Camden Property Trust 10-Q 2024-03-31

Filed 2024-05-03. 8 sections, 163K 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 March 31, 2024

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 April 26, 2024, 106,535,189 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 March 31, 2024 and December 31, 20231
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2024 and 20232
Condensed Consolidated Statements of Equity (Unaudited) for the Three Months Ended March 31, 2024 and 20233
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2024 and 20235
Notes to Condensed Consolidated Financial Statements (Unaudited)6
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations18
Item 3Quantitative and Qualitative Disclosures About Market Risk30
Item 4Controls and Procedures30
PART IIOTHER INFORMATION30
Item 1Legal Proceedings30
Item 1ARisk Factors30
Item 2Unregistered Sales of Equity Securities and Use of Proceeds30
Item 3Defaults Upon Senior Securities30
Item 4Mine Safety Disclosures31
Item 5Other Information31
Item 6Exhibits32
SIGNATURES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share amounts)March 31, 2024December 31, 2023
Assets
Real estate assets, at cost
Land$1,706,983$1,711,873
Buildings and improvements11,014,44010,993,390
$12,721,423$12,705,263
Accumulated depreciation(4,439,710)(4,332,524)
Net operating real estate assets$8,281,713$8,372,739
Properties under development, including land477,481486,864
Total real estate assets$8,759,194$8,859,603
Accounts receivable – affiliates10,35011,905
Other assets, net233,137244,182
Cash and cash equivalents92,693259,686
Restricted cash8,2308,361
Total assets$9,103,604$9,383,737
Liabilities and equity
Liabilities
Notes Payable
Unsecured$3,223,285$3,385,309
Secured330,184330,127
Accounts payable and accrued expenses213,896222,599
Accrued real estate taxes46,61296,517
Distributions payable113,556110,427
Other liabilities182,443186,987
Total liabilities$4,109,976$4,331,966
Commitments and contingencies (Note 10)
Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000,000 shares authorized; 117,737,729 and 117,737,712 issued; 115,661,048 and 115,640,369 outstanding at March 31, 2024 and December 31, 2023, respectively1,1571,156
Additional paid-in capital5,919,8515,914,868
Distributions in excess of net income attributable to common shareholders(641,663)(613,651)
Treasury shares, at cost (9,083,403 and 8,859,556 common shares at March 31, 2024 and December 31, 2023, respectively)(356,880)(320,364)
Accumulated other comprehensive loss(78)(1,252)
Total common equity$4,922,387$4,980,757
Non-controlling interests71,24171,014
Total equity$4,993,628$5,051,771
Total liabilities and equity$9,103,604$9,383,737

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended March 31,
(in thousands, except per share amounts)20242023
Property revenues$383,141$378,163
Property expenses
Property operating and maintenance89,04485,285
Real estate taxes49,50149,396
Total property expenses$138,545$134,681
Non-property income
Fee and asset management$1,284$578
Interest and other income1,76862
Income on deferred compensation plans5,8195,912
Total non-property income$8,871$6,552
Other expenses
Property management$9,394$8,297
Fee and asset management443413
General and administrative16,69315,356
Interest32,53732,843
Depreciation and amortization144,802142,444
Expense on deferred compensation plans5,8195,912
Total other expenses$209,688$205,265
Loss on early retirement of debt(921)—
Gain on sale of operating property43,806—
Income from continuing operations before income taxes$86,664$44,769
Income tax expense(905)(1,150)
Net income$85,759$43,619
Less income allocated to non-controlling interests(1,870)(1,702)
Net income attributable to common shareholders$83,889$41,917
Earnings per share – basic$0.77$0.39

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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, 2023. 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;

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

  • 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 values;

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

  • Tax laws could 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 could be unable to renew, repay, or refinance our outstanding debt;

  • Rising interest rates could increase our borrowing costs, lower the value of our real estate, and decrease our share price, leading investors to 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;

  • 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;

  • Environmental, social, and governance factors may impose additional costs and/or expose us to new risks;

  • Litigation risks could affect our business;

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

  • Competition could adversely affect our ability to acquire properties; 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, reposition, 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 March 31, 2024, we owned interests in, operated, or were developing 175 multifamily properties comprised of 59,227 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

During the three months ended March 31, 2024, our results reflect an increase in same store revenues of approximately 2.5% as compared to the same period in 2023. The increase was primarily due to higher average rental rates, which we believe was primarily attributable to job growth, favorable demographics with a higher propensity to rent versus buy, continued demand for multifamily housing in our markets, and a manageable supply of new multifamily housing.

