CAMDEN PROPERTY TRUST - Quarter Report: 2021 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended September 30, 2021
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from ______________ to _______________
Commission file number: 1-12110
CAMDEN PROPERTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
| TX | 76-6088377 | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| 11 Greenway Plaza, Suite 2400 | Houston, | Texas | 77046 | |||||||||||
| (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 class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Shares of Beneficial Interest, $.01 par value | CPT | NYSE | ||||||
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 Filer | ý | Accelerated filer | ☐ | ||||||||||||||
| Non-accelerated filer | ¨ | Smaller Reporting Company | ☐ | ||||||||||||||
| Emerging Growth Company | ☐ | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
On October 22, 2021, 102,197,283 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.
CAMDEN PROPERTY TRUST
Table of Contents
| Page | |||||||||||
| PART I | |||||||||||
| Item 1 | |||||||||||
Item 2 | |||||||||||
| Item 3 | |||||||||||
| Item 4 | |||||||||||
| PART II | |||||||||||
| Item 1 | |||||||||||
| Item 1A | |||||||||||
| Item 2 | |||||||||||
| Item 3 | |||||||||||
| Item 4 | |||||||||||
| Item 5 | |||||||||||
| Item 6 | |||||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in thousands, except per share amounts) | September 30, 2021 | December 31, 2020 | |||||||||
| Assets | |||||||||||
| Real estate assets, at cost | |||||||||||
| Land | $ | 1,317,431 | $ | 1,225,214 | |||||||
| Buildings and improvements | 8,536,620 | 7,763,748 | |||||||||
| $ | 9,854,051 | $ | 8,988,962 | ||||||||
| Accumulated depreciation | (3,319,206) | (3,034,186) | |||||||||
| Net operating real estate assets | $ | 6,534,845 | $ | 5,954,776 | |||||||
| Properties under development, including land | 428,622 | 564,215 | |||||||||
| Investments in joint ventures | 17,788 | 18,994 | |||||||||
| Total real estate assets | $ | 6,981,255 | $ | 6,537,985 | |||||||
| Accounts receivable – affiliates | 18,686 | 20,158 | |||||||||
| Other assets, net | 252,079 | 216,276 | |||||||||
| Cash and cash equivalents | 428,226 | 420,441 | |||||||||
| Restricted cash | 5,321 | 4,092 | |||||||||
| Total assets | $ | 7,685,567 | $ | 7,198,952 | |||||||
| Liabilities and equity | |||||||||||
| Liabilities | |||||||||||
| Unsecured notes payable | $ | 3,169,428 | $ | 3,166,625 | |||||||
| Accounts payable and accrued expenses | 191,648 | 175,608 | |||||||||
| Accrued real estate taxes | 88,116 | 66,156 | |||||||||
| Distributions payable | 87,919 | 84,147 | |||||||||
| Other liabilities | 194,634 | 189,829 | |||||||||
| Total liabilities | $ | 3,731,745 | $ | 3,682,365 | |||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Equity | |||||||||||
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 113,590 and 109,110 issued; 111,437 and 106,860 outstanding at September 30, 2021 and December 31, 2020, respectively | 1,114 | 1,069 | |||||||||
| Additional paid-in capital | 5,180,783 | 4,581,710 | |||||||||
| Distributions in excess of net income attributable to common shareholders | (954,880) | (791,079) | |||||||||
Treasury shares, at cost (9,239 and 9,442 common shares at September 30, 2021 and December 31, 2020, respectively) | (334,066) | (341,412) | |||||||||
| Accumulated other comprehensive loss | (4,266) | (5,383) | |||||||||
| Total common equity | $ | 3,888,685 | $ | 3,444,905 | |||||||
| Non-controlling interests | 65,137 | 71,682 | |||||||||
| Total equity | $ | 3,953,822 | $ | 3,516,587 | |||||||
| Total liabilities and equity | $ | 7,685,567 | $ | 7,198,952 | |||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
1
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) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Property revenues | $ | 294,130 | $ | 265,721 | $ | 838,221 | $ | 782,283 | |||||||||||||||
| Property expenses | |||||||||||||||||||||||
| Property operating and maintenance | $ | 71,337 | $ | 65,191 | $ | 200,360 | $ | 189,788 | |||||||||||||||
| Real estate taxes | 38,731 | 35,861 | 113,611 | 105,081 | |||||||||||||||||||
| Total property expenses | $ | 110,068 | $ | 101,052 | $ | 313,971 | $ | 294,869 | |||||||||||||||
| Non-property income | |||||||||||||||||||||||
| Fee and asset management | $ | 3,248 | $ | 2,542 | $ | 7,717 | $ | 7,449 | |||||||||||||||
| Interest and other income | 443 | 1,948 | 1,032 | 2,602 | |||||||||||||||||||
| Income/(loss) on deferred compensation plans | (843) | 5,071 | 9,183 | 1,646 | |||||||||||||||||||
| Total non-property income | $ | 2,848 | $ | 9,561 | $ | 17,932 | $ | 11,697 | |||||||||||||||
| Other expenses | |||||||||||||||||||||||
| Property management | $ | 6,640 | $ | 5,894 | $ | 19,200 | $ | 18,360 | |||||||||||||||
| Fee and asset management | 1,159 | 1,018 | 3,310 | 2,681 | |||||||||||||||||||
| General and administrative | 14,960 | 12,726 | 44,428 | 40,350 | |||||||||||||||||||
| Interest | 24,987 | 24,265 | 72,715 | 67,454 | |||||||||||||||||||
| Depreciation and amortization | 111,462 | 90,575 | 304,189 | 275,237 | |||||||||||||||||||
| Expense/(benefit) on deferred compensation plans | (843) | 5,071 | 9,183 | 1,646 | |||||||||||||||||||
| Total other expenses | $ | 158,365 | $ | 139,549 | $ | 453,025 | $ | 405,728 | |||||||||||||||
| Gain on sale of land | — | — | — | 382 | |||||||||||||||||||
| Equity in income of joint ventures | 2,540 | 2,154 | 6,652 | 5,909 | |||||||||||||||||||
Income from continuing operations before income taxes | $ | 31,085 | $ | 36,835 | $ | 95,809 | $ | 99,674 | |||||||||||||||
| Income tax expense | (480) | (615) | (1,292) | (1,476) | |||||||||||||||||||
| Net income | $ | 30,605 | $ | 36,220 | $ | 94,517 | $ | 98,198 | |||||||||||||||
Less income allocated to non-controlling interests | (1,122) | (1,263) | (3,508) | (3,480) | |||||||||||||||||||
Net income attributable to common shareholders | $ | 29,483 | $ | 34,957 | $ | 91,009 | $ | 94,718 | |||||||||||||||
| Earnings per share – basic | $ | 0.29 | $ | 0.35 | $ | 0.90 | $ | 0.95 | |||||||||||||||
| Earnings per share – diluted | $ | 0.29 | $ | 0.35 | $ | 0.90 | $ | 0.95 | |||||||||||||||
| Weighted average number of common shares outstanding – basic | 103,071 | 99,419 | 101,119 | 99,372 | |||||||||||||||||||
| Weighted average number of common shares outstanding – diluted | 103,171 | 99,455 | 101,199 | 99,414 | |||||||||||||||||||
| Condensed Consolidated Statements of Comprehensive Income | |||||||||||||||||||||||
| Net income | $ | 30,605 | $ | 36,220 | $ | 94,517 | $ | 98,198 | |||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Reclassification of net loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation | 372 | 366 | 1,117 | 1,098 | |||||||||||||||||||
| Comprehensive income | $ | 30,977 | $ | 36,586 | $ | 95,634 | $ | 99,296 | |||||||||||||||
| Less income allocated to non-controlling interests | (1,122) | (1,263) | (3,508) | (3,480) | |||||||||||||||||||
| Comprehensive income attributable to common shareholders | $ | 29,855 | $ | 35,323 | $ | 92,126 | $ | 95,816 | |||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
2
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
For the nine months ended September 30, 2021
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income | Treasury shares, at cost | Accumulated other comprehensive (loss)/income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, December 31, 2020 | $ | 1,069 | $ | 4,581,710 | $ | (791,079) | $ | (341,412) | $ | (5,383) | $ | 71,682 | $ | 3,516,587 | |||||||||||||||||||||||||||
| Net income | 91,009 | 3,508 | 94,517 | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 1,117 | 1,117 | |||||||||||||||||||||||||||||||||||||||
| Common shares issued | 43 | 579,475 | 579,518 | ||||||||||||||||||||||||||||||||||||||
| Net share awards | 11,359 | 6,450 | 17,809 | ||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | 2,472 | 896 | 3,368 | ||||||||||||||||||||||||||||||||||||||
| Conversion of operating partnership units | 1 | 5,935 | (5,936) | — | |||||||||||||||||||||||||||||||||||||
Cash distributions declared to equity holders ($2.49 per common share) | (254,810) | (4,117) | (258,927) | ||||||||||||||||||||||||||||||||||||||
| Other | 1 | (168) | (167) | ||||||||||||||||||||||||||||||||||||||
| Equity, September 30, 2021 | $ | 1,114 | $ | 5,180,783 | $ | (954,880) | $ | (334,066) | $ | (4,266) | $ | 65,137 | $ | 3,953,822 | |||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
3
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Unaudited)
For the three months ended September 30, 2021
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income | Treasury shares, at cost | Accumulated other comprehensive (loss)/income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, June 30, 2021 | $ | 1,098 | $ | 4,953,703 | $ | (897,761) | $ | (334,161) | $ | (4,638) | $ | 67,967 | 3,786,208 | ||||||||||||||||||||||||||||
| Net income | 29,483 | 1,122 | 30,605 | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 372 | 372 | |||||||||||||||||||||||||||||||||||||||
| Common shares issued | 14 | 220,661 | 220,675 | ||||||||||||||||||||||||||||||||||||||
| Net share awards | 3,876 | 95 | 3,971 | ||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | 33 | 33 | |||||||||||||||||||||||||||||||||||||||
| Conversion of operating partnership units | 2,619 | (2,619) | — | ||||||||||||||||||||||||||||||||||||||
Cash distributions declared to equity holders ($0.83 per common share) | (86,602) | (1,333) | (87,935) | ||||||||||||||||||||||||||||||||||||||
| Other | 2 | (109) | (107) | ||||||||||||||||||||||||||||||||||||||
| Equity, September 30, 2021 | $ | 1,114 | $ | 5,180,783 | $ | (954,880) | $ | (334,066) | $ | (4,266) | $ | 65,137 | $ | 3,953,822 | |||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
4
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Unaudited)
For the nine months ended September 30, 2020
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income | Treasury shares, at cost | Accumulated other comprehensive (loss)/income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, December 31, 2019 | $ | 1,069 | $ | 4,566,731 | $ | (584,167) | $ | (348,419) | $ | (6,529) | $ | 73,039 | $ | 3,701,724 | |||||||||||||||||||||||||||
| Net income | 94,718 | 3,480 | 98,198 | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 1,098 | 1,098 | |||||||||||||||||||||||||||||||||||||||
| Net share awards | 10,729 | 6,185 | 16,914 | ||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | 679 | 403 | 1,082 | ||||||||||||||||||||||||||||||||||||||
Cash distributions declared to equity holders ($2.49 per common share) | (248,107) | (4,353) | (252,460) | ||||||||||||||||||||||||||||||||||||||
| Other | (1) | (326) | (222) | (549) | |||||||||||||||||||||||||||||||||||||
| Equity, September 30, 2020 | $ | 1,068 | $ | 4,577,813 | $ | (737,556) | $ | (341,831) | $ | (5,431) | $ | 71,944 | $ | 3,566,007 | |||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
5
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Unaudited)
For the three months ended September 30, 2020
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Common shares of beneficial interest | Additional paid-in capital | Distributions in excess of net income | Treasury shares, at cost | Accumulated other comprehensive (loss)/income | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| Equity, June 30, 2020 | $ | 1,068 | $ | 4,574,387 | $ | (689,809) | $ | (341,637) | $ | (5,797) | $ | 72,355 | 3,610,567 | ||||||||||||||||||||||||||||
| Net income | 34,957 | 1,263 | 36,220 | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 366 | 366 | |||||||||||||||||||||||||||||||||||||||
| Net share awards | 3,583 | (194) | 3,389 | ||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | 39 | 39 | |||||||||||||||||||||||||||||||||||||||
Cash distributions declared to equity holders ($0.83 per common share) | (82,704) | (1,452) | (84,156) | ||||||||||||||||||||||||||||||||||||||
Other | (196) | (222) | (418) | ||||||||||||||||||||||||||||||||||||||
| Equity, September 30, 2020 | $ | 1,068 | $ | 4,577,813 | $ | (737,556) | $ | (341,831) | $ | (5,431) | $ | 71,944 | $ | 3,566,007 | |||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
6
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 94,517 | $ | 98,198 | |||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| Depreciation and amortization | 304,189 | 275,237 | |||||||||
| Gain on sale of land | — | (382) | |||||||||
| Distributions of income from joint ventures | 6,553 | 6,250 | |||||||||
| Equity in income of joint ventures | (6,652) | (5,909) | |||||||||
| Share-based compensation | 12,148 | 10,237 | |||||||||
| Net change in operating accounts and other | 25,267 | 29,653 | |||||||||
| Net cash from operating activities | $ | 436,022 | $ | 413,284 | |||||||
| Cash flows from investing activities | |||||||||||
| Development and capital improvements, including land | $ | (279,698) | $ | (294,409) | |||||||
| Acquisition of operating properties | (464,000) | — | |||||||||
| Proceeds from sale of land | — | 753 | |||||||||
| Increase in non-real estate assets | (4,685) | (6,126) | |||||||||
| Other | (7,371) | 1,693 | |||||||||
