Item 1. Financial Statements
99K characters. Original on sec.gov · Markdown
Item 1. Financial Statements
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in thousands, except share amounts) | June 30, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Real estate assets, at cost | |||||||||||
| Land | $ | 1,789,207 | $ | 1,722,526 | |||||||
| Buildings and improvements | 11,763,017 | 11,319,460 | |||||||||
| $ | 13,552,224 | $ | 13,041,986 | ||||||||
| Accumulated depreciation | (5,128,622) | (4,867,422) | |||||||||
| Net operating real estate assets | $ | 8,423,602 | $ | 8,174,564 | |||||||
| Properties under development and land | 380,437 | 401,542 | |||||||||
| Total real estate assets | $ | 8,804,039 | $ | 8,576,106 | |||||||
| Accounts receivable – affiliates | 8,889 | 8,991 | |||||||||
| Other assets, net | 262,100 | 234,838 | |||||||||
| Cash and cash equivalents | 33,091 | 21,045 | |||||||||
| Restricted cash | 11,454 | 11,164 | |||||||||
| Total assets | $ | 9,119,573 | $ | 8,852,144 | |||||||
| Liabilities and equity | |||||||||||
| Liabilities | |||||||||||
| Notes Payable | |||||||||||
| Unsecured | $ | 3,495,487 | $ | 3,155,233 | |||||||
| Secured | 330,476 | 330,358 | |||||||||
| Accounts payable and accrued expenses | 206,018 | 215,179 | |||||||||
| Accrued real estate taxes | 91,954 | 78,529 | |||||||||
| Distributions payable | 116,007 | 113,549 | |||||||||
| Other liabilities | 219,635 | 212,107 | |||||||||
| Total liabilities | $ | 4,459,577 | $ | 4,104,955 | |||||||
| Commitments and contingencies (Note 10) | |||||||||||
| Equity | |||||||||||
| Common shares of beneficial interest; $0.01 par value per share; 175,000,000 shares authorized; 117,737,746 and 117,737,740 issued at June 30, 2025 and December 31, 2024, respectively; 115,701,951 and 115,779,233 outstanding at June 30, 2025 and December 31, 2024, respectively | 1,157 | 1,158 | |||||||||
| Additional paid-in capital | 5,941,893 | 5,930,729 | |||||||||
| Distributions in excess of net income attributable to common shareholders | (1,007,075) | (897,931) | |||||||||
| Treasury shares, at cost (8,849,075 and 9,091,081 common shares at June 30, 2025 and December 31, 2024, respectively) | (350,166) | (359,732) | |||||||||
| Accumulated other comprehensive income | 1,676 | 974 | |||||||||
| Total common equity | $ | 4,587,485 | $ | 4,675,198 | |||||||
| Non-controlling interests | 72,511 | 71,991 | |||||||||
| Total equity | $ | 4,659,996 | $ | 4,747,189 | |||||||
| Total liabilities and equity | $ | 9,119,573 | $ | 8,852,144 |
See Notes to Condensed Consolidated Financial Statements (Unaudited).
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Property revenues | $ | 396,509 | $ | 387,150 | $ | 787,074 | $ | 770,291 | |||||||||||||||
| Property expenses | |||||||||||||||||||||||
| Property operating and maintenance | 93,031 | 90,126 | 182,729 | 179,170 | |||||||||||||||||||
| Real estate taxes | 50,641 | 48,763 | 100,363 | 98,264 | |||||||||||||||||||
| Total property expenses | $ | 143,672 | $ | 138,889 | $ | 283,092 | $ | 277,434 | |||||||||||||||
| Non-property income | |||||||||||||||||||||||
| Fee and asset management | $ | 2,633 | $ | 2,606 | $ | 5,120 | $ | 3,890 | |||||||||||||||
| Interest and other income | 68 | 1,598 | 78 | 3,366 | |||||||||||||||||||
| Income on deferred compensation plans | 8,350 | 1,073 | 9,548 | 6,892 | |||||||||||||||||||
| Total non-property income | $ | 11,051 | $ | 5,277 | $ | 14,746 | $ | 14,148 | |||||||||||||||
| Other expenses | |||||||||||||||||||||||
| Property management | $ | 9,699 | $ | 9,846 | $ | 19,594 | $ | 19,240 | |||||||||||||||
| Fee and asset management | 641 | 475 | 1,312 | 918 | |||||||||||||||||||
| General and administrative | 21,183 | 18,154 | 39,891 | 34,847 | |||||||||||||||||||
| Interest | 35,375 | 32,227 | 69,165 | 64,764 | |||||||||||||||||||
| Depreciation and amortization | 152,108 | 145,894 | 301,360 | 290,696 | |||||||||||||||||||
| Expense on deferred compensation plans | 8,350 | 1,073 | 9,548 | 6,892 | |||||||||||||||||||
| Total other expenses | $ | 227,356 | $ | 207,669 | $ | 440,870 | $ | 417,357 | |||||||||||||||
| Loss on early retirement of debt | — | — | — | (921) | |||||||||||||||||||
| Gain on sale of operating property | 47,293 | — | 47,293 | 43,806 | |||||||||||||||||||
| Income from continuing operations before income taxes | $ | 83,825 | $ | 45,869 | $ | 125,151 | $ | 132,533 | |||||||||||||||
| Income tax expense | (1,231) | (1,059) | (1,790) | (1,964) | |||||||||||||||||||
| Net income | $ | 82,594 | $ | 44,810 | $ | 123,361 | $ | 130,569 | |||||||||||||||
| Net income allocated to non-controlling interests | (1,924) | (1,893) | (3,869) | (3,763) | |||||||||||||||||||
| Net income attributable to common shareholders | $ | 80,670 | $ | 42,917 | $ | 119,492 | $ | 126,806 |
| Earnings per share – basic | $ | 0.74 | $ | 0.40 | $ | 1.10 | $ | 1.17 | |||||||||||||||
| Earnings per share – diluted | 0.74 | 0.40 | 1.10 | 1.17 | |||||||||||||||||||
| Weighted average number of common shares outstanding – basic | 108,636 | 108,406 | 108,584 | 108,556 | |||||||||||||||||||
| Weighted average number of common shares outstanding – diluted | 109,400 | 108,424 | 108,636 | 108,577 | |||||||||||||||||||
| Condensed Consolidated Statements of Comprehensive Income | |||||||||||||||||||||||
| Net income | 82,594 | 44,810 | 123,361 | 130,569 | |||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Unrealized gain on cash flow hedging activities | — | — | — | 85 | |||||||||||||||||||
| Reclassification of net loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation | 351 | 361 | 702 | 1,450 | |||||||||||||||||||
| Comprehensive income | $ | 82,945 | $ | 45,171 | $ | 124,063 | $ | 132,104 | |||||||||||||||
| Net income allocated to non-controlling interests | (1,924) | (1,893) | (3,869) | (3,763) | |||||||||||||||||||
| Comprehensive income attributable to common shareholders | $ | 81,021 | $ | 43,278 | $ | 120,194 | $ | 128,341 |
See Notes to Condensed Consolidated Financial Statements (Unaudited).
