolidated Statements of Equity (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 20203
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2021 and 20207
Notes to Condensed Consolidated Financial Statements (Unaudited)8
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations19
Item 3Quantitative and Qualitative Disclosures About Market Risk33
Item 4Controls and Procedures33
PART IIOTHER INFORMATION34
Item 1Legal Proceedings34
Item 1ARisk Factors34
Item 2Unregistered Sales of Equity Securities and Use of Proceeds34
Item 3Defaults Upon Senior Securities34
Item 4Mine Safety Disclosures34
Item 5Other Information34
Item 6Exhibits35
SIGNATURES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except per share amounts)September 30, 2021December 31, 2020
Assets
Real estate assets, at cost
Land$1,317,431$1,225,214
Buildings and improvements8,536,6207,763,748
$9,854,051$8,988,962
Accumulated depreciation(3,319,206)(3,034,186)
Net operating real estate assets$6,534,845$5,954,776
Properties under development, including land428,622564,215
Investments in joint ventures17,78818,994
Total real estate assets$6,981,255$6,537,985
Accounts receivable – affiliates18,68620,158
Other assets, net252,079216,276
Cash and cash equivalents428,226420,441
Restricted cash5,3214,092
Total assets$7,685,567$7,198,952
Liabilities and equity
Liabilities
Unsecured notes payable$3,169,428$3,166,625
Accounts payable and accrued expenses191,648175,608
Accrued real estate taxes88,11666,156
Distributions payable87,91984,147
Other liabilities194,634189,829
Total liabilities$3,731,745$3,682,365
Commitments and contingencies (Note 11)
Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 113,590 and 109,110 issued; 111,437 and 106,860 outstanding at September 30, 2021 and December 31, 2020, respectively1,1141,069
Additional paid-in capital5,180,7834,581,710
Distributions in excess of net income attributable to common shareholders(954,880)(791,079)
Treasury shares, at cost (9,239 and 9,442 common shares at September 30, 2021 and December 31, 2020, respectively)(334,066)(341,412)
Accumulated other comprehensive loss(4,266)(5,383)
Total common equity$3,888,685$3,444,905
Non-controlling interests65,13771,682
Total equity$3,953,822$3,516,587
Total liabilities and equity$7,685,567$7,198,952

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except per share amounts)2021202020212020
Property revenues$294,130$265,721$838,221$782,283
Property expenses
Property operating and maintenance$71,337$65,191$200,360$189,788
Real estate taxes38,73135,861113,611105,081
Total property expenses$110,068$101,052$313,971$294,869
Non-property income
Fee and asset management$3,248$2,542$7,717$7,449
Interest and other income4431,9481,0322,602
Income/(loss) on deferred compensation plans(843)5,0719,1831,646
Total non-property income$2,848$9,561$17,932$11,697
Other expenses
Property management$6,640$5,894$19,200$18,360
Fee and asset management1,1591,0183,3102,681
General and administrative14,96012,72644,42840,350
Interest24,98724,26572,71567,454
Depreciation and amortization111,46290,575304,189275,237
Expense/(benefit) on deferred compensation plans(843)5,0719,1831,646
Total other expenses$158,365$139,549$453,025$405,728
Gain on sale of land———382
Equity in income of joint ventures2,5402,1546,6525,909
Income from continuing operations before income taxes$31,085$36,835$95,809$99,674
Income tax expense(480)(615)(1,292)(1,476)
Net income$30,605$36,220$94,517$98,198
Less income allocated to non-controlling interests(1,122)(1,263)(3,508)(3,480)
Net income attributable to common shareholders$29,483$34,957$91,009$94,718

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this report, as well as Part I, Item 1A, "Risk Factors" within our Annual Report on Form 10-K for the year ended December 31, 2020. Historical results and trends which might appear in the condensed consolidated financial statements should not be interpreted as being indicative of future operations.

We consider portions of this report to be "forward-looking" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to our expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions, or other items relating to the future; forward-looking statements are not guarantees of future performance, results, or events. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance our expectations will be achieved. Any statements contained herein which are not statements of historical fact should be deemed forward-looking statements. Reliance should not be placed on these forward-looking statements as these statements are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.

Factors which may cause our actual results or performance to differ materially from those contemplated by forward-looking statements include, but are not limited to, the following:

  • Volatility in capital and credit markets, or other unfavorable changes in economic conditions, either nationally or regionally in one or more of the markets in which we operate, could adversely impact us;

  • Short-term leases could expose us to the effects of declining market rents;

  • Competition could limit our ability to lease apartments or increase or maintain rental income;

  • We could be negatively impacted by the risks associated with land holdings and related activities;

  • The ongoing pandemic and measures intended to prevent its spread and impact have and could continue to have a material adverse effect on our business, results of operations, cash flows, and financial condition;

  • Development, redevelopment and construction risks could impact our profitability;

  • We could be impacted by our investments through joint ventures and investment funds which involve risks not present in investments in which we are the sole investor;

  • Our acquisition strategy may not produce the cash flows expected;

  • Changes in rent control or rent stabilization laws and regulations could adversely affect our operations and property value;

  • Failure to qualify as a REIT could have adverse consequences;

  • Tax laws may continue to change at any time and any such legislative or other actions could have a negative effect on us;

  • A cybersecurity incident and other technology disruptions could negatively impact our business;

  • We have significant debt, which could have adverse consequences;

  • Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders;

  • Issuances of additional debt may adversely impact our financial condition;

  • We may be unable to renew, repay, or refinance our outstanding debt;

  • Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distribution to our shareholders, and decrease our share price, if investors seek higher yields through other investments;

  • Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets;

  • We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined;

  • Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders;

  • The form, timing and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations;

  • Competition could adversely affect our ability to acquire properties;

  • Litigation risks could affect our business;

  • Damage from catastrophic weather and other natural events could result in losses; and

  • We could be adversely impacted due to our share price fluctuations.