| Net cash from investing activities | $ | (755,754) | $ | (298,089) | |||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from issuance of common shares | $ | 579,518 | $ | — | |||||||
| Distributions to common shareholders and non-controlling interests | (255,120) | (249,223) | |||||||||
| Borrowings on unsecured credit facility and other short-term borrowings | — | 358,000 | |||||||||
| Repayments on unsecured credit facility and other short-term borrowings | — | (402,000) | |||||||||
| Proceeds from notes payable | — | 743,103 | |||||||||
| Other | 4,348 | 958 | |||||||||
| Net cash from financing activities | $ | 328,746 | $ | 450,838 | |||||||
| Net increase in cash, cash equivalents, and restricted cash | 9,014 | 566,033 | |||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 424,533 | 27,499 | |||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 433,547 | $ | 593,532 | |||||||
| Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets | |||||||||||
| Cash and cash equivalents | $ | 428,226 | $ | 589,614 | |||||||
| Restricted cash | 5,321 | 3,918 | |||||||||
| Total cash, cash equivalents, and restricted cash, end of period | $ | 433,547 | $ | 593,532 | |||||||
| Supplemental information | |||||||||||
| Cash paid for interest, net of interest capitalized | $ | 64,794 | $ | 56,895 | |||||||
| Cash paid for income taxes | 2,221 | 1,920 | |||||||||
| Supplemental schedule of noncash investing and financing activities | |||||||||||
| Distributions declared but not paid | 87,919 | 84,137 | |||||||||
| Value of shares issued under benefit plans, net of cancellations | 18,858 | 19,538 | |||||||||
| Conversion of operating partnership units to common shares | 5,936 | — | |||||||||
| Accrual associated with construction and capital expenditures | 25,137 | 26,845 | |||||||||
| Right-of-use assets obtained in exchange for the use of new operating lease liabilities | — | 93 | |||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
7
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 September 30, 2021, we owned interests in, operated, or were developing 178 multifamily properties comprised of 60,587 apartment homes across the United States. Of the 178 properties, six properties were under construction as of September 30, 2021, and will consist of a total of 1,905 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 and joint ventures (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 September 30, 2021, 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 September 30, 2021, 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 2020 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 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.
We recognized amortization expense related to in-place leases of approximately $8.4 million and $0.3 million for the three months ended September 30, 2021 and 2020, respectively, and approximately $10.9 million and $9.1 million for the nine months ended September 30, 2021 and 2020, respectively. We recognized revenue related to net below-market leases of $0.2 million for each of the three and nine months ended September 30, 2021 and did not recognize revenue related to above or below-market leases for either the three or nine months ended September 30, 2020. During the three and nine months ended September 30, 2021, the weighted average amortization periods for in-place leases were each approximately ten months, and the weighted average amortization periods for net below-market leases were each approximately ten months. During the three and nine months ended September 30, 2020, the weighted average amortization periods for in-place leases were approximately six months and seven months, respectively.
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
8
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, management estimates, and discounted cash flow calculations which utilize inputs from a marketplace participant's perspective. In addition, we evaluate our equity investments in joint ventures and record an impairment charge if we believe there is an other than temporary decline in market value below the carrying value of our investment. We did not record any impairment charges for the three or nine months ended September 30, 2021 or 2020.
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 in our 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 $4.4 million for the three months ended September 30, 2021 and 2020, respectively, and was approximately $12.8 million and $13.0 million for the nine months ended September 30, 2021 and 2020, respectively. Capitalized real estate taxes were approximately $0.2 million and $0.8 million for the three months ended September 30, 2021 and 2020, respectively, and were approximately $2.7 million and $3.7 million for the nine months ended September 30, 2021 and 2020, 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 including 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 | ||||
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.
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Recurring Fair Value Measurements. The following describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis:
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 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 if they 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 September 30, 2021 and December 31, 2020, 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 from amounts received 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 the sales taxes collected from lessees and 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 from amounts received 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.
The pandemic-related concessions provided to our residents/tenants were primarily related to changes in timing of rent payments with no significant changes to the total payment or term. In accordance with the Financial Standards Board ("FASB") question and answer document issued in April 2020, we elected to account for these concessions as a deferred payment and continued to recognize property revenue on the existing straight-line basis over the remaining applicable lease term. We recognize any changes in payment through lease receivables, which is recorded in other assets, net, in our condensed consolidated balance sheets, and any identified uncollectible amounts related to deferred amounts are presented as an adjustment to property revenue.
As of September 30, 2021, 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:
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| (in millions) | |||||
| Year ended December 31, | Operating Leases | ||||
| Remainder of 2021 | $ | 290.5 | |||
| 2022 | 537.6 | ||||
| 2023 | 5.3 | ||||
| 2024 | 3.7 | ||||
| 2025 | 3.1 | ||||
| Thereafter | 11.1 | ||||
| Total | $ | 851.3 | |||
Credit Risk. In management’s opinion, due to the number of residents, the types and diversity of submarkets in which our properties operate, and the collection terms, there is no significant concentration of credit risk.
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, and 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 will be considered in our calculation for diluted earnings-per-share until settlement, using the treasury stock method. The number of common share equivalent securities excluded from the diluted earnings per share calculation were approximately 1.7 million and 1.8 million for the three and nine months ended September 30, 2021 and approximately 2.0 million for the each of the three and nine months ended September 30, 2020. These securities, which include share awards granted and units convertible into common shares, were excluded from the diluted earnings per share calculations as they are anti-dilutive. The following table presents information necessary to calculate basic and diluted earnings per share for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||
| Earnings per common share calculation – basic | ||||||||||||||||||||||||||
| Income from continuing operations attributable to common shareholders | $ | 29,483 | $ | 34,957 | $ | 91,009 | $ | 94,718 | ||||||||||||||||||
| Amount allocated to participating securities | (30) | (74) | (122) | (204) | ||||||||||||||||||||||
| Net income attributable to common shareholders – basic | $ | 29,453 | $ | 34,883 | $ | 90,887 | $ | 94,514 | ||||||||||||||||||
| Total earnings per common share – basic | $ | 0.29 | $ | 0.35 | $ | 0.90 | $ | 0.95 | ||||||||||||||||||
| Weighted average number of common shares outstanding – basic | 103,071 | 99,419 | 101,119 | 99,372 | ||||||||||||||||||||||
| Earnings per common share calculation – diluted | ||||||||||||||||||||||||||
| Net income attributable to common shareholders – diluted | $ | 29,453 | $ | 34,883 | $ | 90,887 | $ | 94,514 | ||||||||||||||||||
| Total earnings per common share – diluted | $ | 0.29 | $ | 0.35 | $ | 0.90 | $ | 0.95 | ||||||||||||||||||
| Weighted average number of common shares outstanding – basic | 103,071 | 99,419 | 101,119 | 99,372 | ||||||||||||||||||||||
| Incremental shares issuable from assumed conversion of: | ||||||||||||||||||||||||||
| Share awards granted | 100 | 36 | 80 | 42 | ||||||||||||||||||||||
| Weighted average number of common shares outstanding – diluted | 103,171 | 99,455 | 101,199 | 99,414 | ||||||||||||||||||||||
4. Common Shares
In August 2021, 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 price of up to $500.0 million (the "2021 ATM program"), in
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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. The proceeds from the sale of our common shares under the 2021 ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under our $900 million unsecured line of credit, 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 2021 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). During the three months ended September 31, 2021 and through the date of this filing, we have not entered into any forward sale agreements under the 2021 ATM program.
During the three months ended September 30, 2021, we sold an aggregate of approximately 1.5 million common shares at an average price per share of $150.28, for aggregate net consideration of approximately $220.7 million under the 2021 ATM program. The proceeds from the sale of our common shares under the 2021 ATM program were used for general corporate purposes, which included funding for development activities and financing for acquisitions. We did not sell any additional shares subsequent to September 30, 2021, and as of the date of this filing, we had common shares having an aggregate offering price of up to $278.2 million remaining available for sale under the 2021 ATM program.
In June 2020, we created an ATM share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to $362.7 million (the "2020 ATM program"). During the three and six months ended June 30, 2021, we sold an aggregate of approximately 2.9 million common shares at an average price per share of $126.64, for aggregate net consideration of approximately $358.8 million. In August 2021, we terminated the 2020 ATM program with an aggregate offering price of approximately $0.2 million not sold. There were no additional shares sold under the 2020 ATM program from June 30, 2021 through the date of the termination agreements, and no further common shares were available for sale under this 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. There were no repurchases during the three and nine months ended September 30, 2021. As of the date of this filing, the remaining dollar value of our common equity securities authorized to be repurchased under this program was approximately $269.5 million.
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 September 30, 2021, we had approximately 102.2 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding.
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5. Acquisitions and Dispositions
Acquisition of Operating Properties. In August 2021, we acquired one operating property comprised of 368 apartment homes located in St. Petersburg, Florida for approximately $176.3 million. In June 2021, we acquired one operating property comprised of 328 apartment homes located in Franklin, Tennessee for approximately $105.3 million and one operating property comprised of 430 apartment homes located in Nashville, Tennessee for approximately $186.3 million. In October 2021, we acquired one operating property comprised of 558 apartment homes located in Dallas, Texas for approximately $165.5 million.
Acquisition of Land. We did not acquire any land during the three months ended September 30, 2021. During the nine months ended September 30, 2021, we acquired approximately 14.6 acres of land in The Woodlands, Texas for approximately $9.3 million and approximately 0.2 acres of land in St. Petersburg, Florida for approximately $2.1 million for future development purposes. In October 2021, we acquired approximately 5.2 acres of land in Denver, Colorado for approximately $24.0 million for future development purposes. During the nine months ended September 30, 2020, we acquired approximately 4.9 acres of land in Raleigh, North Carolina for approximately $18.2 million for future development purposes.