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
For the six months ended June 30, 2025
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income attributable to common shareholders | Treasury shares, at cost | Accumulated other comprehensive income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, December 31, 2024 | $ | 1,158 | $ | 5,930,729 | $ | (897,931) | $ | (359,732) | $ | 974 | $ | 71,991 | $ | 4,747,189 | |||||||||||||||||||||||||||
| Net income | 119,492 | 3,869 | 123,361 | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 702 | 702 | |||||||||||||||||||||||||||||||||||||||
| Net share awards | 10,523 | 9,237 | 19,760 | ||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | 640 | 329 | 969 | ||||||||||||||||||||||||||||||||||||||
| Cash distributions declared to equity holders ($2.10 per common share) | (228,636) | (3,349) | (231,985) | ||||||||||||||||||||||||||||||||||||||
| Other | (1) | 1 | — | ||||||||||||||||||||||||||||||||||||||
| Equity, June 30, 2025 | $ | 1,157 | $ | 5,941,893 | $ | (1,007,075) | $ | (350,166) | $ | 1,676 | $ | 72,511 | $ | 4,659,996 |
See Notes to Condensed Consolidated Financial Statements (Unaudited).
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
For the three months ended June 30, 2025
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income attributable to common shareholders | Treasury shares, at cost | Accumulated other comprehensive income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, March 31, 2025 | $ | 1,157 | $ | 5,936,982 | $ | (973,416) | $ | (351,092) | $ | 1,325 | $ | 72,262 | $ | 4,687,218 | |||||||||||||||||||||||||||
| Net income | 80,670 | 1,924 | 82,594 | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 351 | 351 | |||||||||||||||||||||||||||||||||||||||
| Net share awards | 4,373 | 597 | 4,970 | ||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | 538 | 329 | 867 | ||||||||||||||||||||||||||||||||||||||
| Cash distributions declared to equity holders ($1.05 per common share) | (114,329) | (1,675) | (116,004) | ||||||||||||||||||||||||||||||||||||||
| Other | — | ||||||||||||||||||||||||||||||||||||||||
| Equity, June 30, 2025 | $ | 1,157 | $ | 5,941,893 | $ | (1,007,075) | $ | (350,166) | $ | 1,676 | $ | 72,511 | $ | 4,659,996 |
See Notes to Condensed Consolidated Financial Statements (Unaudited).
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Unaudited)
For the six months ended June 30, 2024
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income attributable to common shareholders | Treasury shares, at cost | Accumulated other comprehensive (loss) income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, December 31, 2023 | $ | 1,156 | $ | 5,914,868 | $ | (613,651) | $ | (320,364) | $ | (1,252) | $ | 71,014 | $ | 5,051,771 | |||||||||||||||||||||||||||
| Net income | 126,806 | 3,763 | 130,569 | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 1,535 | 1,535 | |||||||||||||||||||||||||||||||||||||||
| Net share awards | 8,781 | 9,832 | 18,613 | ||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | 960 | 554 | 1,514 | ||||||||||||||||||||||||||||||||||||||
| Common shares repurchased | (49,997) | (49,997) | |||||||||||||||||||||||||||||||||||||||
| Cash distributions declared to equity holders ($2.06 per common share) | (223,788) | (3,285) | (227,073) | ||||||||||||||||||||||||||||||||||||||
| Other | 1 | (1) | — | ||||||||||||||||||||||||||||||||||||||
| Equity, June 30, 2024 | $ | 1,157 | $ | 5,924,608 | $ | (710,633) | $ | (359,975) | $ | 283 | $ | 71,492 | $ | 4,926,932 |
See Notes to Condensed Consolidated Financial Statements (Unaudited).
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Unaudited)
For the three months ended June 30, 2024
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income attributable to common shareholders | Treasury shares, at cost | Accumulated other comprehensive (loss) income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, March 31, 2024 | $ | 1,157 | $ | 5,919,851 | $ | (641,663) | $ | (356,880) | $ | (78) | $ | 71,241 | $ | 4,993,628 | |||||||||||||||||||||||||||
| Net income | 42,917 | 1,893 | 44,810 | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 361 | 361 | |||||||||||||||||||||||||||||||||||||||
| Net share awards | 3,906 | 666 | 4,572 | ||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | 851 | 554 | 1,405 | ||||||||||||||||||||||||||||||||||||||
| Common shares repurchased | (4,315) | (4,315) | |||||||||||||||||||||||||||||||||||||||
| Cash distributions declared to equity holders ($1.03 per common share) | (111,887) | (1,642) | (113,529) | ||||||||||||||||||||||||||||||||||||||
| Equity, June 30, 2024 | $ | 1,157 | $ | 5,924,608 | $ | (710,633) | $ | (359,975) | $ | 283 | $ | 71,492 | $ | 4,926,932 |
See Notes to Condensed Consolidated Financial Statements (Unaudited).
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 123,361 | $ | 130,569 | |||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| Depreciation and amortization | 301,360 | 290,696 | |||||||||
| Loss on early retirement of debt | — | 921 | |||||||||
| Gain on sale of operating property | (47,293) | (43,806) | |||||||||
| Share-based compensation | 8,245 | 7,009 | |||||||||
| Net change in operating accounts and other | (6,794) | (24,430) | |||||||||
| Net cash from operating activities | $ | 378,879 | $ | 360,959 | |||||||
| Cash flows from investing activities | |||||||||||
| Development and capital improvements, including land | $ | (195,217) | $ | (210,480) | |||||||
| Acquisition of operating properties | (334,216) | — | |||||||||
| Net proceeds from sale of operating property | 58,775 | 114,474 | |||||||||
| Other | (2,799) | (4,472) | |||||||||
| Net cash from investing activities | $ | (473,457) | $ | (100,478) | |||||||
| Cash flows from financing activities | |||||||||||
| Borrowings on unsecured revolving credit facility | $ | 588,000 | $ | 120,000 | |||||||
| Repayments on unsecured revolving credit facility | (766,000) | (120,000) | |||||||||
| Proceeds from commercial paper program, net | 514,821 | — | |||||||||
| Proceeds from notes payable | — | 395,952 | |||||||||
| Repayment of notes payable | — | (550,000) | |||||||||
| Distributions to common shareholders and non-controlling interests | (229,490) | (223,949) | |||||||||
| Repurchase of common shares and units | — | (49,997) | |||||||||
| Other | (417) | 1,367 | |||||||||
| Net cash from financing activities | $ | 106,914 | $ | (426,627) | |||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 12,336 | (166,146) | |||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 32,209 | 268,047 | |||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 44,545 | $ | 101,901 | |||||||
| Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets | |||||||||||
| Cash and cash equivalents | $ | 33,091 | $ | 93,932 | |||||||
| Restricted cash | 11,454 | 7,969 | |||||||||
| Total cash, cash equivalents, and restricted cash, end of period | $ | 44,545 | $ | 101,901 | |||||||
| Supplemental information | |||||||||||
| Cash paid for interest, net of interest capitalized | $ | 70,330 | $ | 61,786 | |||||||
| Cash paid for income taxes, net of refunds | 2,531 | 2,906 | |||||||||
| Supplemental schedule of noncash investing and financing activities | |||||||||||
| Distributions declared but not paid | $ | 116,007 | $ | 113,506 | |||||||
| Value of shares issued under benefit plans, net of cancellations | 27,787 | 25,249 | |||||||||
| Accrual associated with construction and capital expenditures | 26,524 | 30,838 | |||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
CAMDEN PROPERTY TRUST
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Description of Business
Business. Formed on May 25, 1993, Camden Property Trust ("CPT"), a Texas real estate investment trust ("REIT"), and all consolidated subsidiaries are primarily engaged in the ownership, management, development, reposition, redevelopment, acquisition, and construction of multifamily apartment communities. Our multifamily apartment communities are referred to as "communities," "multifamily communities," "properties," or "multifamily properties" in the following discussion. As of June 30, 2025, we owned interests in, operated, or were developing 180 multifamily properties comprised of 61,203 apartment homes across the United States. Of the 180 properties, four properties were under construction as of June 30, 2025, and will consist of a total of 1,531 apartment homes when completed. We also own land holdings which we may develop into multifamily communities in the future.