These forward-looking statements represent our estimates and assumptions as of the date of this report, and we assume no obligation to update or supplement forward-looking statements because of subsequent events.

Executive Summary

Camden Property Trust and all consolidated subsidiaries are primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. We focus on investing in markets characterized by high-growth economic conditions, strong employment, and attractive quality of life which we believe leads to higher demand for our apartments and retention of our residents. As of September 30, 2021, we owned interests in, operated, or were developing 178 multifamily properties comprised of 60,587 apartment homes across the United States. In addition, we own other land holdings which we may develop into multifamily apartment communities in the future.

Business Environment and Current Outlook

As a result of the pandemic, we believe the multifamily industry market conditions in which we operate have been challenging but continue to show signs of improvement. During the three months ended September 30, 2021, our results reflect an increase in same store revenues of approximately 5.1% as compared to the same period in 2020. The increase was primarily due to higher average rental rates and increased occupancy which we believe was primarily attributable to improving job growth, favorable demographics with a higher propensity to rent versus buy, higher demand for multifamily housing in our markets, and a manageable supply of new multifamily housing.

We currently believe U.S. economic and employment growth are likely to continue during 2021 and the supply of multifamily homes will remain at manageable levels. If economic conditions were to worsen, our operating results could be adversely affected.

Consolidated Results

Net income attributable to common shareholders was $29.5 million and $35.0 million for the three months ended September 30, 2021 and 2020, respectively, and $91.0 and $94.7 million for the nine months ended September 30, 2021 and 2020, respectively.

The $5.5 million and $3.7 million decreases during the three and nine months ended September 30, 2021 as compared to the prior periods in 2020 were primarily due to higher depreciation expense related to the acquisition of three operating properties in June 2021 and August 2021. The decreases were also due to higher general and administration expenses and increases in property management, interest and fee and asset management expenses. These decreases were partially offset by increases in property operations due to the growth attributable to our same store, non-same store which includes three acquisitions discussed below, and development and lease-up communities, and increases in asset management income and equity in earnings. The decrease for the nine months ended September 30, 2021, was also partially offset by the $13.6 million Pandemic Related impact incurred in 2020. See further discussion of our 2021 operations as compared to 2020 in "Results of Operations," below.

Construction Activity

At September 30, 2021, we had a total of six properties under construction comprising 1,905 apartment homes. Initial occupancies of these six properties are currently scheduled to occur within the next 21 months. As of September 30, 2021, w

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

No material changes to our exposures to market risk have occurred since our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Securities Exchange Act ("Exchange Act") Rules 13a-15(e) and 15d-15(e). Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded the disclosure controls and procedures as of the end of the period covered by this report are effective to ensure information required to be disclosed by us in our Exchange Act filings is accurately recorded, processed, summarized, and reported within the periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and

communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls. There were no changes in our internal control over financial reporting (identified in connection with the evaluation required by paragraph (d) in Rules 13a-15 and 15d-15 under the Exchange Act) during our most recent fiscal quarter which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

There have been no material changes to the Risk Factors previously disclosed in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of our equity securities for the three months ended September 30, 2021.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

(a) Exhibits
10.1Form of Distribution Agency Agreement, dated August 2, 2021, among Camden Property Trust, Deutsche Bank Securities Inc. and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 1.1 to the Company's current Report on Form 8-K filed on August 2, 2021 (File No. 1-12110))
10.2Form of Distribution Agency Agreement, dated August 2, 2021, between Camden Property Trust and Regions Securities LLC (incorporated by reference to Exhibit 1.2 to the Company's current Report on Form 8-K filed on August 2, 2021 (File No. 1-12110))
10.3Form of Distribution Agency Agreement, dated August 2, 2021, among Camden Property Trust, Scotia Capital (USA) Inc. and The Bank of Nova Scotia (incorporated by reference to Exhibit 1.3 to the Company's current Report on Form 8-K filed on August 2, 2021 (File No. 1-12110))
10.4Form of Distribution Agency Agreement, dated August 2, 2021, among Camden Property Trust, TD Securities (USA) LLC and The Toronto-Dominion Bank (incorporated by reference to Exhibit 1.4 to the Company's current Report on Form 8-K filed on August 2, 2021 (File No. 1-12110))
*31.1Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated October 29, 2021
*31.2Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated October 29, 2021
*32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002
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  • Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.

CAMDEN PROPERTY TRUST
/s/ Michael P. GallagherOctober 29, 2021
Michael P. GallagherDate
Senior Vice President – Chief Accounting Officer