Disposition of Land. We did not sell any land during the nine months ended September 30, 2021. During the nine months ended September 30, 2020, we sold approximately 4.7 acres of land adjacent to one of our operating properties in Raleigh, North Carolina for approximately $0.8 million and recognized a gain of $0.4 million.
6. Investments in Joint Ventures
Our equity investments in unconsolidated joint ventures, which we account for utilizing the equity method of accounting, consists of three funds (collectively, the "Funds"). As of September 30, 2021, we had two discretionary investment funds in which we had an ownership interest of 31.3% in each of these funds. We hold a 40% ownership interest in a third fund with an unaffiliated third party which may hold multifamily investments of approximately $360 million; this third fund did not own any properties as of September 30, 2021 or 2020. We provide property and asset management and other services to the Funds which own operating properties and we may also provide construction and development services to the Funds which own properties under development. The following table summarizes the combined balance sheets and statements of income data for the Funds as of and for the periods presented:
| (in millions) | September 30, 2021 | December 31, 2020 | |||||||||
| Total assets | $ | 690.6 | $ | 691.5 | |||||||
| Total third-party debt | 514.6 | 509.1 | |||||||||
| Total equity | 144.9 | 149.1 | |||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
Total revenues (1) | $ | 35.4 | $ | 32.7 | $ | 102.6 | $ | 95.8 | |||||||||||||||
| Net income | 5.4 | 4.3 | 13.8 | 11.7 | |||||||||||||||||||
Equity in income (2)(3) | 2.5 | 2.2 | 6.7 | 5.9 | |||||||||||||||||||
(1)Total revenues for the nine months ended September 30, 2020 includes approximately $1.3 million of Resident Relief Funds payments which was recorded as a reduction to property revenues.
(2)Equity in income excludes our ownership interest of fee income from various services provided by us to the Funds.
(3)Equity in income for the nine months ended September 30, 2020 includes our ownership interest of the Resident Relief Funds payments of approximately $0.4 million.
As of September 30, 2021, the Funds have been funded in part with secured third-party debt and we have no outstanding guarantees related to debt of the Funds.
We may earn fees for property and asset management, construction, development, and other services related to the Funds and may earn a promoted equity interest if certain thresholds are met. We eliminate fee income for services provided to the Funds to the extent of our ownership. Fees earned for these services, net of eliminations, were approximately $1.8 million and $1.9 million for the three months ended September 30, 2021 and 2020, respectively, and approximately $4.9 million and $5.7 million for the nine months ended September 30, 2021 and 2020, respectively.
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7. Notes Payable
The following is a summary of our indebtedness:
| (in millions) | September 30, 2021 | December 31, 2020 | ||||||||||||
| Commercial banks | ||||||||||||||
1.85% Term Loan, due 2022 | $ | 39.9 | $ | 39.7 | ||||||||||
| Senior unsecured notes | ||||||||||||||
3.15% Notes, due 2022 | $ | 349.1 | $ | 348.6 | ||||||||||
5.07% Notes, due 2023 | 249.2 | 248.9 | ||||||||||||
4.36% Notes, due 2024 | 249.4 | 249.2 | ||||||||||||
3.68% Notes, due 2024 | 248.7 | 248.4 | ||||||||||||
3.74% Notes, due 2028 | 397.7 | 397.3 | ||||||||||||
3.67% Notes, due 2029 (1) | 594.7 | 594.3 | ||||||||||||
2.91% Notes, due 2030 | 744.0 | 743.5 | ||||||||||||
3.41% Notes, due 2049 | 296.7 | 296.7 | ||||||||||||
| $ | 3,129.5 | $ | 3,126.9 | |||||||||||
Total unsecured notes payable (2) | $ | 3,169.4 | $ | 3,166.6 | ||||||||||
(1) 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%.
(2) Unamortized debt discounts and debt issuance costs of $20.6 million and $23.4 million are included in senior unsecured notes payable as of September 30, 2021 and December 31, 2020, respectively.
We have a $900 million unsecured credit facility which matures in March 2023, with two options to further extend the facility at our election for two additional six-month periods and may be expanded three times by up to an additional $500 million upon satisfaction of certain conditions. The interest rate on our unsecured credit facility is based upon the London Interbank Offered Rate ("LIBOR") plus a margin which is subject to change as our credit ratings change. Advances under our 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 $450 million or the remaining amount available under our credit facility. Our 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 September 30, 2021 and through the date of this filing.
Our 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 credit facility, it does reduce the amount available. At September 30, 2021, we had no borrowings outstanding on our $900 million credit facility and we had outstanding letters of credit totaling approximately $14.8 million, leaving approximately $885.2 million available under our credit facility.
We had outstanding floating rate debt of approximately $39.9 million and $99.8 million at September 30, 2021 and 2020, respectively. The weighted average interest rate on such debt was approximately 1.9% and 1.2% for the nine months ended September 30, 2021 and 2020, respectively.
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Our indebtedness had a weighted average maturity of approximately 7.7 years at September 30, 2021. 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 September 30, 2021:
| (in millions) (1) | Amount (2) | Weighted Average Interest Rate (3) | ||||||||||||
| Remainder of 2021 | $ | (0.9) | — | % | ||||||||||
| 2022 | 386.3 | 3.0 | ||||||||||||
| 2023 | 247.3 | 5.1 | ||||||||||||
| 2024 | 497.9 | 4.0 | ||||||||||||
| 2025 | (1.8) | — | ||||||||||||
| Thereafter | 2,040.6 | 3.4 | ||||||||||||
| Total | $ | 3,169.4 | 3.6 | % | ||||||||||
(1)Includes all available extension options.
(2)Includes amortization of debt discounts and debt issuance costs.
(3)Includes the effects of the applicable settled forward interest rate swaps.
8. 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 principally related to our borrowings.
Cash Flow Hedges of Interest Rate Risk. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
Designated Hedges. The gain or loss on derivatives designated and qualifying as cash flow hedges is reported as a component of other comprehensive income or loss, and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings and is presented in the same line item as the earnings effect of the hedged item. At September 30, 2021 and 2020, we had no designated hedges outstanding.
As of each of the three and nine months ended September 30, 2021 and 2020, there were no unrealized gains or losses recognized in other comprehensive income related to derivative financial instruments. During each of the three months ended September 30, 2021 and 2020, approximately $0.3 million was reclassified from accumulated other comprehensive income (loss) as an increase to interest expense and approximately $1.0 million was reclassified from accumulated other comprehensive income (loss) as an increase to interest expense during each of the nine months ended September 30, 2021 and 2020, for derivative financial instruments settled in prior periods.
9. Share-Based Compensation and Non-Qualified Deferred Compensation Plan
Incentive Compensation. We currently maintain the 2018 Share Incentive Plan (the “2018 Share Plan”) and the 2011 Share Incentive Plan (the “2011 Share Plan”), although no new awards may be granted under the 2011 Plan. Each of these plans were approved by our 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 our and our subsidiaries' officers and employees, Trust Managers, and certain of our and our subsidiaries' consultants and advisors. A total of 9.7 million shares (“Share Limit”) was authorized 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 share appreciation rights, granted, and (2) 1.0 to 1.0 for every share of stock option or share appreciation right granted. As of September 30, 2021, there were approximately 6.3 million common shares available under the 2018 Share Plan, which would result in approximately 1.8 million shares which could be granted pursuant to full value awards conversion ratios as defined under the plan.
Total compensation cost for share awards charged against income was approximately $4.1 million and $3.6 million for the three months ended September 30, 2021 and 2020, respectively, and approximately $12.5 million and $11.4 million for the nine months ended September 30, 2021 and 2020, respectively. Total capitalized compensation costs for share awards were
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approximately $1.0 million and $0.8 million for the three months ended September 30, 2021 and 2020, respectively and approximately $2.8 million and $2.6 million for the nine months ended September 30, 2021 and 2020, respectively.
A summary of activity under our share incentive plans for the nine months ended September 30, 2021 is shown below:
| Nonvested Share Awards Outstanding | Weighted Average Exercise / Grant Price | ||||||||||
| Nonvested share awards outstanding at December 31, 2020 | 239,728 | $ | 103.48 | ||||||||
| Granted | 187,933 | 105.63 | |||||||||
| Vested | (231,280) | 101.96 | |||||||||
| Forfeited | (9,373) | 106.67 | |||||||||
| Total nonvested share awards outstanding at September 30, 2021 | 187,008 | $ | 107.36 | ||||||||
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 employees, also attain 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 is amortized from the date of grant to the individual's Retirement Eligibility date. All new share awards granted after reaching retirement eligibility vest on the date of grant.
The weighted average fair value of share awards granted during the nine months ended September 30, 2021 and 2020 was $105.63 per share and $113.56 per share, respectively. The total fair value of shares vested during the nine months ended September 30, 2021 and 2020 was approximately $23.6 million and $18.7 million, respectively. At September 30, 2021, the unamortized value of previously issued unvested share awards was approximately $13.9 million which is expected to be amortized over the next two years.
10. Net Change in Operating Accounts
The effect of changes in the operating and other accounts on cash flows from operating activities is as follows:
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Change in assets: | |||||||||||
| Other assets, net | $ | (18,233) | $ | (14,559) | |||||||
| Change in liabilities: | |||||||||||
| Accounts payable and accrued expenses | 17,899 | 11,527 | |||||||||
| Accrued real estate taxes | 19,247 | 32,748 | |||||||||
| Other liabilities | 3,551 | (1,193) | |||||||||
| Other | 2,803 | 1,130 | |||||||||
| Change in operating accounts and other | $ | 25,267 | $ | 29,653 | |||||||
11. Commitments and Contingencies
Construction Contracts. As of September 30, 2021, we estimate the total additional cost to complete the six properties currently under construction to be approximately $242.4 million. We expect to fund this amount through a combination of one or more of the following: cash and cash equivalents, cash flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our 2021 ATM program, and other unsecured borrowings or secured mortgages.
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
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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 September 30, 2021, we had approximately $7.9 million of earnest money deposits, of which $0.9 million was non-refundable, for potential acquisitions of land and operating properties which are included in other assets, net in our condensed consolidated balance sheet.
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 nine months ended September 30, 2021. 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 $1.1 million for both the three months ended September 30, 2021 and 2020 and totaled approximately $3.3 million and $3.2 million for the nine months ended September 30, 2021 and 2020, respectively. The following is a summary of our maturities of our lease liabilities as of September 30, 2021:
| (in millions) | |||||
| Year ended December 31, | Operating Leases | ||||
| Remainder of 2021 | $ | 0.8 | |||
| 2022 | 3.1 | ||||
| 2023 | 3.0 | ||||
| 2024 | 2.8 | ||||
| 2025 | 2.0 | ||||
| Thereafter | 0.1 | ||||
| Less: discount for time value | (1.1) | ||||
| Lease liability as of September 30, 2021 | $ | 10.7 | |||
Investments in Joint Ventures. We have entered into, and may continue in the future to enter into joint ventures, including partnerships and limited liability companies, through which we own an indirect economic interest in less than 100% of the community or land owned directly by the joint venture. Our decision whether to hold the entire interest in an apartment community or land ourselves, or to have an indirect interest in the community or land through a joint venture, is based on a variety of factors and considerations, including: (i) our projection, in some circumstances, that we will achieve higher returns on our invested capital or reduce our risk if a joint venture vehicle is used; (ii) our desire to diversify our portfolio of investments by market; (iii) our desire at times to preserve our capital resources to maintain liquidity or balance sheet strength; and (iv) the economic and tax terms required by a seller of land or of a community, who may prefer or who may require less payment if the land or community is contributed to a joint venture. Investments in joint ventures are not limited to a specified percentage of our assets. Each joint venture agreement is individually negotiated, and our ability to operate or dispose of land or of a community in our sole discretion may be limited to varying degrees in our existing joint venture agreements and may be limited to varying degrees depending on the terms of future joint venture agreements.