2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Principles of Consolidation. Our condensed consolidated financial statements include our accounts and the accounts of other subsidiaries (including partnerships and limited liability companies) over which we have control. All intercompany transactions, balances, and profits have been eliminated in consolidation. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities ("VIEs"), which requires the consolidation of VIEs in which we are considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation primarily using a voting interest model. In determining if we have a controlling financial interest, we consider factors such as ownership interests, decision making authority, kick-out rights, and participating rights. As of June 30, 2025, two of our consolidated operating partnerships were VIEs. We are considered the primary beneficiary of both consolidated operating partnerships and therefore consolidate these operating partnerships. As of June 30, 2025, we held approximately 93% and 95% of the outstanding common limited partnership units and the sole 1% general partnership interest in each of these consolidated operating partnerships.
Interim Financial Reporting. We have prepared these unaudited financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial statements and the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, these statements do not include all information and footnote disclosures required for annual statements. While we believe the disclosures presented are adequate for interim reporting, these interim unaudited financial statements should be read in conjunction with the audited financial statements and notes included in our 2024 Annual Report on Form 10-K.
Acquisitions of Real Estate. Upon an acquisition of real estate, we determine the fair value of tangible and intangible assets, which includes land, buildings (as if-vacant), furniture and fixtures, the value of in-place leases, including above and below-market leases, and acquired liabilities. In estimating these values, we apply methods similar to those used by independent appraisers of income-producing property. Estimates of fair value of acquired debt, if any, are based upon interest rates available for the issuance of debt with similar terms and remaining maturities. Depreciation is computed on a straight-line basis over the remaining useful lives of the related tangible assets. The value of in-place leases and above or below-market leases is amortized over the estimated average remaining life of leases in place at the time of acquisition; the net carrying value of in-place leases are included in other assets, net and the net carrying value of above or below-market leases are included in other liabilities, net in our condensed consolidated balance sheets.
During the three and six months ended June 30, 2025, we recognized amortization expense related to in-place leases of approximately $5.1 million and $7.0 million, respectively. Net above and below-market leases were not material for the three and six months ended June 30, 2025. We did not have any in-place leases or above or below-market leases during the three or six months ended June 30, 2024.
During each of the three and six months ended June 30, 2025, the weighted average amortization period for in-place leases was approximately seven months.
Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. While we believe our estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to its fair value. In estimating fair value, management uses appraisals, comparable sales, management estimates, and discounted cash flow calculations which
utilize inputs from a marketplace participant's perspective. We did not record any impairment charges for the three or six months ended June 30, 2025 or 2024.
The value of our properties under development depends on market conditions, including estimates of the project start date, projected construction costs, and demand for multifamily communities. We have reviewed market trends and other marketplace information and incorporated this information as well as our current outlook into the assumptions we use in our impairment analyses. Due to the judgment and assumptions applied in the impairment analyses, it is possible actual results could differ substantially from those estimated.
We believe the carrying value of our operating real estate assets, properties under development, and land is currently recoverable. However, if market conditions deteriorate or if changes in our development strategy significantly affect any key assumptions used in our fair value estimates, we may need to take material charges in future periods for impairments related to existing assets. Any such material non-cash charges could have an adverse effect on our condensed consolidated financial position and results of operations.
Cost Capitalization. Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges are primarily interest and real estate taxes which are capitalized as part of properties under development. Capitalized interest is generally based on the weighted average interest rate of our unsecured debt and was approximately $3.5 million and $4.8 million for the three months ended June 30, 2025 and 2024, respectively, and was approximately $7.0 million and $9.8 million for the six months ended June 30, 2025 and 2024, respectively. Capitalized real estate taxes were approximately $0.6 million and $0.9 million for the three months ended June 30, 2025 and 2024, respectively, and approximately $1.2 million and $2.3 million for the six months ended June 30, 2025 and 2024, respectively.
Expenditures directly related to the development and improvement of real estate assets are capitalized at cost as land and buildings and improvements. Indirect development costs, including salaries and benefits and other related costs directly attributable to the development of properties, are also capitalized. We begin capitalizing development, construction, and carrying costs when the development of the future real estate asset is probable and certain activities necessary to prepare the underlying real estate for its intended use have been initiated. All construction and carrying costs are capitalized and reported in the balance sheet as properties under development until the apartment homes are substantially completed. As apartment homes within development properties are substantially completed, the total capitalized development cost of each apartment home is transferred from properties under development and land to buildings and improvements.
Depreciation and amortization is computed over the expected useful lives of depreciable property on a straight-line basis with lives generally as follows:
| Estimated Useful Life | |||||
| Buildings and improvements | 5-35 years | ||||
| Furniture, fixtures, equipment, and other | 3-20 years | ||||
| Intangible assets/liabilities (in-place leases and above and below-market leases) | underlying lease term |
Derivative Financial Instruments. Derivative financial instruments are recorded in the condensed consolidated balance sheets at fair value and presented on a gross basis for financial reporting purposes even when those instruments are subject to master netting arrangements and may otherwise qualify for net presentation. Accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Cash flows from derivatives and the related gains and losses are classified as cash flows from operating activities on the condensed consolidated statements of cash flows.
Cash Flow Hedges. For derivative instruments which are designated and qualify as a cash flow hedge, the derivative's gain or loss is reported as a component to other comprehensive income ("OCI") and recorded in accumulated other comprehensive income ("AOCI") on our condensed consolidated balance sheets. The gain or loss is subsequently reclassified into net earnings when the hedged exposure affects net earnings, in the same line item as the underlying hedged item on our condensed consolidated statements of income and comprehensive income.
Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge. Cash flows from hedging transactions are classified in the same categories as the cash flows from the respective hedged items.
Fair Value Hedges. For derivative instruments which are designated and qualify as a fair value hedge, the changes in fair value of the derivative instrument and the offsetting changes in fair value of the underlying hedged item due to changes in the hedged risk are recorded to interest expense on our condensed consolidated statements of income and comprehensive income.
Counterparty Credit Risk. Fair values of our derivatives can change significantly from period-to-period based on, among other factors, market movements and changes in our positions. We manage counterparty credit risk (the risk counterparties will default and not make payments to us according to the terms of our agreements) on an individual counterparty basis.
Fair Value. For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price we would expect to receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date under current market conditions. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.
In determining fair value, observable inputs reflect market data obtained from independent sources while unobservable inputs reflect our market assumptions; preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:
-
Level 1: Quoted prices for identical instruments in active markets.
-
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
-
Level 3: Significant inputs to the valuation model are unobservable.
Recurring Fair Value Measurements. The following describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis:
Derivative Financial Instruments. The estimated fair values of derivative financial instruments are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility. The fair values of interest rate swaps are estimated using the market-standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk, including our own nonperformance risk and the respective counterparty’s nonperformance risk.
Although we have determined the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Deferred Compensation Plan Investments. The estimated fair values of investment securities classified as deferred compensation plan investments are based on quoted market prices utilizing public information for the same transactions. Our deferred compensation plan investments, excluding the value of Company shares, are recorded in other assets in our condensed consolidated balance sheets. The inputs associated with the valuation of our recurring deferred compensation plan investments are included in Level 1 of the fair value hierarchy.
Non-Recurring Fair Value Measurements. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. These assets primarily include long-lived assets which are recorded at fair value when they are acquired, or if the long-lived assets are impaired using the fair value methodologies used to measure long-lived assets described above at "Asset Impairment." The inputs associated with the valuation of long-lived assets are generally included in Level 3 of the fair value hierarchy, unless a quoted price for a similar long-lived asset in an active market exists, at which time they are included in Level 2 of the fair value hierarchy.
Financial Instrument Fair Value Disclosures. As of June 30, 2025 and December 31, 2024, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and distributions payable represented fair value because of the short-term nature of these instruments. The carrying value of restricted cash approximates its fair value based on the nature of our assessment of the ability to recover these amounts. In calculating the fair value of our notes payable, interest rate, and spread assumptions reflect current credit worthiness and market conditions available for the issuance of notes payable with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.
Income Recognition. The majority of our revenues are derived from real estate lease contracts and presented as property revenues, and include rental revenue as well as revenue under contractual terms for other services provided to our customers. As a lessor, we have also elected practical expedients to: i) not separate the lease and non-lease components by class of underlying assets and account for the combined components as a single component under certain conditions, and ii) exclude from lease revenues certain lessor costs paid directly by the lessee. Our other revenue streams include fee and asset management income in accordance with other revenue guidance, ASC 606, Revenues from Contracts with Customers. Details of our material revenue streams are discussed below:
Property Revenues. We earn rental revenue from operating lease contracts for the use of dedicated spaces within owned assets, which is our only underlying asset class. We recognize rental revenues from these lease contracts on a straight-line basis over the applicable lease term, net of amounts related to lease contracts identified as uncollectible. We also earn revenues under contractual terms for other services considered non-lease components within a lease contract, primarily consisting of utility rebillings and other transactional fees. These amounts received under contractual terms for other services are charged to our residents and recognized monthly as earned. Any identified uncollectible amounts related to individual lease contracts are presented as an adjustment to property revenue. Any renewal options of real estate lease contracts are considered a new and separate contract which will be recognized at the time the option is exercised on a straight-line basis over the renewal period.
As of June 30, 2025, our average residential lease term was approximately fourteen months with all non-residential commercial leases averaging longer lease terms. We currently anticipate property revenue from existing leases as follows:
| (in millions) | |||||
| Year ending December 31, | Operating Leases | ||||
| Remainder of 2025 | $ | 564.7 | |||
| 2026 | 311.0 | ||||
| 2027 | 3.3 | ||||
| 2028 | 3.0 | ||||
| 2029 | 2.6 | ||||
| Thereafter | 3.6 | ||||
| Total | $ | 888.2 |
Credit Risk. We believe there is no significant concentration of credit risk due to the number of residents, the types and diversity of submarkets in which our properties operate, and the collection terms in our leases.
Investments. We hold equity interests in certain technology funds which are not accounted for using the equity method because we have no influence over these entities and their fair values are not readily determinable. These investments are recorded using the measurement alternative in which our equity interests are recorded at cost, adjusted for impairments and observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting period, we reassess whether these investments continue to qualify for this measurement alternative. We had investments recorded at cost of approximately $17.9 million and $16.6 million as of June 30, 2025 and December 31, 2024, respectively. These investments are included in other assets, net in our condensed consolidated balance sheets and we did not record any impairments during the three or six months ended June 30, 2025 or 2024 relating to these investments.
Recent Accounting Pronouncements: In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional disclosures to enhance the transparency regarding income tax information through the use of a rate reconciliation table and disclosure of net taxes paid, detailed by federal, state, and foreign taxes and, if applicable, further detailed by specific jurisdictions if the amount exceeds a qualitative threshold. ASU 2023-09 is effective for us for the year ended December 31, 2025, and we expect the additional disclosures to have no impact on our consolidated financial statements or disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. ASU 2024-03 requires public entities to provide additional disclosures in the notes to the financial statements of certain expense categories which are included in expense line items presented on the face of the income statement. Specifically, an entity should provide disclosures in a tabular format for each line item on the income statement which contains any of the following expenses: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and/or depreciation, depletion, and amortization. ASU 2024-03 also requires an entity to disclose total selling expenses. ASU 2024-03 may be adopted on a prospective or retrospective basis. We expect to adopt ASU 2024-03 for the year ended December 31, 2027, and are in the process of analyzing the impact of the ASU on our related disclosures.
3. Per Share Data
Basic earnings per share is computed using net income attributable to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflects common shares issuable from the assumed conversion of common share options and unvested share awards as well as units convertible into common shares. Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. Our unvested share-based awards are considered participating securities and are reflected in the calculation of basic and diluted earnings per share using the two-class method. Common shares under a forward sale agreement, if any, will be considered in our calculation for diluted earnings-per-share until settlement using the if-converted method.
