Camden Property Trust 10-Q 2024-09-30

Filed 2024-11-01. 8 sections, 184K characters. Original on sec.gov · Markdown · JSON

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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, 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 October 25, 2024, 106,681,321 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, 2024 and December 31, 20231
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2024 and 20232
Condensed Consolidated Statements of Equity (Unaudited) for the Three and Nine Months Ended September 30, 2024 and 20233
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2024 and 20237
Notes to Condensed Consolidated Financial Statements (Unaudited)8
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3Quantitative and Qualitative Disclosures About Market Risk34
Item 4Controls and Procedures34
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 share amounts)September 30, 2024December 31, 2023
Assets
Real estate assets, at cost
Land$1,718,185$1,711,873
Buildings and improvements11,222,26110,993,390
$12,940,446$12,705,263
Accumulated depreciation(4,725,152)(4,332,524)
Net operating real estate assets$8,215,294$8,372,739
Properties under development and land418,209486,864
Total real estate assets$8,633,503$8,859,603
Accounts receivable – affiliates8,99311,905
Other assets, net262,339244,182
Cash and cash equivalents31,234259,686
Restricted cash11,1128,361
Total assets$8,947,181$9,383,737
Liabilities and equity
Liabilities
Notes Payable
Unsecured$3,121,499$3,385,309
Secured330,299330,127
Accounts payable and accrued expenses221,880222,599
Accrued real estate taxes131,69396,517
Distributions payable113,505110,427
Other liabilities214,027186,987
Total liabilities$4,132,903$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; 117,737,734 and 117,737,712 issued; 115,779,032 and 115,640,369 outstanding at September 30, 2024 and December 31, 2023, respectively1,1581,156
Additional paid-in capital5,927,4775,914,868
Distributions in excess of net income attributable to common shareholders(826,725)(613,651)
Treasury shares, at cost (9,097,598 and 8,859,556 common shares at September 30, 2024 and December 31, 2023, respectively)(359,989)(320,364)
Accumulated other comprehensive gain/ (loss)641(1,252)
Total common equity$4,742,562$4,980,757
Non-controlling interests71,71671,014
Total equity$4,814,278$5,051,771
Total liabilities and equity$8,947,181$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 September 30,Nine Months Ended September 30,
(in thousands, except per share amounts)2024202320242023
Property revenues$387,232$390,778$1,157,523$1,154,440
Property expenses
Property operating and maintenance$95,940$91,011$275,110$264,038
Real estate taxes47,42049,094145,684148,345
Total property expenses$143,360$140,105$420,794$412,383
Non-property income
Fee and asset management$1,707$1,077$5,597$2,373
Interest and other income1,076644,442557
Income/(loss) on deferred compensation plans8,248(3,339)15,1405,417
Total non-property income/ (loss)$11,031$(2,198)$25,179$8,347
Other expenses
Property management$9,817$7,891$29,057$24,939
Fee and asset management6234441,5411,277
General and administrative18,84515,54353,69246,762
Interest32,48633,00697,25099,427
Depreciation and amortization145,844144,359436,540429,857
Expense/(benefit) on deferred compensation plans8,248(3,339)15,1405,417
Total other expenses$215,863$197,904$633,220$607,679
Impairment associated with land development activities(40,988)—(40,988)—
Loss on early retirement of debt——(921)(2,513)
Gain on sale of operating property——43,80648,919
Income (loss) from continuing operations before income taxes$(1,948)$50,571$130,585$189,131
Income tax expense(390)(752)(2,354)(2,753)
Net income (loss)$(2,338)$49,819$128,231$186,378
Less income allocated to non-controlling interests(1,866)(1,856)(5,629)(5,399)
Net income (loss) attributable to common shareholders$(4,204)$47,96

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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 September 30, 2024, we owned interests in, operated, or were developing 177 multifamily properties comprised of 59,996 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 and nine months ended September 30, 2024, our results reflect an increase in same store revenues of approximately 0.6% and 1.5%, respectively, as compared to the same periods in 2023. The increases were in part due to higher average rental rates, which we believe were primarily attributable to job growth, favorable demographics with a higher propensity to rent versus buy, and continued demand for multifamily housing in our markets.

We believe the levels of new multifamily supply in the submarkets and asset classes in which we operate continue to be elevated for the remainder of 2024 and into 2025, 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 (loss) attributable to common shareholders was $(4.2) million and $48.0 million for the three months ended September 30, 2024 and 2023, respectively, and was $122.6 million and $181.0 million for the nine months ended September 30, 2024 and 2023, respectively. The $52.2 million and $58.4 million decreases during the three and nine months ended September 30, 2024 as compared to the same periods in 2023, were primarily due to recognizing a $41.0 million impairment associated with land development activities. The decrease during the nine months ended September 30, 2024, was also due to recognizing a higher gain on sale of one operating property in 2023 of $48.9 million as compared to recognizing a gain on sale of one operating property in 2024 of $43.8 million. See further discussion of our 2024 operations as compared to 2023 in "Results of Operations," below.

Construction and Development Activity

At September 30, 2024, we had a total of five properties under construction comprising 1,746 apartment homes. As of September 30, 2024, we estimated the total additional cost to complete the construction of these five properties is approximately $267.0 million.

We stopped development activities for the foreseeable future on four of our developments in the third quarter of 2024 and recorded approximately $41.0 million of impairment charges on three of these land parcels. We review our long-lived assets on an annual basis or whenever events or circumstances indicated the carrying amount of an asset may not be recoverable and our impairment evaluations take into consideration the current and anticipated economic climate. We currently have three other land parcels held for future development we plan to develop. However, the commencement of future developments may be impacted by macroeconomic issues, multifamily market conditions, and other factors. We will continue to evaluate future development starts based on market, economic, and capital market

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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 President 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 President 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 President 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

There were no unregistered sales of our equity securities during the three months ended September 30, 2024.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

(a) Exhibits
10.1Separation and Release Agreement, dated as of October 1, 2024, between Camden Property Trust and William W. Sengelmann (incorporated by reference to Exhibit 99.1 to Form 8-K Filed on October 1, 2024)
*31.1Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated November 1, 2024
*31.2Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated November 1, 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. GallagherNovember 1, 2024
Michael P. GallagherDate
Senior Vice President – Chief Accounting Officer