12. 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
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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 nine months ended September 30, 2021 and 2020 as income tax expense. Income taxes for the three and nine months ended September 30, 2021 primarily related to state income tax and federal taxes on the taxable income of certain of our taxable REIT subsidiaries. We have no significant temporary or permanent differences or tax credits associated with our taxable REIT subsidiaries.
We believe we have no uncertain tax positions or unrecognized tax benefits requiring disclosure as of and for the nine months ended September 30, 2021.
13. Fair Value Measurements
Recurring Fair Value Measurements. The following table presents information about our financial instruments measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 using the inputs and fair value hierarchy discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."
Financial Instruments Measured at Fair Value on a Recurring Basis
| September 30, 2021 | December 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
| (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) | $ | 131.7 | $ | — | $ | — | $ | 131.7 | $ | 129.8 | $ | — | $ | — | $ | 129.8 | |||||||||||||||||||||||||||||||
(1)Approximately $10.4 million and $37.8 million of participant cash was withdrawn from our deferred compensation plan investments during the nine months ended September 30, 2021 and the year ended December 31, 2020, respectively.
Non-Recurring Fair Value Disclosures. The nonrecurring fair value disclosure inputs under the fair value hierarchy are discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements." We completed three asset acquisitions of operating properties during the nine months ended September 30, 2021. We recorded the real estate assets and identifiable above and below-market and in-place leases at their relative fair values based upon methods similar to those used by independent appraisers of income producing properties. The fair value measurements associated with the valuation of these acquired assets represent Level 3 measurements within the fair value hierarchy. See Note 5, "Acquisitions and Dispositions" for a further discussion about these acquisitions.
Financial Instrument Fair Value Disclosures. The following table presents the carrying and estimated fair values of our notes payable at September 30, 2021 and December 31, 2020, in accordance with the policies discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."
| September 30, 2021 | December 31, 2020 | ||||||||||||||||||||||
| (in millions) | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |||||||||||||||||||
| Fixed rate notes payable | $ | 3,129.5 | $ | 3,396.2 | $ | 3,126.9 | $ | 3,519.9 | |||||||||||||||
| Floating rate notes payable | 39.9 | 40.1 | 39.7 | 40.0 | |||||||||||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this report, as well as Part I, Item 1A, "Risk Factors" within our Annual Report on Form 10-K for the year ended December 31, 2020. Historical results and trends which might appear in the condensed consolidated financial statements should not be interpreted as being indicative of future operations.
We consider portions of this report to be "forward-looking" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to our expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions, or other items relating to the future; forward-looking statements are not guarantees of future performance, results, or events. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance our expectations will be achieved. Any statements contained herein which are not statements of historical fact should be deemed forward-looking statements. Reliance should not be placed on these forward-looking statements as these statements are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.
Factors which may cause our actual results or performance to differ materially from those contemplated by forward-looking statements include, but are not limited to, the following:
•Volatility in capital and credit markets, or other unfavorable changes in economic conditions, either nationally or regionally in one or more of the markets in which we operate, could adversely impact us;
•Short-term leases could expose us to the effects of declining market rents;
•Competition could limit our ability to lease apartments or increase or maintain rental income;
•We could be negatively impacted by the risks associated with land holdings and related activities;
•The ongoing pandemic and measures intended to prevent its spread and impact have and could continue to have a material adverse effect on our business, results of operations, cash flows, and financial condition;
•Development, redevelopment and construction risks could impact our profitability;
•We could be impacted by our investments through joint ventures and investment funds which involve risks not present in investments in which we are the sole investor;
•Our acquisition strategy may not produce the cash flows expected;
•Changes in rent control or rent stabilization laws and regulations could adversely affect our operations and property value;
•Failure to qualify as a REIT could have adverse consequences;
•Tax laws may continue to change at any time and any such legislative or other actions could have a negative effect on us;
•A cybersecurity incident and other technology disruptions could negatively impact our business;
•We have significant debt, which could have adverse consequences;
•Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders;
•Issuances of additional debt may adversely impact our financial condition;
•We may be unable to renew, repay, or refinance our outstanding debt;
•Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distribution to our shareholders, and decrease our share price, if investors seek higher yields through other investments;
•Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets;
•We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined;
•Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders;
•The form, timing and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations;
•Competition could adversely affect our ability to acquire properties;
•Litigation risks could affect our business;
•Damage from catastrophic weather and other natural events could result in losses; and
•We could be adversely impacted due to our share price fluctuations.
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These forward-looking statements represent our estimates and assumptions as of the date of this report, and we assume no obligation to update or supplement forward-looking statements because of subsequent events.
Executive Summary
Camden Property Trust and all consolidated subsidiaries are primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. We focus on investing in markets characterized by high-growth economic conditions, strong employment, and attractive quality of life which we believe leads to higher demand for our apartments and retention of our residents. As of September 30, 2021, we owned interests in, operated, or were developing 178 multifamily properties comprised of 60,587 apartment homes across the United States. In addition, we own other land holdings which we may develop into multifamily apartment communities in the future.
Business Environment and Current Outlook
As a result of the pandemic, we believe the multifamily industry market conditions in which we operate have been challenging but continue to show signs of improvement. During the three months ended September 30, 2021, our results reflect an increase in same store revenues of approximately 5.1% as compared to the same period in 2020. The increase was primarily due to higher average rental rates and increased occupancy which we believe was primarily attributable to improving job growth, favorable demographics with a higher propensity to rent versus buy, higher demand for multifamily housing in our markets, and a manageable supply of new multifamily housing.
We currently believe U.S. economic and employment growth are likely to continue during 2021 and the supply of multifamily homes will remain at manageable levels. If economic conditions were to worsen, our operating results could be adversely affected.
Consolidated Results
Net income attributable to common shareholders was $29.5 million and $35.0 million for the three months ended September 30, 2021 and 2020, respectively, and $91.0 and $94.7 million for the nine months ended September 30, 2021 and 2020, respectively.
The $5.5 million and $3.7 million decreases during the three and nine months ended September 30, 2021 as compared to the prior periods in 2020 were primarily due to higher depreciation expense related to the acquisition of three operating properties in June 2021 and August 2021. The decreases were also due to higher general and administration expenses and increases in property management, interest and fee and asset management expenses. These decreases were partially offset by increases in property operations due to the growth attributable to our same store, non-same store which includes three acquisitions discussed below, and development and lease-up communities, and increases in asset management income and equity in earnings. The decrease for the nine months ended September 30, 2021, was also partially offset by the $13.6 million Pandemic Related impact incurred in 2020. See further discussion of our 2021 operations as compared to 2020 in "Results of Operations," below.
Construction Activity
At September 30, 2021, we had a total of six properties under construction comprising 1,905 apartment homes. Initial occupancies of these six properties are currently scheduled to occur within the next 21 months. As of September 30, 2021, we estimate the total additional cost to complete the construction of the six properties is approximately $242.4 million.
Acquisitions
Operating properties: In August 2021, we acquired one operating property comprised of 368 apartment homes located in St. Petersburg, Florida for approximately $176.3 million. In June 2021, we acquired one operating property comprised of 328 apartment homes located in Franklin, Tennessee for approximately $105.3 million and one operating property comprised of 430 apartment homes located in Nashville, Tennessee for approximately $186.3 million. In October 2021, we acquired one operating property comprised of 558 apartment homes located in Dallas, Texas for approximately $165.5 million.
Land: In June 2021, we acquired approximately 14.6 acres of land in The Woodlands, Texas for approximately $9.3 million and approximately 0.2 acres of land in St. Petersburg, Florida for approximately $2.1 million for future development purposes. In October 2021, we acquired approximately 5.2 acres of land in Denver, Colorado for approximately $24.0 million for future development purposes.
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Other
In 2021, we issued approximately 4.4 million common shares under our at-the-market ("ATM") programs and received approximately $579.5 million in net proceeds.
Future Outlook
Subject to market conditions, we intend to continue to seek opportunities to develop new communities and to redevelop, reposition, and acquire existing communities. We also intend to evaluate our operating property and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities arise. We expect to maintain a strong balance sheet and preserve our financial flexibility by continuing to focus on our core fundamentals which we believe are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We intend to meet our near-term liquidity requirements through a combination of one or more of the following: cash and cash equivalents, cash flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from the 2021 ATM program, and other unsecured borrowings or secured mortgages.
As of September 30, 2021, we had approximately $428.2 million in cash and cash equivalents and $885.2 million available under our $900 million unsecured credit facilities. As of September 30, 2021 and through the date of this filing, we also had common shares having an aggregate offering price of up to $278.2 million remaining available for sale under our 2021 ATM program. We have no scheduled debt due for the remainder of 2021 and believe scheduled repayments of debt in 2022 are manageable at approximately $386.3 million which represents approximately 12.2% of our total outstanding debt, and includes amortization of debt discounts and debt issuance costs. Additionally, as of September 30, 2021 and through the date of this filing, 100% of our consolidated properties were unencumbered. We believe we are well-positioned with a strong balance sheet and sufficient liquidity to fund new development, repositions, redevelopment, and other capital requirements. We will, however, continue to assess and take further actions we believe are prudent to meet our objectives and capital requirements.
Property Portfolio
Our multifamily property portfolio is summarized as follows:
| September 30, 2021 | December 31, 2020 | ||||||||||||||||||||||
| Apartment Homes | Properties | Apartment Homes | Properties | ||||||||||||||||||||
| Operating Properties | |||||||||||||||||||||||
| Houston, Texas | 9,806 | 28 | 9,806 | 28 | |||||||||||||||||||
| Washington, D.C. Metro | 6,863 | 19 | 6,862 | 19 | |||||||||||||||||||
| Dallas, Texas | 5,666 | 14 | 5,666 | 14 | |||||||||||||||||||
| Atlanta, Georgia | 4,496 | 14 | 4,496 | 14 | |||||||||||||||||||
| Phoenix, Arizona | 4,029 | 13 | 3,686 | 12 | |||||||||||||||||||
| Austin, Texas | 3,686 | 11 | 3,686 | 11 | |||||||||||||||||||
| Orlando, Florida | 3,954 | 11 | 3,594 | 10 | |||||||||||||||||||
| Raleigh, North Carolina | 3,242 | 9 | 3,240 | 9 | |||||||||||||||||||
| Charlotte, North Carolina | 3,104 | 14 | 3,104 | 14 | |||||||||||||||||||
| Tampa, Florida | 3,104 | 8 | 2,736 | 7 | |||||||||||||||||||
| Denver, Colorado | 2,865 | 9 | 2,865 | 9 | |||||||||||||||||||
| Southeast Florida | 2,781 | 8 | 2,781 | 8 | |||||||||||||||||||
| Los Angeles/Orange County, California | 2,663 | 7 | 2,663 | 7 | |||||||||||||||||||
| San Diego/Inland Empire, California | 1,665 | 5 | 1,665 | 5 | |||||||||||||||||||
| Nashville, Tennessee | 758 | 2 | — | — | |||||||||||||||||||
| Total Operating Properties | 58,682 | 172 | 56,850 | 167 | |||||||||||||||||||
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| September 30, 2021 | December 31, 2020 | ||||||||||||||||||||||
| Apartment Homes | Properties | Apartment Homes | Properties | ||||||||||||||||||||
| Properties Under Construction | |||||||||||||||||||||||
| Phoenix, Arizona | 397 | 1 | 740 | 2 | |||||||||||||||||||
| Charlotte, North Carolina | 387 | 1 | 387 | 1 | |||||||||||||||||||
| Atlanta, Georgia | 366 | 1 | 366 | 1 | |||||||||||||||||||
| Raleigh, North Carolina | 354 | 1 | — | — | |||||||||||||||||||
| Southeast Florida | 269 | 1 | 269 | 1 | |||||||||||||||||||
| San Diego/Inland Empire, California | 132 | 1 | 132 | 1 | |||||||||||||||||||
| Orlando, Florida | — | — | 360 | 1 | |||||||||||||||||||
Total Properties Under Construction | 1,905 | 6 | 2,254 | 7 | |||||||||||||||||||
| Total Properties | 60,587 | 178 | 59,104 | 174 | |||||||||||||||||||
Less: Unconsolidated Joint Venture Properties (1) | |||||||||||||||||||||||
| Houston, Texas | 2,756 | 9 | 2,756 | 9 | |||||||||||||||||||
| Austin, Texas | 1,360 | 4 | 1,360 | 4 | |||||||||||||||||||
| Dallas, Texas | 1,250 | 3 | 1,250 | 3 | |||||||||||||||||||
| Tampa, Florida | 450 | 1 | 450 | 1 | |||||||||||||||||||
| Raleigh, North Carolina | 350 | 1 | 350 | 1 | |||||||||||||||||||
| Orlando, Florida | 300 | 1 | 300 | 1 | |||||||||||||||||||
| Washington, D.C. Metro | 281 | 1 | 281 | 1 | |||||||||||||||||||
| Charlotte, North Carolina | 266 | 1 | 266 | 1 | |||||||||||||||||||
| Atlanta, Georgia | 234 | 1 | 234 | 1 | |||||||||||||||||||
| Total Unconsolidated Joint Venture Properties | 7,247 | 22 | 7,247 | 22 | |||||||||||||||||||
| Total Properties Fully Consolidated | 53,340 | 156 | 51,857 | 152 | |||||||||||||||||||
(1)Refer to Note 6, "Investments in Joint Ventures," in the notes to Condensed Consolidated Financial Statements for further discussion of our joint venture investments.