The number of common share equivalent securities excluded from the diluted earnings per share calculation was approximately 1.1 million and 1.8 million the three months ended June 30, 2025 and 2024, respectively, and 1.8 million for each of the six months ended June 30, 2025 and 2024. These securities, which include share awards granted and units convertible into common shares, are anti-dilutive and were therefore excluded from the diluted earnings per share calculations. The following table presents information necessary to calculate basic and diluted earnings per share for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Earnings per common share calculation – basic | ||||||||||||||||||||||||||
| Net income attributable to common shareholders | $ | 80,670 | $ | 42,917 | $ | 119,492 | $ | 126,806 | ||||||||||||||||||
| Amount allocated to participating securities | (173) | (78) | (266) | (233) | ||||||||||||||||||||||
| Net income attributable to common shareholders – basic | $ | 80,497 | $ | 42,839 | $ | 119,226 | $ | 126,573 | ||||||||||||||||||
| Total earnings per common share – basic | $ | 0.74 | $ | 0.40 | $ | 1.10 | $ | 1.17 | ||||||||||||||||||
| Weighted average number of common shares outstanding – basic | 108,636 | 108,406 | 108,584 | 108,556 | ||||||||||||||||||||||
| Earnings per common share calculation – diluted | ||||||||||||||||||||||||||
| Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities | $ | 80,497 | $ | 42,839 | $ | 119,226 | $ | 126,573 | ||||||||||||||||||
| Income allocated to common units from continuing operations | 537 | — | — | — | ||||||||||||||||||||||
| Net income attributable to common shareholders – diluted | $ | 81,034 | $ | 42,839 | $ | 119,226 | $ | 126,573 | ||||||||||||||||||
| Total earnings per common share – diluted | $ | 0.74 | $ | 0.40 | $ | 1.10 | $ | 1.17 | ||||||||||||||||||
| Weighted average number of common shares outstanding – basic | 108,636 | 108,406 | 108,584 | 108,556 | ||||||||||||||||||||||
| Incremental shares issuable from assumed conversion of share awards granted | 39 | 18 | 52 | 21 | ||||||||||||||||||||||
| Common units | 725 | — | — | — | ||||||||||||||||||||||
| Weighted average number of common shares outstanding – diluted | 109,400 | 108,424 | 108,636 | 108,577 |
4. Common Shares
In May 2023, we created an at-the-market ("ATM") share offering program through which we can, but have no obligation to, sell common shares for an aggregate offering amount of up to $500.0 million (the "2023 ATM program"), in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. We intend to use the proceeds from any sale of our common shares under the 2023 ATM program for general corporate purposes, which may include reducing future borrowings under our unsecured revolving credit facility, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions.
The 2023 ATM program also permits the use of forward sale agreements which allows us to lock in a share price on the sale of common shares at the time the agreement is executed, but defer receiving the proceeds from the sale of the applicable shares until a later date. If we enter into a forward sale agreement, we expect the applicable forward purchasers will borrow from third parties and, through the applicable sales agent acting in its role as forward seller, sell a number of common shares equal to the number of shares underlying the applicable agreement. Under this scenario, we would not initially receive any proceeds from any sale of borrowed shares by the forward seller. We expect to physically settle each forward sale agreement with the relevant forward purchaser on or prior to the maturity date of a particular forward sale agreement by issuing our common shares in return for the receipt of aggregate net cash proceeds at settlement equal to the number of common shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, at our sole discretion, we may also elect to cash settle or net share settle a particular forward sale agreement, in which case we may not receive any proceeds from the issuance of common shares, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver common shares (in the case of net share settlement). As of the date of this filing, we have not sold any shares or entered into any forward sales agreement under the 2023 ATM program and have common shares having an aggregate offering amount of up to $500.0 million remaining available for sale under the 2023 ATM program.
We have a share repurchase plan approved by our Board of Trust Managers 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. As of June 30, 2025, the remaining dollar value of our common equity securities authorized to be repurchased under this plan was $450.0 million. There were no repurchases during the six months ended June 30, 2025 and through the date of this filing.
We currently have an automatic shelf registration statement which allows us to offer common shares, preferred shares, debt securities, or warrants, and our Amended and Restated Declaration of Trust provides we may issue up to 185 million shares of beneficial interest, consisting of 175 million common shares and 10 million preferred shares. At June 30, 2025, we had approximately 106.9 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding.
5. Acquisitions and Dispositions
Acquisition of Operating Properties. During the six months ended June 30, 2025, we purchased the following operating properties:
| ($ in millions) | ||||||||||||||||||||||||||
| Property | Location | Purchase Price | Homes | Month Purchased | ||||||||||||||||||||||
| Camden Clearwater | Clearwater, Florida | $138.7 | 360 | May 2025 | ||||||||||||||||||||||
| Camden West Nashville | Nashville, Tennessee | $131.3 | 435 | February 2025 | ||||||||||||||||||||||
| Camden Leander | Leander, Texas | $67.7 | 352 | January 2025 |
We did not acquire any operating properties during the six months ended June 30, 2024.
Sale of Operating Properties. During the six months ended June 30, 2025 and 2024, we sold the following operating properties:
| ($ in millions) | ||||||||||||||||||||||||||||||||
| Property | Location | Sales Price | Gain Recognized | Homes | Month Sold | |||||||||||||||||||||||||||
| Camden Midtown | Houston, Texas | $60.0 | $47.3 | 337 | June 2025 | |||||||||||||||||||||||||||
| Camden Vantage | Atlanta, Georgia | $115.0 | $43.8 | 592 | February 2024 |
Subsequent to quarter end, we sold the following operating properties:
| ($ in millions) | ||||||||||||||||||||||||||
| Property | Location | Sales Price | Homes | Month Sold | ||||||||||||||||||||||
| Camden Royal Oaks I & II | Houston, Texas | $60.0 | 340 | July 2025 | ||||||||||||||||||||||
| Camden Cimarron | Irving, Texas | $53.5 | 286 | July 2025 |
6. Notes Payable
The following is a summary of our indebtedness:
| (in millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Commercial banks | ||||||||||||||
| 5.50% Term Loan, due 2026 | $ | 39.9 | $ | 39.9 | ||||||||||
| 5.14% Unsecured revolving credit facility | — | 178.0 | ||||||||||||
| 4.55% Commercial Paper Program | 515.6 | — | ||||||||||||
| $ | 555.5 | $ | 217.9 | |||||||||||
| Senior unsecured notes | ||||||||||||||
| 5.63% Notes, due 2026 (1) | $ | 504.8 | $ | 503.3 | ||||||||||
| 3.74% Notes, due 2028 | 399.2 | 399.1 | ||||||||||||
| 3.67% Notes, due 2029 (2) | 597.1 | 596.8 | ||||||||||||
| 2.91% Notes, due 2030 | 746.4 | 746.0 | ||||||||||||
| 5.06% Notes, due 2034 | 395.5 | 395.2 | ||||||||||||
| 3.41% Notes, due 2049 | 297.0 | 296.9 | ||||||||||||
| $ | 2,940.0 | $ | 2,937.3 | |||||||||||
| Total unsecured notes payable | $ | 3,495.5 | $ | 3,155.2 | ||||||||||
| Secured notes | ||||||||||||||
| Master Credit Facilities | ||||||||||||||
| 3.78% - 4.04% Conventional Mortgage Notes, due 2026 - 2028 | $ | 291.5 | $ | 291.4 | ||||||||||
| 3.87% note, due 2028 | 39.0 | 39.0 | ||||||||||||
| Total secured notes payable | $ | 330.5 | $ | 330.4 | ||||||||||
| Total notes payable (3) | $ | 3,826.0 | $ | 3,485.6 | ||||||||||
(1) Balances are increased by $6.3 million and $5.3 million for fair value adjustments due to changes in benchmark interest rates related to these notes as of June 30, 2025 and December 31, 2024, respectively. See Note 7. "Derivative Financial Instruments and Hedging Activities," for further discussion.