We believe the levels of new multifamily supply in the submarkets and asset classes in which we operate are elevated in 2024, but should be met with continued demand to absorb these new deliveries. However, if this were to change or other economic conditions were to worsen, our operating results could be adversely affected.

Consolidated Results

Net income attributable to common shareholders was $83.9 million and $41.9 million for the three months ended March 31, 2024 and 2023, respectively. The $42.0 million increase during the three months ended March 31, 2024 as compared to the same period in 2023 was primarily due to a $43.8 million gain on sale of one operating property recognized during the three months ended March 31, 2024, partially offset by a $0.9 million loss on the early retirement of debt. See further discussion of our 2024 operations as compared to 2023 in "Results of Operations," below.

Construction Activity

At March 31, 2024, we had a total of four properties under construction comprising 1,166 apartment homes. As of March 31, 2024, we estimated the total additional cost to complete the construction of these four properties is approximately $97.4 million.

Dispositions

Operating property: In February 2024, we sold one operating property comprised of 592 apartment homes located in Atlanta, Georgia for approximately $115.0 million and recognized a gain of approximately $43.8 million.

Other

In January 2024, we issued $400.0 million of 4.90% senior unsecured notes due January 15, 2034. We utilized a portion of the net proceeds from these notes to repay the outstanding balance on our $300.0 million, 6.21% unsecured term loan due in August 2024. As a result of the early repayment, we expensed approximately $0.9 million of unamortized loan costs, which are reflected in the loss on early retirement of debt in our condensed consolidated statements of income and comprehensive income.

In January 2024, we utilized cash on hand to repay the principal amount of our 4.36% senior unsecured notes payable, which matured on January 15, 2024, for a total of $250.0 million, plus accrued interest.

During the first quarter of 2024, we repurchased 471,282 common shares at an average price of $96.91 per share for approximately $45.7 million under our share repurchase plan. In April 2024, we repurchased 44,692 common share

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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, 2023.

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

For a discussion of our potential risks and uncertainties, see the risk factor below and those presented in our Annual Report on Form 10-K, Part 1, Item 1A, for the year ended December 31, 2023.

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

We made the following share repurchases during the three months ended March 31, 2024:

ISSUER PURCHASES OF EQUITY SECURITIES

PeriodTotal Number of Shares RepurchasedAverage Price Paid per Share (1)Total Number of Shares Purchased as Part of Publicly Announced Plan or ProgramApproximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program (2)
January 1, 2024 - January 31, 2024—$——$500,000,000
February 1, 2024 - February 29, 2024150,30093.57150,300485,937,106
March 1, 2024 - March 31, 2024320,98298.48320,982454,327,314
Total471,282$96.91471,282

(1) Average Price Paid Per Share excludes cash paid for commissions.

(2) We have a share repurchase plan approved by our Board of Trust Managers in October 2022, which allows for the repurchase of up to $500.0 million of our common equity securities through open-market purchases, block purchases, and privately negotiated transactions. The repurchase plan does not specify an expiration date.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

(a) Exhibits
*10.1Employment Letter Agreement dated April 17, 2024 between Camden Property Trust and Alexander J. Jessett
*10.2Employment Letter Agreement dated April 17, 2024 between Camden Property Trust and D. Keith Oden
*31.1Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated May 3, 2024
*31.2Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated May 3, 2024
*32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002
*101.INSXBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
*101.SCHXBRL Taxonomy Extension Schema Document
*101.CALXBRL Taxonomy Extension Calculation Linkbase Document
*101.DEFXBRL Taxonomy Extension Definition Linkbase Document
*101.LABXBRL Taxonomy Extension Label Linkbase Document
*101.PREXBRL Taxonomy Extension Presentation Linkbase Document
*104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  • 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. GallagherMay 3, 2024
Michael P. GallagherDate
Senior Vice President – Chief Accounting Officer