Stabilized Communities
We generally consider a property stabilized when it has reached 90% occupancy. During the three months ended September 30, 2021, stabilization was achieved at one consolidated operating property as follows:
($ in millions) Property and Location | Number of Apartment Homes | Date of Construction Completion | Date of Stabilization | ||||||||||||||
| Consolidated Operating Property | |||||||||||||||||
| Camden Downtown I | |||||||||||||||||
| Houston, TX | 271 | 3Q20 | 3Q21 | ||||||||||||||
Completed Construction in Lease-Up
At September 30, 2021, there were two completed operating properties in lease-up as follows:
($ in millions) Property and Location | Number of Apartment Homes | Cost Incurred (1) | % Leased at 10/24/2021 | Date of Construction Completion | Estimated Date of Stabilization | ||||||||||||||||||||||||
Camden North End II (2) | |||||||||||||||||||||||||||||
| Phoenix, AZ | 343 | $ | 79.0 | 96 | % | 3Q21 | 4Q21 | ||||||||||||||||||||||
| Camden Lake Eola | |||||||||||||||||||||||||||||
| Orlando, FL | 360 | 124.7 | 82 | % | 3Q21 | 2Q22 | |||||||||||||||||||||||
| Total | 703 | $ | 203.7 | ||||||||||||||||||||||||||
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(1)Excludes leasing costs, which are expensed as incurred.
(2)Stabilization has been achieved at this property subsequent to quarter-end.
Properties Under Development
Our condensed consolidated balance sheet at September 30, 2021 includes approximately $428.6 million related to properties under development and land. Of this amount, approximately $316.6 million related to our properties currently under construction. In addition, we had approximately $112.0 million invested primarily in land held for future development related to projects we currently expect to begin construction.
Properties Under Construction. At September 30, 2021, we had six properties in various stages of construction as follows:
($ in millions) Property and Location | Number of Apartment Homes | Estimated Cost | Cost Incurred | Included in Properties Under Development | Estimated Date of Construction Completion | Estimated Date of Stabilization | |||||||||||||||||||||||||||||
| Properties Under Construction | |||||||||||||||||||||||||||||||||||
Camden Buckhead (1) | |||||||||||||||||||||||||||||||||||
| Atlanta, GA | 366 | $ | 160.0 | $ | 150.2 | $ | 68.0 | 1Q22 | 3Q22 | ||||||||||||||||||||||||||
Camden Hillcrest (2) | |||||||||||||||||||||||||||||||||||
| San Diego, CA | 132 | 95.0 | 86.4 | 32.6 | 4Q21 | 3Q22 | |||||||||||||||||||||||||||||
| Camden Atlantic | |||||||||||||||||||||||||||||||||||
| Plantation, FL | 269 | 100.0 | 72.4 | 72.4 | 4Q22 | 4Q23 | |||||||||||||||||||||||||||||
| Camden Tempe II | |||||||||||||||||||||||||||||||||||
| Tempe, AZ | 397 | 115.0 | 49.0 | 49.0 | 3Q23 | 1Q25 | |||||||||||||||||||||||||||||
| Camden NoDa | |||||||||||||||||||||||||||||||||||
| Charlotte, NC | 387 | 105.0 | 52.2 | 52.2 | 3Q23 | 1Q25 | |||||||||||||||||||||||||||||
| Camden Durham | |||||||||||||||||||||||||||||||||||
| Durham, NC | 354 | 120.0 | 42.4 | 42.4 | 4Q23 | 1Q25 | |||||||||||||||||||||||||||||
| Total | 1,905 | $ | 695.0 | $ | 452.6 | $ | 316.6 | ||||||||||||||||||||||||||||
(1)Property in lease-up and was 52% leased at October 24, 2021.
(2)Property in lease-up and was 32% leased at October 24, 2021.
Development Pipeline Communities. At September 30, 2021, we had the following multifamily communities undergoing development activities:
($ in millions) Property and Location | Projected Homes | Total Estimated Cost (1) | Cost to Date | ||||||||||||||
| Camden Village District | |||||||||||||||||
| Raleigh, NC | 355 | $ | 115.0 | $ | 23.4 | ||||||||||||
| Camden Woodmill Creek | |||||||||||||||||
| The Woodlands, TX | 188 | 60.0 | 9.9 | ||||||||||||||
| Camden Arts District | |||||||||||||||||
| Los Angeles, CA | 354 | 150.0 | 36.5 | ||||||||||||||
| Camden Pier District II | |||||||||||||||||
| St. Petersburg, FL | 95 | 50.0 | 3.0 | ||||||||||||||
| Camden Paces III | |||||||||||||||||
| Atlanta, GA | 350 | 100.0 | 17.7 | ||||||||||||||
| Camden Downtown II | |||||||||||||||||
| Houston, TX | 271 | 145.0 | 12.6 | ||||||||||||||
| Camden Highland Village II | |||||||||||||||||
| Houston, TX | 300 | 100.0 | 8.9 | ||||||||||||||
| Total | 1,913 | $ | 720.0 | $ | 112.0 | ||||||||||||
(1)Represents our estimate of total costs we expect to incur on these projects. However, forward-looking estimates are not guarantees of future performance, results, or events. Although we believe these expectations are based upon reasonable assumptions, future events rarely develop exactly as forecast, and estimates routinely require adjustment.
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Results of Operations
Changes in revenues and expenses related to our operating properties from period to period are due primarily to the performance of stabilized properties in the portfolio, the lease-up of newly constructed properties, acquisitions, and dispositions. Selected weighted averages for the three and nine months ended September 30, 2021 and 2020 are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
Average monthly property revenue per apartment home (1) | $ | 1,922 | $ | 1,802 | $ | 1,855 | $ | 1,771 | |||||||||||||||
Annualized total property expenses per apartment home (2) | $ | 8,631 | $ | 8,223 | $ | 8,339 | $ | 8,010 | |||||||||||||||
| Weighted average number of operating apartment homes owned 100% | 51,011 | 49,158 | 50,202 | 49,081 | |||||||||||||||||||
| Weighted average occupancy of operating apartment homes owned 100% | 97.7 | % | 95.3 | % | 97.1 | % | 95.3 | % | |||||||||||||||
(1)Includes approximately $9.1 million of Resident Relief Funds paid to residents at our wholly-owned communities who experienced financial losses caused by the pandemic and was recorded as a reduction to property revenues during the nine months ended September 30, 2020.
(2)Includes approximately $0.4 million and $4.5 million of directly-related pandemic expenses at our operating communities during the three and nine months ended September 30, 2020, respectively.
Management considers property net operating income ("NOI") to be an appropriate supplemental measure of operating performance to net income because it reflects the operating performance of our communities without an allocation of corporate level property management overhead or general and administrative costs. We define NOI as property revenue less property operating and maintenance expenses less real estate taxes. NOI is further detailed in the Property-Level NOI table as seen below. NOI is not defined by accounting principles generally accepted in the United States of America ("GAAP") and should not be considered an alternative to net income as an indication of our operating performance. Additionally, NOI as disclosed by other REITs may not be comparable to our calculation.