(2) The 2029 Notes have an effective annual interest rate of approximately 3.84% through June 2026, which includes the effect of a settled forward interest rate swap, and approximately 3.28% thereafter, for an all-in average effective rate of approximately 3.67%.
(3) Balances are decreased by unamortized debt discounts, debt issuance costs, and fair market value adjustments, net of $10.6 million and $13.3 million as of June 30, 2025 and December 31, 2024, respectively.
We have a $1.2 billion unsecured revolving credit facility which matures in August 2026, with two options to extend the facility at our election for two consecutive six-month periods and to expand the facility up to three times by up to an additional $500 million upon satisfaction of certain conditions. The interest rate on our unsecured revolving credit facility is based upon, at our option, (a) the daily or the one-, three-, or six-month Secured Overnight Financing Rate ("SOFR") plus, in each case, a spread based on our credit rating, or (b) a base rate equal to the higher of: (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America, N.A.'s prime rate, (iii) Term SOFR plus 1.0%, and (iv) 1.0%. Advances under our unsecured revolving credit facility may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $600 million or the remaining amount available under our unsecured revolving credit facility. Our unsecured revolving credit facility is subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations as of June 30, 2025 and through the date of this filing.
Our unsecured revolving credit facility provides us with the ability to issue up to $50 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our unsecured revolving credit facility, it does reduce the amount available. At June 30, 2025, we had no outstanding letters of credit issued under our unsecured revolving credit facility and had approximately $1.2 billion available under our unsecured revolving credit facility.
In February 2025, we established a commercial paper program under which we may issue short-term, unsecured commercial paper notes (the "Notes") under the exemption from registration contained in Section (4)(a) of the Securities Act of 1933, as amended. Amounts available under the commercial paper program may be borrowed, repaid, and reborrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the commercial paper program at any
time not to exceed $600 million. The Notes will have maturities of up to 397 days from the date of issue. The Notes will rank at least equal in priority to all of the Company's other unsecured and unsubordinated indebtedness. The net proceeds of the issuances of the Notes are expected to be used for general corporate purposes, which may include property acquisitions and development in the ordinary course of business, capital expenditures, and working capital. We currently plan to use our unsecured revolving credit facility as a liquidity backstop for borrowings under the commercial paper program. The commercial paper issued during the six months ended June 30, 2025 had original maturities of less than 30 days.
We had outstanding floating rate debt of approximately $1.1 billion and $721.2 million at June 30, 2025 and December 31, 2024, respectively, which includes senior unsecured notes payable due in 2026 which have been converted to floating rate debt through the issuance of an interest rate swap. The weighted average interest rate on our outstanding floating rate debt was approximately 5.1% and 5.6% as of June 30, 2025 and December 31, 2024, respectively.
Our indebtedness had a weighted average maturity of approximately 5.1 years at June 30, 2025. The table below is a summary of the maturity dates of our outstanding debt and principal amortizations, and the weighted average interest rates on such debt, at June 30, 2025:
| (in millions) (1) | Amount (2) | Weighted Average Interest Rate (3) | ||||||||||||
| Remainder of 2025 | $ | 513.8 | 4.6 | % | ||||||||||
| 2026 | 566.9 | 5.6 | ||||||||||||
| 2027 | 172.5 | 3.9 | ||||||||||||
| 2028 | 529.9 | 3.8 | ||||||||||||
| 2029 | 598.2 | 3.8 | ||||||||||||
| Thereafter | 1,444.7 | 3.6 | ||||||||||||
| Total | $ | 3,826.0 | 4.1 | % |
*(1)*Includes all available extension options.
*(2)*Includes amortization of debt discounts, debt issuance costs, and fair market value adjustments.
*(3)*Includes the effects of the applicable settled derivatives.
7. Derivative Financial Instruments and Hedging Activities
Risk Management Objective of Using Derivatives. We are exposed to certain risks arising from both our business operations and economic conditions. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we may enter into derivative financial instruments to manage exposures arising from business activities resulting in differences in the amount, timing, and duration of our known or expected cash payments related to our borrowings. We do not utilize derivative financial instruments for trading or speculative purposes. See Note 2. "Summary of Significant Accounting Policies and Recent Accounting Pronouncements" for a further discussion of derivative financial instruments.
Cash Flow Hedges. From time to time, we enter into designated cash flow hedges to manage the variability in cash flows due to changes in benchmark interest rates. We enter into interest rate swap agreements, including forward interest rate swaps and treasury locks, settled in cash based upon the difference between an agreed-upon benchmark rate and the prevailing benchmark rate at settlement. The agreements are generally settled around the time of the pricing of the related debt. Each cash flow derivative gain or loss is recorded to OCI and is subsequently reclassified to interest expense over the life of the related debt. We did not have any cash flow hedges at June 30, 2025 and 2024.
During each of the three months ended June 30, 2025 and 2024, approximately $0.3 million was reclassified from AOCI as an increase to interest expense for derivative financial instruments settled in prior periods and approximately $0.7 million was reclassified from AOCI as an increase to interest expense during each of the six months ended June 30, 2025 and 2024.
Fair Value Hedges. From time to time, we utilize interest rate swaps to achieve an additional level of floating rate debt relative to fixed rate debt as we deem appropriate. We designate fixed to floating interest rate swaps as fair value hedges. The changes in fair value of these derivative instruments and the offsetting changes in fair value of the underlying hedged debt due to changes in the relevant benchmark interest rates are recorded in interest expense. At June 30, 2025 and December 31, 2024, we had one interest rate swap with a notional amount of $500.0 million designated as a fair value hedge, which converted our $500.0 million principal amount of 5.85% fixed rate senior unsecured notes due November 2026 into a floating rate instrument with an interest rate based on a SOFR index. Refer to Note 6. "Notes Payable" for further discussion of the $500.0 million notes due in 2026.
Refer to Note 12. "Fair Value Measurements" for the outstanding derivative instruments and the corresponding fair value classifications.