Reconciliations of net income to NOI for the three and nine months ended September 30, 2021 and 2020 are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||
| Net income | $ | 30,605 | $ | 36,220 | $ | 94,517 | $ | 98,198 | ||||||||||||||||||
Less: Fee and asset management income | (3,248) | (2,542) | (7,717) | (7,449) | ||||||||||||||||||||||
Less: Interest and other income | (443) | (1,948) | (1,032) | (2,602) | ||||||||||||||||||||||
| Less: (Income)/loss on deferred compensation plans | 843 | (5,071) | (9,183) | (1,646) | ||||||||||||||||||||||
Plus: Property management expense | 6,640 | 5,894 | 19,200 | 18,360 | ||||||||||||||||||||||
Plus: Fee and asset management expense | 1,159 | 1,018 | 3,310 | 2,681 | ||||||||||||||||||||||
Plus: General and administrative expense | 14,960 | 12,726 | 44,428 | 40,350 | ||||||||||||||||||||||
Plus: Interest expense | 24,987 | 24,265 | 72,715 | 67,454 | ||||||||||||||||||||||
Plus: Depreciation and amortization expense | 111,462 | 90,575 | 304,189 | 275,237 | ||||||||||||||||||||||
| Plus: Expense/(benefit) on deferred compensation plans | (843) | 5,071 | 9,183 | 1,646 | ||||||||||||||||||||||
Less: Gain on sale of land | — | — | — | (382) | ||||||||||||||||||||||
Less: Equity in income of joint ventures | (2,540) | (2,154) | (6,652) | (5,909) | ||||||||||||||||||||||
Plus: Income tax expense | 480 | 615 | 1,292 | 1,476 | ||||||||||||||||||||||
| Net operating income | $ | 184,062 | $ | 164,669 | $ | 524,250 | $ | 487,414 | ||||||||||||||||||
Property-Level NOI (1)
Property NOI, as reconciled above, is detailed further into the following categories for the three and nine months ended September 30, 2021 as compared to the same periods in 2020:
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| ($ in thousands) | Apartment Homes at | Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||
| 9/30/2021 | 2021 | 2020 | $ | % | 2021 | 2020 | $ | % | |||||||||||||||||||||||||||||||||||||||||||||
| Property revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same store communities | 45,200 | $ | 251,781 | $ | 239,464 | $ | 12,317 | 5.1 | % | $ | 733,785 | $ | 712,885 | $ | 20,900 | 2.9 | % | ||||||||||||||||||||||||||||||||||||
Non-same store communities | 5,532 | 35,670 | 24,632 | 11,038 | 44.8 | 91,649 | 73,058 | 18,591 | 25.4 | ||||||||||||||||||||||||||||||||||||||||||||
Development and lease-up communities | 2,608 | 4,506 | — | 4,506 | * | 6,934 | — | 6,934 | * | ||||||||||||||||||||||||||||||||||||||||||||
Resident Relief Funds | — | — | — | — | — | — | (9,074) | 9,074 | * | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | 2,173 | 1,625 | 548 | 33.7 | 5,853 | 5,414 | 439 | 8.1 | ||||||||||||||||||||||||||||||||||||||||||||
Total property revenues | 53,340 | $ | 294,130 | $ | 265,721 | $ | 28,409 | 10.7 | % | $ | 838,221 | $ | 782,283 | $ | 55,938 | 7.2 | % | ||||||||||||||||||||||||||||||||||||
| Property expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same store communities | 45,200 | $ | 93,472 | $ | 89,238 | $ | 4,234 | 4.7 | % | $ | 272,435 | $ | 258,470 | $ | 13,965 | 5.4 | % | ||||||||||||||||||||||||||||||||||||
Non-same store communities | 5,532 | 13,949 | 10,400 | 3,549 | 34.1 | 36,099 | 29,256 | 6,843 | 23.4 | ||||||||||||||||||||||||||||||||||||||||||||
Development and lease-up communities | 2,608 | 1,712 | 2 | 1,710 | * | 2,489 | 5 | 2,484 | * | ||||||||||||||||||||||||||||||||||||||||||||
| Pandemic expenses | — | — | 444 | (444) | * | — | 4,540 | (4,540) | * | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | 935 | 968 | (33) | (3.4) | 2,948 | 2,598 | 350 | 13.5 | ||||||||||||||||||||||||||||||||||||||||||||
Total property expenses | 53,340 | $ | 110,068 | $ | 101,052 | $ | 9,016 | 8.9 | % | $ | 313,971 | $ | 294,869 | $ | 19,102 | 6.5 | % | ||||||||||||||||||||||||||||||||||||
| Property NOI: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same store communities | 45,200 | $ | 158,309 | $ | 150,226 | $ | 8,083 | 5.4 | % | $ | 461,350 | $ | 454,415 | $ | 6,935 | 1.5 | % | ||||||||||||||||||||||||||||||||||||
Non-same store communities | 5,532 | 21,721 | 14,232 | 7,489 | 52.6 | 55,550 | 43,802 | 11,748 | 26.8 | ||||||||||||||||||||||||||||||||||||||||||||
Development and lease-up communities | 2,608 | 2,794 | (2) | 2,796 | * | 4,445 | (5) | 4,450 | * | ||||||||||||||||||||||||||||||||||||||||||||
| Pandemic Related Impact | — | — | (444) | 444 | * | — | (13,614) | 13,614 | * | ||||||||||||||||||||||||||||||||||||||||||||
| Other | — | 1,238 | 657 | 581 | 88.4 | 2,905 | 2,816 | 89 | 3.2 | ||||||||||||||||||||||||||||||||||||||||||||
Total property NOI | 53,340 | $ | 184,062 | $ | 164,669 | $ | 19,393 | 11.8 | % | $ | 524,250 | $ | 487,414 | $ | 36,836 | 7.6 | % | ||||||||||||||||||||||||||||||||||||
* Not a meaningful percentage.
(1) Same store communities are communities we owned and were stabilized since January 1, 2020, excluding communities under redevelopment and properties held for sale. Non-same store communities are stabilized communities not owned or stabilized since January 1, 2020, including communities under redevelopment and excluding properties held for sale. We define communities under redevelopment as communities with capital expenditures which improve a community's cash flow and competitive position through extensive unit, exterior building, common area, and amenity upgrades. Management believes same store information is useful as it allows both management and investors to determine financial results over a particular period for the same set of communities. Development and lease-up communities are non-stabilized communities we have developed since January 1, 2020, excluding properties held for sale. Pandemic Related Impact relates to the Resident Relief Funds which were established for our residents experiencing financial losses caused by the pandemic and includes the amount we paid to residents at our wholly-owned communities as an adjustment to property revenues. The Pandemic Related Impact also includes direct related expenses incurred at our operating properties as a result of the pandemic. Other includes results from non-multifamily rental properties, expenses related to land holdings not under active development, and other miscellaneous revenues and expenses.
Same Store Analysis
Same store property NOI increased approximately $8.1 million for the three months ended September 30, 2021 and increased approximately $6.9 million for the nine months ended September 30, 2021, as compared to the same periods in 2020.
The $8.1 million increase in same store property NOI for the three months ended September 30, 2021 was primarily due to an increase of approximately $12.3 million in same store property revenues which was partially offset by an increase in property expenses of approximately $4.2 million, as compared to the same period in 2020.
The $12.3 million increase in same store property revenues during the three months ended September 30, 2021, as compared to the same period in 2020, was primarily due to a $10.2 million increase in rental revenues comprised of a 3.3% increase in average rental rates, higher occupancy, and higher other rental income, partially offset by lower reletting fees, net of uncollectible revenue. The increase was also due to an increase of approximately $1.3 million in income from our bulk internet and other utility rebilling programs and an increase of approximately $0.8 million related to fees and other income.
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The $4.2 million increase in same store property expenses during the three months ended September 30, 2021, as compared to the same period in 2020, was primarily due to higher property insurance expense of approximately $2.1 million due to higher claims incurred at our communities, higher real estate taxes of approximately $0.9 million as a result of increased property valuations at a number of our communities and lower property tax refunds, higher repair and maintenance and utility expenses of approximately $0.9 million, and higher general and administrative and other property expenses of approximately $0.4 million. These increases were partially offset by lower salaries of approximately $0.1 million for the three months ended September 30, 2021, as compared to the same period in 2020.
The $6.9 million increase in same store property NOI for the nine months ended September 30, 2021 was primarily due to an increase of approximately $20.9 million in same store property revenues which was partially offset by an increase of approximately $14.0 million in same store property expenses, as compared to the same period in 2020.
The $20.9 million increase in same store property revenues during the nine months ended September 30, 2021, as compared to the same period in 2020, was primarily due to a $13.5 million increase in rental revenues comprised of a 0.9% increase in average rental rates, an increase in occupancy, and higher other rental income, partially offset by lower reletting income, net of uncollectible revenue. The increase was also due to an increase of approximately $3.7 million in fees and other income, as well as an approximately $3.7 million increase from our bulk internet rebilling and other utility rebilling programs.
The $14.0 million increase in same store property expenses during the nine months ended September 30, 2021, as compared to the same period in 2020, was primarily due to higher real estate taxes of approximately $5.4 million as a result of increased property valuations at a number of our communities and lower property tax refunds, higher property insurance expense of approximately $3.8 million due to higher claims incurred at our communities, higher repairs and maintenance and utility expense of approximately $3.4 million, and higher salary, general and administrative, and other property expenses of approximately $1.4 million.
Non-same Store and Development and Lease-up Analysis
Property NOI from non-same store and development and lease-up communities increased approximately $10.3 million and $16.2 million for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. These increases in Property NOI were comprised of increases from non-same store communities of approximately $7.5 million and $11.8 million for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020 and increases from development and lease-up communities of approximately $2.8 million and $4.4 million from the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. These increases in property NOI from our non-same store communities were primarily due to the acquisition of two operating properties in June 2021 and one operating property in August 2021. These increases were also due to four operating properties which reached stabilization in 2020 and 2021, and the stabilization of four redevelopment properties in December 2020. These increases in property NOI from our development and lease-up communities were primarily due to two development communities under lease-up which completed construction during the three months ended September 30, 2021, and the timing of two other development communities which were also under lease-up during the three and nine months ended September 30, 2021.
The following table details the changes, described above, relating to non-same store and development and lease up NOI:
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| (in millions) | For the three months ended September 30, 2021 as compared to 2020 | For the nine months ended September 30, 2021 as compared to 2020 | ||||||||||||
| Property Revenues: | ||||||||||||||
| Revenues from acquisitions | $ | 6.1 | $ | 6.9 | ||||||||||
| Revenues from non-same store stabilized properties | 3.7 | 9.7 | ||||||||||||
| Revenues from development and lease-up properties | 4.5 | 6.9 | ||||||||||||
| Other | 1.2 | 2.0 | ||||||||||||
| $ | 15.5 | $ | 25.5 | |||||||||||
| Property Expenses: | ||||||||||||||
| Expenses from acquisitions | $ | 2.3 | $ | 2.5 | ||||||||||
| Expenses from non-same store stabilized properties | 0.9 | 3.5 | ||||||||||||
| Expenses from development and lease-up properties | 1.7 | 2.5 | ||||||||||||
| Other | 0.3 | 0.8 | ||||||||||||
| $ | 5.2 | $ | 9.3 | |||||||||||
| Property NOI: | ||||||||||||||
| NOI from acquisitions | $ | 3.8 | $ | 4.4 | ||||||||||
| NOI from non-same store stabilized properties | 2.8 | 6.2 | ||||||||||||
| NOI from development and lease-up properties | 2.8 | 4.4 | ||||||||||||
| Other | 0.9 | 1.2 | ||||||||||||
| $ | 10.3 | $ | 16.2 | |||||||||||
Pandemic Related Impact Analysis
The pandemic related impact was approximately $0.4 million and $13.6 million for the three and nine months ended September 30, 2020, respectively. The impact for the three months ended September 30, 2020 related to approximately $0.4 million of directly-related pandemic expenses incurred at our operating properties. The pandemic-related impact for the nine months ended September 30, 2020 was due to the Resident Relief Funds announced in April 2020 for our residents experiencing pandemic related financial losses and the directly-related pandemic expenses. During the three months ended June 30, 2020, we paid approximately $9.1 million in Resident Relief Funds to approximately 7,100 residents of our wholly-owned communities which was recorded as a reduction of property revenues.
During the nine months ended September 30, 2020, we also incurred approximately $4.5 million of directly-related pandemic expenses at our operating properties, which included $2.8 million of bonuses paid to on-site employees providing essential services during the pandemic and approximately $1.7 million of other directly-related pandemic expenses.
Other Property Analysis
Other property NOI increased approximately $0.6 million for the three months ended September 30, 2021 and was relatively flat during the nine months ended September 30, 2021, as compared to the same periods in 2020. The increase during the three months ended September 30, 2021 was due to higher NOI from our retail communities as compared to the same period in 2020.
Non-Property Income
| ($ in thousands) | Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | $ | % | 2021 | 2020 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| Fee and asset management | $ | 3,248 | $ | 2,542 | $ | 706 | 27.8 | % | $ | 7,717 | $ | 7,449 | $ | 268 | 3.6 | % | |||||||||||||||||||||||||||||||
| Interest and other income | 443 | 1,948 | (1,505) | (77.3) | 1,032 | 2,602 | (1,570) | (60.3) | |||||||||||||||||||||||||||||||||||||||
| Income/(loss) on deferred compensation plans | (843) | 5,071 | (5,914) | * | 9,183 | 1,646 | 7,537 | * | |||||||||||||||||||||||||||||||||||||||
Total non-property income | $ | 2,848 | $ | 9,561 | $ | (6,713) | (70.2) | % | $ | 17,932 | $ | 11,697 | $ | 6,235 | 53.3 | % | |||||||||||||||||||||||||||||||
* Not a meaningful percentage.
Fee and asset management income from property management, asset management, construction, and development activities at our joint ventures and our third-party construction projects, increased approximately $0.7 million and $0.3 million
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for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. These increases were primarily due to higher fees earned related to an increase in third-party construction activity, and increases in property management fees recognized from the joint ventures in which we manage as a result of increased operating results during the three and nine months ended September 30, 2021 as compared to the same periods in 2020. These increases were partially offset by lower fees earned during the three and nine months ended September 30, 2021 due to decreased construction and development activity for one property held by one of the Funds which was under construction throughout 2020 and completed in December 2020.
Interest and other income decreased approximately $1.5 million and $1.6 million for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. These decreases were primarily due to our sale of a technology joint venture in September 2020 and recognizing our proportionate share of the gain of approximately $1.5 million.
Our deferred compensation plans incurred a loss of approximately $0.8 million during the three months ended September 30, 2021, as compared to recognizing income of approximately $5.1 million during the same period in 2020, and recognizing income of approximately $9.2 million and $1.6 million during the nine months ended September 30, 2021 and 2020, respectively. The changes were related to the performance of the investments held in deferred compensation plans for participants and were directly offset by the expense/(benefit) related to these plans, as discussed below.
Other Expenses
| ($ in thousands) | Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | $ | % | 2021 | 2020 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| Property management | $ | 6,640 | $ | 5,894 | $ | 746 | 12.7 | % | $ | 19,200 | $ | 18,360 | $ | 840 | 4.6 | % | |||||||||||||||||||||||||||||||
| Fee and asset management | 1,159 | 1,018 | 141 | 13.9 | 3,310 | 2,681 | 629 | 23.5 | |||||||||||||||||||||||||||||||||||||||
| General and administrative | 14,960 | 12,726 | 2,234 | 17.6 | 44,428 | 40,350 | 4,078 | 10.1 | |||||||||||||||||||||||||||||||||||||||
| Interest | 24,987 | 24,265 | 722 | 3.0 | 72,715 | 67,454 | 5,261 | 7.8 | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 111,462 | 90,575 | 20,887 | 23.1 | 304,189 | 275,237 | 28,952 | 10.5 | |||||||||||||||||||||||||||||||||||||||
| Expense/(benefit) on deferred compensation plans | (843) | 5,071 | (5,914) | * | 9,183 | 1,646 | 7,537 | * | |||||||||||||||||||||||||||||||||||||||
| Total other expenses | $ | 158,365 | $ | 139,549 | $ | 18,816 | 13.5 | % | $ | 453,025 | $ | 405,728 | $ | 47,297 | 11.7 | % | |||||||||||||||||||||||||||||||
* Not a meaningful percentage.
Property management expense, which represents regional supervision and accounting costs related to property operations, increased approximately $0.7 million and $0.8 million for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. These increases were primarily related to higher salaries, benefits, and incentive compensation costs, and partially offset by lower pandemic-related expenses during the three and nine months ended September 30, 2021 as compared to the same periods in 2020. The increase during the nine months ended September 30, 2021 was also partially offset by lower professional and conference related expenses. Property management expenses were 2.3% and 2.2% of total property revenues for the three months ended September 30, 2021 and 2020, respectively, and were 2.3% of total property revenues for each of the nine months ended September 30, 2021 and 2020.
Fee and asset management expense from property management, asset management, construction, and development activities at our joint ventures and our third-party projects increased approximately $0.1 million and $0.6 million for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. These increases were primarily due to higher expenses incurred due to an increase in third-party construction activities and higher expenses incurred from the joint ventures in which we manage, partially offset by lower expenses incurred during the three and nine months ended September 30, 2021 as a result of a development property held by one of the Funds completing construction in December 2020.
General and administrative expense increased by approximately $2.2 million and $4.1 million for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. These increases were primarily due to higher salaries, benefits, and incentive compensation costs and higher acquisition and professional costs during the three and nine months ended September 30, 2021 as compared to the same periods in 2020. The increase for the nine months ended September 30, 2021 was partially offset by lower pandemic related-expenses. Excluding income/(loss) on deferred compensation plans, general and administrative expenses were 5.0% and 4.7% of total revenues for the three months ended September 30, 2021 and 2020, respectively, and were 5.2% and 5.1% of total revenues for the nine months ended September 30, 2021 and 2020, respectively.
Interest expense increased approximately $0.7 million and $5.3 million for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. The increase during the three months ended
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September 30, 2021 as compared to the same period in 2020 was primarily due to a decrease in capitalized interest resulting from lower average balances in our development pipeline, and an increase in interest expense related to the issuance of the $40.0 million unsecured floating rate term loan entered into in October 2020. These increases were partially offset by the repayment of our $100.0 million unsecured floating rate term loan in October 2020.
The increase in interest expense during the nine months ended September 30, 2021 as compared to the same period in 2020 was primarily due to the issuance of $750 million, 2.91% senior unsecured notes during April 2020, the issuance of a $40.0 million unsecured floating rate term loan during October 2020, and slightly lower capitalized interest resulting from lower average balances in our development pipeline. These increases were partially offset by lower interest expense due to the repayment of our $100.0 million unsecured floating rate term loan in October 2020 and a decrease in interest expense recognized on our unsecured credit facility due to having lower balances outstanding during the nine months ended September 30, 2021 as compared to the same period in 2020.
Depreciation and amortization expense increased approximately $20.9 million and $29.0 million for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. These increases were primarily due to the completion of units in our development pipeline and completion of repositions during 2020 and 2021, and the completion of redevelopments during 2020. These increases were also due to higher depreciation and amortization of in-place leases related to the acquisition of two operating properties in June 2021, and one operating property in August 2021, partially offset by lower amortization of in-place leases related to the acquisition of two operating properties in December 2019, which was fully amortized during the third quarter of 2020.
Our deferred compensation plans recognized a benefit of approximately $0.8 million for the three months ended September 30, 2021, as compared to incurring expenses of approximately $5.1 million during the same period in 2020, and incurring expenses of approximately $9.2 million and $1.6 million during the nine months ended September 30, 2021 and 2020, respectively. The changes were related to the performance of the investments held in deferred compensation plans for participants and were directly offset by the income/(loss) related to these plans, as discussed in the non-property income section above.
Other
| Three Months Ended September 30, | Change | Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | 2021 | 2020 | $ | % | 2021 | 2020 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Gain on sale of land | $ | — | $ | — | $ | — | — | % | $ | — | $ | 382 | $ | (382) | 100.0 | % | |||||||||||||||||||||||||||||||
| Equity in income of joint ventures | $ | 2,540 | $ | 2,154 | $ | 386 | 17.9 | % | $ | 6,652 | $ | 5,909 | $ | 743 | 12.6 | % | |||||||||||||||||||||||||||||||
| Income tax expense | $ | (480) | $ | (615) | $ | 135 | (22.0) | % | $ | (1,292) | $ | (1,476) | $ | 184 | (12.5) | % | |||||||||||||||||||||||||||||||
The $0.4 million gain on sale of land for the nine months ended September 30, 2020 was due to the sale of approximately 4.7 acres of land adjacent to one of our operating properties in Raleigh, North Carolina for approximately $0.8 million.
Equity in income of joint ventures increased approximately $0.4 million and $0.7 million for the three and nine months ended September 30, 2021, respectively, as compared to the same periods in 2020. These increases were due to an increase in earnings recognized during the three and nine months ended September 30, 2021 primarily relating to higher revenues from the stabilized operating properties owned by the Funds. The increase in revenues during the nine months ended September 30, 2021 was also due to a $0.4 million reduction in revenues recognized during the nine months ended September 30, 2020, which was our ownership interest of the Resident Relief Funds paid to residents of operating communities owned by our unconsolidated joint ventures who were impacted by the pandemic. The increase during the nine months ended September 30, 2021 was partially offset by a decrease in earnings related to one property held by one of the Funds, which completed construction in December 2020 and was under lease up through June 30, 2021, at which time it reached stabilization. We recognized our proportionate share of the loss while this property was in the lease-up phase of operations.
Funds from Operations ("FFO") and Adjusted FFO ("AFFO")
Management considers FFO and AFFO to be appropriate supplementary measures of the financial performance of an equity REIT. The National Association of Real Estate Investment Trusts ("NAREIT") currently defines FFO in accordance with the 2018 NAREIT FFO White Paper which defines FFO as net income (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains (or losses) from the sale of certain real estate assets (depreciable real estate), impairments of certain real estate assets (depreciable real estate), gains (or losses) from change in control, and adjustments for unconsolidated joint ventures to reflect FFO on the same basis. Our calculation of diluted FFO also assumes conversion of all potentially dilutive securities, including certain non-controlling interests, which are convertible into common shares. We consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or
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losses on dispositions of depreciable real estate and depreciation, FFO can assist in the comparison of the operating performance of a company's real estate investments between periods or to different companies.
AFFO is calculated utilizing FFO less recurring capitalized expenditures which are necessary to help preserve the value of and maintain the functionality at our communities. We also consider AFFO to be a useful supplemental measure because it is frequently used by analysts and investors to evaluate a REIT's operating performance between periods or to different companies. Our definition of recurring capital expenditures may differ from other REITs, and there can be no assurance our basis for computing this measure is comparable to other REITs.
To facilitate a clear understanding of our consolidated historical operating results, we believe FFO and AFFO should be examined in conjunction with net income attributable to common shareholders as presented in the condensed consolidated statements of income and comprehensive income and data included elsewhere in this report. FFO and AFFO are not defined by GAAP and should not be considered alternatives to net income attributable to common shareholders as an indication of our operating performance. Additionally, FFO and AFFO as disclosed by other REITs may not be comparable to our calculation.
Reconciliations of net income attributable to common shareholders to FFO and AFFO for the three months ended September 30, 2021 and 2020 are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Funds from operations | |||||||||||||||||||||||
Net income attributable to common shareholders (1) | $ | 29,483 | $ | 34,957 | $ | 91,009 | $ | 94,718 | |||||||||||||||
| Real estate depreciation and amortization | 108,931 | 87,974 | 296,760 | 267,985 | |||||||||||||||||||
| Adjustments for unconsolidated joint ventures | 2,674 | 2,404 | 7,903 | 6,933 | |||||||||||||||||||
| Income allocated to non-controlling interests | 1,122 | 1,276 | 3,508 | 3,661 | |||||||||||||||||||
| Funds from operations | $ | 142,210 | $ | 126,611 | $ | 399,180 | $ | 373,297 | |||||||||||||||
| Less: recurring capitalized expenditures | (19,717) | (22,299) | (51,205) | (55,906) | |||||||||||||||||||
| Adjusted funds from operations | $ | 122,493 | $ | 104,312 | $ | 347,975 | $ | 317,391 | |||||||||||||||
| Weighted average shares – basic | 103,071 | 99,419 | 101,119 | 99,372 | |||||||||||||||||||
| Incremental shares issuable from assumed conversion of: | |||||||||||||||||||||||
| Common share options and awards granted | 100 | 36 | 80 | 42 | |||||||||||||||||||
| Common units | 1,641 | 1,748 | 1,680 | 1,748 | |||||||||||||||||||
Weighted average shares – diluted (2) | 104,812 | 101,203 | 102,879 | 101,162 | |||||||||||||||||||
(1)Net income attributable to common shareholders includes an approximate $0.4 million and $14.8 million Pandemic Related Impact for the three and nine months ended September 30, 2020, respectively. For the three months ended September 30, 2020, we incurred approximately $0.4 million of pandemic expenses at our operating communities. The total Pandemic Related Impact for the nine months ended September 30, 2020 was comprised of $9.5 million related to the Resident Relief Funds which were established in April 2020. Of this amount, approximately $9.1 million was paid to residents at our wholly-owned communities and was recorded as a reduction to property revenues, and approximately $1.3 million of Resident Relief Funds paid to residents of the operating communities owned by our unconsolidated joint ventures, of which we recognized our ownership interest of $0.4 million in equity in income of joint ventures. Additionally, we incurred approximately $4.5 million of pandemic expenses at our operating communities, which included $2.8 million of bonuses paid to on-site employees who provided essential services during the pandemic and $1.7 million in other directly-related pandemic expenses. We also incurred approximately $0.8 million related to the Employee Relief Fund we established to help our employees impacted by the pandemic.