8. Share-Based Compensation
Incentive Compensation. We currently maintain the 2018 Share Incentive Plan (the "2018 Share Plan"), which was approved by the Company's shareholders. The shares available for awards under the 2018 Share Plan are, subject to certain other limits under the plan, generally available for any type of award authorized under the 2018 Share Plan including stock options, stock appreciation rights, restricted stock awards, stock bonuses, and other stock-based awards. Persons eligible to receive awards under the 2018 Share Plan include subsidiaries' officers and employees, Trust Managers, and certain of our subsidiaries' consultants and advisors. A total of 9.7 million shares ("Share Limit") was authorized for grant under the 2018 Share Plan. Shares issued or to be issued are counted against the Share Limit as (1) 3.45 to 1.0 for every share award, excluding stock options and stock appreciation rights, granted, and (2) 1.0 to 1.0 for every stock option or stock appreciation right granted. As of June 30, 2025, there were approximately 3.5 million common shares available for grant under the 2018 Share Plan, which would result in approximately 1.0 million shares which could be granted pursuant to full value awards conversion ratios as defined under the 2018 Share Plan.
Total compensation cost for share awards charged against income was approximately $4.5 million and $4.0 million for the three months ended June 30, 2025 and 2024, and approximately $8.7 million and $7.5 million for the six months ended June 30, 2025 and 2024, respectively. Total capitalized compensation costs for share awards were approximately $0.7 million and $1.5 million for the three months ended June 30, 2025 and 2024, and approximately $1.6 million and $2.7 million for the six months ended June 30, 2025 and 2024, respectively.
A summary of activity under our share incentive plans for the six months ended June 30, 2025 is shown below:
| Nonvested Share Awards Outstanding | Weighted Average Exercise / Grant Price | ||||||||||||||||||||||
| Nonvested share awards outstanding at December 31, 2024 | 216,190 | $ | 108.07 | ||||||||||||||||||||
| Granted | 235,527 | 118.84 | |||||||||||||||||||||
| Vested | (208,830) | 117.77 | |||||||||||||||||||||
| Forfeited | (1,841) | 109.40 | |||||||||||||||||||||
| Total nonvested share awards outstanding at June 30, 2025 | 241,046 | $ | 110.16 |
Share Awards and Vesting. Share awards for employees generally vest over three years and are valued at the market value of the shares on the grant date. In the event the holder of the share awards attains at least age 65, and with respect to an employee, also attains at least ten or more years of service ("Retirement Eligibility") before the term in which the awards are scheduled to vest, the value of the share awards to such individual is amortized from the date of grant to the individual's Retirement Eligibility date. All new share awards granted to individuals after they reach Retirement Eligibility vest on the date of grant.
The weighted average fair value of share awards granted during the six months ended June 30, 2025 and 2024 was $118.84 per share and $96.12 per share, respectively. The total fair value of shares vested was approximately $24.6 million and $23.7 million during the six months ended June 30, 2025 and 2024, respectively. At June 30, 2025, the unamortized value of previously issued unvested share awards was approximately $21.8 million which is expected to be amortized over the next three years.
9. Net Change in Operating Accounts
The effect of changes in the operating and other accounts on cash flows from operating activities is as follows:
| Six Months Ended June 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Change in assets: | |||||||||||
| Other assets, net | $ | (15,379) | $ | (22,344) | |||||||
| Change in liabilities: | |||||||||||
| Accounts payable and accrued expenses | (9,954) | (5,505) | |||||||||
| Accrued real estate taxes | 12,962 | (5,603) | |||||||||
| Other liabilities | 3,023 | 6,982 | |||||||||
| Other | 2,554 | 2,040 | |||||||||
| Change in operating accounts and other | $ | (6,794) | $ | (24,430) |
10. Commitments and Contingencies
Construction Contracts. As of June 30, 2025, we estimated the total additional cost to complete the four properties currently under construction to be approximately $312.2 million. We expect to fund this amount through a combination of one or more of the following: cash flows generated from operations, draws on our unsecured revolving credit facility and through our commercial paper program, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM program, and other unsecured borrowings or secured mortgages.
Litigation. We are subject to various legal proceedings and claims which arise in the ordinary course of business. Matters which arise out of allegation of bodily injury, property damage, and employment practices are generally covered by insurance. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management currently believes the final outcome of such matters will not have a material adverse effect on our condensed consolidated financial statements.
We have been named as a defendant in several cases alleging antitrust violations by RealPage, Inc. ("RealPage"), a seller of revenue management software and owners and/or operators of multifamily housing, including us, which utilize this software. The complaints allege collusion among the defendants to fix rents in violation of Section 1 of the Sherman Act. The U.S. Judicial Panel on Multidistrict Litigation has consolidated 43 cases, including those filed against us, into a single action in the United States District Court for the Middle District of Tennessee. Separate and apart from these private causes of action, on November 1, 2023, we, along with 13 other owners an/or operators of multifamily housing and RealPage were named as defendants in a lawsuit centering around the use of said revenue management software by the Attorney General of the District of Columbia. On February 28, 2024, we, along with 11 other owners and/or operators of multifamily housing and RealPage were named as defendants in a lawsuit centering around the use of said revenue management software by the Attorney General of Arizona. On January 7, 2025, we along with six other owners and/or operators of multifamily housing, were name in a civil lawsuit brought by the U.S. Department of Justice and ten states against RealPage with similar allegations. Additionally, we have been informed by other state regulators they are investigating this matter. We believe these various lawsuits are without merit and we intend to vigorously defend against them. As these proceedings are still in the discovery phase, it is not possible for the Company to predict the outcome nor is it possible to estimate the amount of loss, if any, which may be associated with an adverse decision in any of these cases.
Other Commitments and Contingencies. In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for acquisitions, dispositions, or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are non-binding as to either party unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the purchase or sale of real property are entered into, these contracts generally provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or we will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real property are frequently extended as needed. An acquisition or sale of real property becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. We are then at risk under a real property acquisition contract, but generally only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a real property sales contract. At June 30, 2025, we had approximately $0.6 million of earnest money deposits for potential acquisitions of land which are included in other assets in our condensed consolidated balance sheet, of which approximately $0.5 million was non-refundable.
Lease Commitments. Substantially all of our lessee operating leases, which are recorded within other liabilities in our condensed consolidated balance sheets, are related to office facility leases. We had no significant changes to our lessee lease commitments for the six months ended June 30, 2025. The lease and non-lease components, excluding short-term lease contracts with a duration of 12 months or less, are accounted for as a combined single component based upon the standalone price at the time the applicable lease is commenced and is recognized as a lease expense on a straight-line basis over the lease term. Most of our office facility leases include options to renew and generally are not included in the operating lease liabilities or right-of-use assets as they are not reasonably certain of being exercised. If an option to renew is exercised, it would be considered a separate contract and recognized based upon the standalone price at the time the option to renew is exercised. Variable lease payments which values are not known at lease commencement, such as executory costs of real estate taxes, property insurance, and common area maintenance, are expensed as incurred. Rental expense totaled approximately $0.9 million for each of the three months ended June 30, 2025 and 2024 and approximately $1.9 million for each of the six months ended June 30, 2025 and 2024.