(2)FFO diluted shares includes approximately 3.3 million and 1.5 million weighted average share impact related to activity from the 2020 and 2021 ATM Programs during the three and nine months ended September 30, 2021, respectively.
Liquidity and Capital Resources
Financial Condition and Sources of Liquidity
We intend to maintain a strong balance sheet and preserve our financial flexibility, which we believe should enhance our ability to identify and capitalize on investment opportunities as they become available. We intend to maintain what management believes is a conservative capital structure by:
•extending and sequencing the maturity dates of our debt where practicable;
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•managing interest rate exposure using what management believes to be prudent levels of fixed and floating rate debt;
•maintaining what management believes to be conservative coverage ratios; and
•using what management believes to be a prudent combination of debt and equity.
Our interest expense coverage ratio, net of capitalized interest, was approximately 6.6 and 6.2 for the three months ended September 30, 2021 and 2020, respectively, and 6.4 and 6.7 for the nine months ended September 30, 2021 and 2020. This ratio is a method for calculating the amount of operating cash flows available to cover interest expense and is calculated by dividing interest expense for the period into the sum of property revenues and expenses, non-property income, and other expenses, after adding back depreciation, amortization, and interest expense. All of our consolidated properties were unencumbered at September 30, 2021 and 2020. Our weighted average maturity of debt was approximately 7.7 years at September 30, 2021.
Our primary sources of liquidity are cash and cash equivalents and cash flows generated from operations. Other sources may include one or more of the following: availability under our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our 2021 ATM program, and other unsecured borrowings or secured mortgages. We believe our liquidity and financial condition are sufficient to meet all of our reasonably anticipated cash needs during the next twelve months from our filing date including:
•normal recurring operating expenses;
•current debt service requirements;
•recurring and non-recurring capital expenditures;
•reposition expenditures;
•funding of property developments, repositions, redevelopments, acquisitions, and joint venture investments; and
•the minimum dividend payments required to maintain our REIT qualification under the Code.
Factors which could increase or decrease our future liquidity include but are not limited to volatility in capital and credit markets, changes in rent control or rent stabilization laws, sources of financing, the minimum REIT dividend requirements, our ability to complete asset purchases, sales, or developments, the effect our debt level and changes in credit ratings could have on our cost of funds, and our ability to access capital markets. A variety of these factors, among others, could also be affected by the pandemic.
Cash Flows
The following is a discussion of our cash flows for the nine months ended September 30, 2021 and 2020:
Net cash from operating activities was approximately $436.0 million during the nine months ended September 30, 2021 as compared to approximately $413.3 million for the same period in 2020. The increase was primarily due to the increase in property operations due to the growth attributable to our same store, non-same store and development and lease-up communities and the $13.6 million Pandemic Related Impact incurred in 2020. The increase was partially offset by higher and timing of real estate tax payments in 2021 as compared to 2020. See further discussion of our 2021 operations as compared to 2020 in "Results of Operations."
Net cash used in investing activities during the nine months ended September 30, 2021 totaled approximately $755.8 million as compared to $298.1 million during the same period in 2020. Cash outflows during the nine months ended September 30, 2021 primarily related to the acquisition of three operating properties for approximately $464.0 million, and amounts paid for property development and capital improvements of approximately $279.7 million. Cash outflows during the nine months ended September 30, 2020 primarily related to cash outflows for property development and capital improvements of approximately $294.4 million. The slight decrease in property development and capital improvements for the nine months ended September 30, 2021, as compared to the same period in 2020, was primarily due to the completion of repositions and redevelopments at several of our operating properties. The property development and capital improvements during the nine months ended September 30, 2021 and 2020, included the following:
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| Nine Months Ended September 30, | ||||||||||||||
| (in millions) | 2021 | 2020 | ||||||||||||
| Expenditures for new development, including land | $ | 163.6 | $ | 159.0 | ||||||||||
| Capital expenditures | 63.4 | 61.2 | ||||||||||||
| Reposition expenditures | 30.4 | 35.6 | ||||||||||||
| Capitalized interest, real estate taxes, and other capitalized indirect costs | 22.3 | 25.2 | ||||||||||||
| Redevelopment expenditures | — | 13.4 | ||||||||||||
| Total | $ | 279.7 | $ | 294.4 | ||||||||||
Net cash from financing activities totaled approximately $328.7 million for the nine months ended September 30, 2021 as compared to $450.8 million during the same period in 2020. Cash inflows during the nine months ended September 30, 2021 primarily related to net proceeds of $579.5 million from the issuance of approximately 4.4 million common shares from our ATM programs. These cash inflows during 2021 were partially offset by $255.1 million used for distributions to common shareholders and non-controlling interest holders. Cash inflows during the nine months ended September 30, 2020 primarily related to net proceeds of approximately $743.1 million from the issuance of $750.0 million senior unsecured notes in April 2020. These cash inflows during 2020 were partially offset by $249.2 million used for distributions to common shareholders and non-controlling interest holders, and net payments of $44.0 million of borrowings from our unsecured line of credit.
Financial Flexibility
We have a $900 million unsecured credit facility which matures in March 2023, with two options to further extend the facility at our election for two additional six-month periods and may be expanded three times by up to an additional $500 million upon the satisfaction of certain conditions. The interest rate on our unsecured credit facility is based upon LIBOR plus a margin which is subject to change as our credit ratings change. Advances under our 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 $450 million or the remaining amount available under our credit facility. Our 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 September 30, 2021 and through the date of this filing.
Our 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 credit facility, it does reduce the amount available. At September 30, 2021, we had no borrowings outstanding on our credit facility and we had outstanding letters of credit totaling approximately $14.8 million, leaving approximately $885.2 million available under our credit facility.
In August 2021, we created an ATM share offering program through which we can, but have no obligation to, sell common shares and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to $500.0 million (the "2021 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. The proceeds from the sale of our common shares under the 2021 ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under our $900 million unsecured line of credit, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions. We issued approximately 1.5 million shares under our 2021 ATM program during the three months ended September 30, 2021 and received approximately $220.7 million in net proceeds. As of September 30, 2021 and through the date of this filing, we had common shares having an aggregate offering price of up to $278.2 million remaining available for sale under the 2021 ATM program.
We believe our ability to access capital markets is enhanced by our senior unsecured debt ratings by Moody's, Fitch, and Standard and Poor's, which are currently A3 with stable outlook, A- with stable outlook, and A- with stable outlook, respectively. We believe our ability to access capital markets is also enhanced by our ability to borrow on a secured basis from various institutions including banks, Fannie Mae, Freddie Mac, or life insurance companies. However, we may not be able to maintain our current credit ratings and may not be able to borrow on a secured or unsecured basis in the future.
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Future Cash Requirements and Contractual Obligations
One of our principal long-term liquidity requirements includes the repayment of maturing debt, including any future borrowings under our unsecured credit facility. We have no scheduled debt due for the remainder of 2021 and believe scheduled repayments of debt in 2022 are manageable at approximately $386.3 million which represents approximately 12.2% of our total outstanding debt, and includes amortization of debt discounts and debt issuance costs. See Note 7, "Notes Payable," in the notes to Condensed Consolidated Financial Statements for a further discussion of our scheduled maturities.
We estimate the additional cost to complete the construction of six properties to be approximately $242.4 million. Of this amount, we expect to incur costs between approximately $56 million and $66 million during the remainder of 2021 and to incur the remaining costs during 2022 through 2023. Additionally, during the remainder of 2021, we expect to incur costs between approximately $22 million and $24 million related to repositions and revenue enhancing expenditures, between approximately $22 million and $26 million related to the start of new development activities, and between approximately $20 million and $24 million related to additional recurring capital expenditures.
We anticipate meeting our near-term liquidity requirements through a combination of one or more of the following: cash and cash equivalents, cash flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our 2021 ATM program, and other unsecured borrowings or secured mortgages. We continue to evaluate our operating property and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities arise.
As a REIT, we are subject to a number of organizational and operational requirements, including a requirement to distribute current dividends to our shareholders equal to a minimum of 90% of our annual taxable income. In order to minimize paying income taxes, our general policy is to distribute at least 100% of our taxable income. In September 2021, our Board of Trust Managers declared a quarterly dividend of $0.83 per common share to our common shareholders of record as of September 30, 2021. The quarterly dividend was subsequently paid on October 18, 2021, and we paid equivalent amounts per unit to holders of the common operating partnership units. Assuming similar quarterly dividend distributions for the remainder of 2021, our annualized dividend rate would be $3.32 per share or unit.
Off-Balance Sheet Arrangements
The joint ventures in which we have an interest have been funded in part with secured, third-party debt. At September 30, 2021, our unconsolidated joint ventures had outstanding debt of approximately $514.6 million. As of September 30, 2021, we had no outstanding guarantees related to the debt of our unconsolidated joint ventures.
Inflation
Our apartment leases are for an average term of approximately fourteen months. In an inflationary environment, we may realize increased rents at the commencement of new leases or upon the renewal of existing leases. We believe the short-term nature of our leases generally minimizes our risk from the adverse effects of inflation.
Critical Accounting Policies
Our critical accounting policies have not changed from the information reported in our Annual Report on Form 10-K for the year ended December 31, 2020.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
No material changes to our exposures to market risk have occurred since our Annual Report on Form 10-K for the year ended December 31, 2020.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Securities Exchange Act ("Exchange Act") Rules 13a-15(e) and 15d-15(e). Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded the disclosure controls and procedures as of the end of the period covered by this report are effective to ensure information required to be disclosed by us in our Exchange Act filings is accurately recorded, processed, summarized, and reported within the periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and
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communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls. There were no changes in our internal control over financial reporting (identified in connection with the evaluation required by paragraph (d) in Rules 13a-15 and 15d-15 under the Exchange Act) during our most recent fiscal quarter which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
There have been no material changes to the Risk Factors previously disclosed in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2020.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of our equity securities for the three months ended September 30, 2021.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
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Item 6. Exhibits
| (a) Exhibits | ||||||||
| Form of Distribution Agency Agreement, dated August 2, 2021, among Camden Property Trust, Deutsche Bank Securities Inc. and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 1.1 to the Company's current Report on Form 8-K filed on August 2, 2021 (File No. 1-12110)) | ||||||||
| Form of Distribution Agency Agreement, dated August 2, 2021, between Camden Property Trust and Regions Securities LLC (incorporated by reference to Exhibit 1.2 to the Company's current Report on Form 8-K filed on August 2, 2021 (File No. 1-12110)) | ||||||||
| Form of Distribution Agency Agreement, dated August 2, 2021, among Camden Property Trust, Scotia Capital (USA) Inc. and The Bank of Nova Scotia (incorporated by reference to Exhibit 1.3 to the Company's current Report on Form 8-K filed on August 2, 2021 (File No. 1-12110)) | ||||||||
| Form of Distribution Agency Agreement, dated August 2, 2021, among Camden Property Trust, TD Securities (USA) LLC and The Toronto-Dominion Bank (incorporated by reference to Exhibit 1.4 to the Company's current Report on Form 8-K filed on August 2, 2021 (File No. 1-12110)) | ||||||||
*31.1 | Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated October 29, 2021 | |||||||
*31.2 | Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated October 29, 2021 | |||||||
*32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 | |||||||
| *101.INS | XBRL 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.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| *101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| *101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| *101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| *101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| *104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Filed herewith.
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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. Gallagher | October 29, 2021 | |||||||
| Michael P. Gallagher | Date | |||||||
| Senior Vice President – Chief Accounting Officer | ||||||||
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