The following is a summary of our maturities of our lease liabilities as of June 30, 2025:
| (in millions) | |||||
| Year ending December 31, | Operating Leases | ||||
| Remainder of 2025 | $ | 1.1 | |||
| 2026 | 0.8 | ||||
| 2027 | 0.4 | ||||
| 2028 | 0.2 | ||||
| 2029 | — | ||||
| Thereafter | — | ||||
| Discount for time value | (0.1) | ||||
| Lease liability as of June 30, 2025 (1) | $ | 2.4 |
*(1)*In June 2024, the company entered into a new corporate headquarters operating lease with future minimum payments in the aggregate of approximately $29.6 million. As of June 30, 2025, this lease has not commenced and is not reflected on our condensed consolidated balance sheets. This lease is expected to commence in the fourth quarter of fiscal year 2025 with a lease term of 12 years.
11. Income Taxes
We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code of 1986, as amended. In order for us to continue to qualify as a REIT we must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our adjusted taxable income. As a REIT, we generally will not be subject to federal income tax on our taxable income at the corporate level to the extent such income is distributed to our shareholders annually. If our taxable income exceeds our dividends in a tax year, REIT tax rules allow us to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If we fail to qualify as a REIT in any taxable year, we may be subject to federal and state income taxes for such year. In addition, we may not be able to requalify as a REIT for the four subsequent taxable years and may be subject to federal and state income taxes in those years as well. Historically, we have incurred only state and local income, franchise, and excise taxes. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to applicable federal, state, and local income taxes. Our consolidated operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level.
We have recorded income, franchise, sales, and excise taxes in the condensed consolidated statements of income and comprehensive income for the three and six months ended June 30, 2025 and 2024 as income tax expense. Income taxes for the three and six months ended June 30, 2025 were comprised mainly of state income and franchise taxes, and federal taxes related to our taxable REIT subsidiaries. We have no significant temporary or permanent differences or tax credits associated with our taxable REIT subsidiaries.
12. Fair Value Measurements
The following disclosures present information about our fair value measurements using the inputs and fair value hierarchy discussed in Note 2. "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."
Recurring Fair Value Measurements. The following table presents information about our financial instruments measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024.
Financial Instruments Measured at Fair Value on a Recurring Basis
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||||||||||||||||||
| Other Assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation plan investments (1) | $ | 142.4 | $ | — | $ | — | $ | 142.4 | $ | 134.1 | $ | — | $ | — | $ | 134.1 | |||||||||||||||||||||||||||||||
| Derivative financial instruments (fair value hedges) | $ | — | $ | 6.3 | $ | — | $ | 6.3 | $ | — | $ | 5.3 | $ | — | $ | 5.3 | |||||||||||||||||||||||||||||||
*(1)*Approximately $6.9 million and $17.7 million of participant cash was withdrawn from our deferred compensation plan investments during the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.
Non-Recurring Fair Value Disclosures. We did not have any non-recurring fair value measurements during the six months ended June 30, 2025. During the year ended December 31, 2024, we recognized an impairment of approximately $41.0 million related to three land holdings. The fair market value of the impaired land holdings totaled approximately $46.7 million, which was determined using Level 3 inputs primarily based on comparable sales.
Financial Instrument Fair Value Disclosures. The following table presents the carrying and estimated fair values of our notes payable at June 30, 2025 and December 31, 2024.
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| (in millions) | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |||||||||||||||||||
| Fixed rate notes payable | $ | 2,765.7 | $ | 2,602.6 | $ | 2,764.4 | $ | 2,528.6 | |||||||||||||||
| Floating rate notes payable (1) | 1,060.3 | 1,070.1 | 721.2 | 733.0 |
(1) Includes the senior unsecured notes payable and a term loan due in 2026 at June 30, 2025 and December 31, 2024, and includes commercial paper notes at June 30, 2025 and balances outstanding under our unsecured revolving credit facility at December 31, 2024.
13. Reportable Segment
Each of our operating properties is considered a separate operating segment as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish or group our consolidated operations based on size or type and each community has similar long-term economic characteristics and provides similar products and services to our residents. Additionally, all of our operations are within the continental United States and no multifamily apartment community comprises more than 1.5% of consolidated revenues. As a result, our operating properties are aggregated into a single reportable segment.
The Chief Operating Decision Makers ("CODMs") include the Company's President and Chief Financial Officer and its Executive Vice President - Chief Operating Officer. The CODMs primarily assess performance of the Company based upon net operating income ("NOI"). The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets. NOI is measured as total property revenues less total property expenses as reported on the condensed consolidated statements of income and comprehensive income. NOI excludes non-property revenues, other expenses, transactional gains and losses, and income taxes. We consider NOI to be an appropriate measure of operating performance because it reflects the ongoing profitability and performance of our communities without an allocation of corporate level management expense or general and administrative costs. The CODMs utilize NOI to evaluate year-over-year growth of our communities from prior periods, as well as to monitor budget to actual results in assessing performance, allocating resources, and establishing compensation.
The following table details NOI and significant expenses for the three and six months ended June 30:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Property revenues | $ | 396,509 | $ | 387,150 | $ | 787,074 | $ | 770,291 | |||||||||||||||||||||
| Property expenses: | |||||||||||||||||||||||||||||
| Real estate taxes | (50,641) | (48,763) | (100,363) | (98,264) | |||||||||||||||||||||||||
| Salaries and benefits for on-site employees | (27,415) | (25,640) | (53,199) | (50,399) | |||||||||||||||||||||||||
| Utilities | (27,761) | (26,110) | (55,539) | (52,557) | |||||||||||||||||||||||||
| Repairs and maintenance | (19,432) | (18,501) | (36,145) | (35,319) | |||||||||||||||||||||||||
| Other property and maintenance expenses (a) | (18,423) | (19,875) | (37,846) | (40,895) | |||||||||||||||||||||||||
| Net operating income | $ | 252,837 | $ | 248,261 | $ | 503,982 | $ | 492,857 | |||||||||||||||||||||
| Non-property income | 11,051 | 5,277 | 14,746 | 14,148 | |||||||||||||||||||||||||
| Other segment expenses (b) | (39,873) | (29,548) | (70,345) | (61,897) | |||||||||||||||||||||||||
| Interest expense | (35,375) | (32,227) | (69,165) | (64,764) | |||||||||||||||||||||||||
| Depreciation and amortization | (152,108) | (145,894) | (301,360) | (290,696) | |||||||||||||||||||||||||
| Loss on early retirement of debt | — | — | — | (921) | |||||||||||||||||||||||||
| Gain on sale of operating property | 47,293 | — | 47,293 | 43,806 | |||||||||||||||||||||||||
| Income tax expense | (1,231) | (1,059) | (1,790) | (1,964) | |||||||||||||||||||||||||
| Net income | $ | 82,594 | $ | 44,810 | $ | 123,361 | $ | 130,569 |
(a) Other non-significant property segment expenses, include the following other property and maintenance expenses: property insurance, marketing and leasing, property general and administrative, and other property expenses.
(b) Other expenses include property management, fee and asset management, general and administrative, and expense on deferred compensation plans.
Previous: Cover and table of contents · Next: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations