CAMDEN PROPERTY TRUST - Quarter Report: 2021 March (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 March 31, 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 April 16, 2021, 97,682,634 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) | March 31, 2021 | December 31, 2020 | |||||||||
| Assets | |||||||||||
| Real estate assets, at cost | |||||||||||
| Land | $ | 1,233,937 | $ | 1,225,214 | |||||||
| Buildings and improvements | 7,863,707 | 7,763,748 | |||||||||
| $ | 9,097,644 | $ | 8,988,962 | ||||||||
| Accumulated depreciation | (3,124,504) | (3,034,186) | |||||||||
| Net operating real estate assets | $ | 5,973,140 | $ | 5,954,776 | |||||||
| Properties under development, including land | 541,958 | 564,215 | |||||||||
| Investments in joint ventures | 18,800 | 18,994 | |||||||||
| Total real estate assets | $ | 6,533,898 | $ | 6,537,985 | |||||||
| Accounts receivable – affiliates | 19,502 | 20,158 | |||||||||
| Other assets, net | 213,126 | 216,276 | |||||||||
| Cash and cash equivalents | 333,402 | 420,441 | |||||||||
| Restricted cash | 4,105 | 4,092 | |||||||||
| Total assets | $ | 7,104,033 | $ | 7,198,952 | |||||||
| Liabilities and equity | |||||||||||
| Liabilities | |||||||||||
| Unsecured notes payable | $ | 3,167,557 | $ | 3,166,625 | |||||||
| Accounts payable and accrued expenses | 159,111 | 175,608 | |||||||||
| Accrued real estate taxes | 33,155 | 66,156 | |||||||||
| Distributions payable | 84,282 | 84,147 | |||||||||
| Other liabilities | 185,852 | 189,829 | |||||||||
| Total liabilities | $ | 3,629,957 | $ | 3,682,365 | |||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Equity | |||||||||||
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 109,181 and 109,110 issued; 106,962 and 106,860 outstanding at March 31, 2021 and December 31, 2020, respectively | 1,070 | 1,069 | |||||||||
| Additional paid-in capital | 4,588,056 | 4,581,710 | |||||||||
| Distributions in excess of net income attributable to common shareholders | (842,628) | (791,079) | |||||||||
Treasury shares, at cost (9,279 and 9,442 common shares at March 31, 2021 and December 31, 2020, respectively) | (335,511) | (341,412) | |||||||||
| Accumulated other comprehensive loss | (5,010) | (5,383) | |||||||||
| Total common equity | $ | 3,405,977 | $ | 3,444,905 | |||||||
| Non-controlling interests | 68,099 | 71,682 | |||||||||
| Total equity | $ | 3,474,076 | $ | 3,516,587 | |||||||
| Total liabilities and equity | $ | 7,104,033 | $ | 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 March 31, | |||||||||||
| (in thousands, except per share amounts) | 2021 | 2020 | |||||||||
| Property revenues | $ | 267,568 | $ | 265,879 | |||||||
| Property expenses | |||||||||||
| Property operating and maintenance | $ | 63,479 | $ | 59,956 | |||||||
| Real estate taxes | 37,453 | 34,180 | |||||||||
| Total property expenses | $ | 100,932 | $ | 94,136 | |||||||
| Non-property income | |||||||||||
| Fee and asset management | $ | 2,206 | $ | 2,527 | |||||||
| Interest and other income | 332 | 329 | |||||||||
| Income/(loss) on deferred compensation plans | 3,626 | (14,860) | |||||||||
| Total non-property income (loss) | $ | 6,164 | $ | (12,004) | |||||||
| Other expenses | |||||||||||
| Property management | $ | 6,124 | $ | 6,527 | |||||||
| Fee and asset management | 1,132 | 843 | |||||||||
| General and administrative | 14,222 | 13,233 | |||||||||
| Interest | 23,644 | 19,707 | |||||||||
| Depreciation and amortization | 93,141 | 91,859 | |||||||||
| Expense/(benefit) on deferred compensation plans | 3,626 | (14,860) | |||||||||
| Total other expenses | $ | 141,889 | $ | 117,309 | |||||||
| Gain on sale of land | — | 382 | |||||||||
| Equity in income of joint ventures | 1,914 | 2,122 | |||||||||
Income from continuing operations before income taxes | $ | 32,825 | $ | 44,934 | |||||||
| Income tax expense | (352) | (467) | |||||||||
| Net income | $ | 32,473 | $ | 44,467 | |||||||
Less income allocated to non-controlling interests | (1,126) | (1,183) | |||||||||
Net income attributable to common shareholders | $ | 31,347 | $ | 43,284 | |||||||
| Earnings per share – basic | $ | 0.31 | $ | 0.43 | |||||||
| Earnings per share – diluted | $ | 0.31 | $ | 0.43 | |||||||
| Weighted average number of common shares outstanding – basic | 99,547 | 99,298 | |||||||||
| Weighted average number of common shares outstanding – diluted | 99,621 | 99,380 | |||||||||
| Condensed Consolidated Statements of Comprehensive Income | |||||||||||
| Net income | $ | 32,473 | $ | 44,467 | |||||||
| Other comprehensive income | |||||||||||
| Reclassification of net loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation | 373 | 366 | |||||||||
| Comprehensive income | $ | 32,846 | $ | 44,833 | |||||||
| Less income allocated to non-controlling interests | (1,126) | (1,183) | |||||||||
| Comprehensive income attributable to common shareholders | $ | 31,720 | $ | 43,650 | |||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
2
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
For the three months ended March 31, 2021
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 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 | 31,347 | 1,126 | 32,473 | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 373 | 373 | |||||||||||||||||||||||||||||||||||||||
| Net share awards | 2,965 | 5,901 | 8,866 | ||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | 87 | 87 | |||||||||||||||||||||||||||||||||||||||
| Conversion of operating partnership units | 1 | 3,316 | (3,317) | — | |||||||||||||||||||||||||||||||||||||
Cash distributions declared to equity holders ($0.83 per common share) | (82,896) | (1,392) | (84,288) | ||||||||||||||||||||||||||||||||||||||
| Other | (22) | (22) | |||||||||||||||||||||||||||||||||||||||
| Equity, March 31, 2021 | $ | 1,070 | $ | 4,588,056 | $ | (842,628) | $ | (335,511) | $ | (5,010) | $ | 68,099 | $ | 3,474,076 | |||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
3
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Unaudited)
For the three months ended March 31, 2020
| Common Shareholders | |||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 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 | 43,284 | 1,183 | 44,467 | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | 366 | 366 | |||||||||||||||||||||||||||||||||||||||
| Net share awards | 3,206 | 5,641 | 8,847 | ||||||||||||||||||||||||||||||||||||||
| Employee share purchase plan | 82 | 82 | |||||||||||||||||||||||||||||||||||||||
Cash distributions declared to equity holders ($0.83 per common share) | (82,687) | (1,451) | (84,138) | ||||||||||||||||||||||||||||||||||||||
Other | (24) | (24) | |||||||||||||||||||||||||||||||||||||||
| Equity, March 31, 2020 | $ | 1,069 | $ | 4,569,995 | $ | (623,570) | $ | (342,778) | $ | (6,163) | $ | 72,771 | $ | 3,671,324 | |||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
4
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 32,473 | $ | 44,467 | |||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| Depreciation and amortization | 93,141 | 91,859 | |||||||||
| Gain on sale of land | — | (382) | |||||||||
| Distributions of income from joint ventures | 1,881 | 2,010 | |||||||||
| Equity in income of joint ventures | (1,914) | (2,122) | |||||||||
| Share-based compensation | 3,677 | 3,433 | |||||||||
| Net change in operating accounts and other | (40,802) | (28,681) | |||||||||
| Net cash from operating activities | $ | 88,456 | $ | 110,584 | |||||||
| Cash flows from investing activities | |||||||||||
| Development and capital improvements, including land | $ | (90,325) | $ | (109,554) | |||||||
| Proceeds from sale of land | — | 753 | |||||||||
| Increase in non-real estate assets | (1,315) | (3,006) | |||||||||
| Other | (426) | (1,869) | |||||||||
| Net cash from investing activities | $ | (92,066) | $ | (113,676) | |||||||
| Cash flows from financing activities | |||||||||||
| Borrowings on unsecured credit facility and other short-term borrowings | $ | — | $ | 253,000 | |||||||
| Repayments on unsecured credit facility and other short-term borrowings | — | (171,000) | |||||||||
| Distributions to common shareholders and non-controlling interests | (84,147) | (80,973) | |||||||||
| Payment of deferred financing costs | (403) | (407) | |||||||||
| Other | 1,134 | 1,617 | |||||||||
| Net cash from financing activities | $ | (83,416) | $ | 2,237 | |||||||
| Net decrease in cash, cash equivalents, and restricted cash | (87,026) | (855) | |||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 424,533 | 27,499 | |||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 337,507 | $ | 26,644 | |||||||
| Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets | |||||||||||
| Cash and cash equivalents | $ | 333,402 | $ | 22,277 | |||||||
| Restricted cash | 4,105 | 4,367 | |||||||||
| Total cash, cash equivalents, and restricted cash, end of period | $ | 337,507 | $ | 26,644 | |||||||
| Supplemental information | |||||||||||
| Cash paid for interest, net of interest capitalized | $ | 15,724 | $ | 17,581 | |||||||
| Supplemental schedule of noncash investing and financing activities | |||||||||||
| Distributions declared but not paid | 84,282 | 84,112 | |||||||||
| Value of shares issued under benefit plans, net of cancellations | 16,937 | 18,412 | |||||||||
| Conversion of operating partnership units to common shares | 3,317 | — | |||||||||
| Accrual associated with construction and capital expenditures | 17,519 | 24,017 | |||||||||
| Right-of-use assets obtained in exchange for the use of new operating lease liabilities | — | 69 | |||||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
5
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, 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 March 31, 2021, we owned interests in, operated, or were developing 175 multifamily properties comprised of 59,459 apartment homes across the United States. Of the 175 properties, eight properties were under construction as of March 31, 2021, and will consist of a total of 2,608 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, authority to make decisions, kick-out rights and participating rights. As of March 31, 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. During the three months ended March 31, 2021, certain unit holders of one of these consolidated operating partnerships redeemed their common limited partnership units in exchange for CPT common shares of approximately $3.3 million, and as of March 31, 2021, we held approximately 93% of the outstanding common limited partnership units and the sole 1% general partnership interest in this consolidated operating partnership. As of March 31, 2021, we held approximately 95% of the outstanding common limited partnership units and the sole 1% general partnership interest of the other consolidated operating partnership.
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.
Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. While we believe our estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to its fair value. In estimating fair value, management uses appraisals, 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 if we believe there is an other than temporary decline in market value of our investment below our carrying value, we will record an impairment charge. We did not record any impairment charges for the three months ended March 31, 2021 or 2020.
6
The value of our properties under development depends on market conditions, including estimates of the project start date, projected construction costs, as well as estimates of demand for multifamily communities. We have reviewed market trends and other marketplace information and have 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 $4.8 million and $4.5 million for the three months ended March 31, 2021 and 2020, respectively. Capitalized real estate taxes were approximately $1.4 million and $1.6 million for the three months ended March 31, 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.
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.
7
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." Non-recurring fair value disclosures are not provided for impairments on assets disposed during the period because they are no longer owned by us. 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 March 31, 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. The carrying values of our notes receivable also approximate their fair values, which are based on certain factors, such as market interest rates, terms of the note and credit worthiness of the borrower. These financial instruments utilize Level 3 inputs. 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, which include rental revenue and revenue from amounts received under contractual terms for other services provided to our customers. As a lessor, we 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, separate contract and will be recognized at the time the option is exercised on a straight-line basis over the renewal period.
In accordance with the Financial Accounting Standards Board ("FASB") question and answer document issued in April 2020, we elected to account for the pandemic-related concessions provided to our residents/tenants, which were primarily related to a change of timing of rent payments with no significant changes to total payments or term, as a deferred payment in which we continue 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 March 31, 2021, our average residential lease term was approximately fourteen months with all other commercial leases averaging longer lease terms. We currently anticipate property revenue from existing leases as follows:
| (in millions) | |||||
| Year ended December 31, | Operating Leases | ||||
| Remainder of 2021 | $ | 497.2 | |||
| 2022 | 89.3 | ||||
| 2023 | 4.2 | ||||
| 2024 | 3.4 | ||||
| 2025 | 2.7 | ||||
| Thereafter | 6.9 | ||||
| Total | $ | 603.7 | |||
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.
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Note Receivable. We have one note receivable included in other assets, net, in our condensed consolidated balance sheets, relating to a real estate secured loan made to an unaffiliated third party. This note receivable matures on October 1, 2025. At both March 31, 2021 and December 31, 2020, the outstanding note receivable principal balance was approximately $6.4 million and the weighted average interest rate was approximately 7.0% for both the three months ended March 31, 2021 and 2020, respectively. Interest is recognized over the life of the note and included in interest and other income in our condensed consolidated statements of income and comprehensive income. We will provide for an allowance on our note receivable for expected losses if it becomes apparent conditions exist which may lead to our inability to collect all contractual amounts due. No allowance has been recognized on this note receivable as of March 31, 2021.
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, units convertible into common shares, and shares which could be settled under equity forward sales agreements. 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 sales 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 1.9 million for each of the three months ended March 31, 2021 and 2020. These securities, which include common share options and 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 March 31, | ||||||||||||||
| (in thousands, except per share amounts) | 2021 | 2020 | ||||||||||||
| Earnings per common share calculation – basic | ||||||||||||||
Income from continuing operations attributable to common shareholders | $ | 31,347 | $ | 43,284 | ||||||||||
Amount allocated to participating securities | (43) | (99) | ||||||||||||
Net income attributable to common shareholders – basic | $ | 31,304 | $ | 43,185 | ||||||||||
Total earnings per common share – basic | $ | 0.31 | $ | 0.43 | ||||||||||
| Weighted average number of common shares outstanding – basic | 99,547 | 99,298 | ||||||||||||
| Earnings per common share calculation – diluted | ||||||||||||||
| Net income attributable to common shareholders – diluted | $ | 31,304 | $ | 43,185 | ||||||||||
Total earnings per common share – diluted | $ | 0.31 | $ | 0.43 | ||||||||||
Weighted average number of common shares outstanding – basic | 99,547 | 99,298 | ||||||||||||
| Incremental shares issuable from assumed conversion of: | ||||||||||||||
| Common share options and share awards granted | 74 | 82 | ||||||||||||
Weighted average number of common shares outstanding – diluted | 99,621 | 99,380 | ||||||||||||
4. Common Shares
In June 2020, we created an at-the market ("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 $362.7 million (the "2020 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 2020 ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under
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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 2020 ATM program permits the use of forward sales 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 shares until a later date. If we enter into a forward sale agreement, we expect the relevant forward purchasers will borrow from third parties and, through the relevant sales agent, acting in its role as forward seller, sell a number of common shares equal to the number of shares underlying the 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 March 31, 2021 and through the date of this filing, we did not enter into any forward sale agreements nor were there any shares sold under the 2020 ATM program. As of the date of this filing, we had common shares having an aggregate offering price of up to $362.7 million remaining available for sale under the 2020 ATM program.
We have a repurchase plan approved by our Board of Trust Managers which allows for the repurchase of up to $500 million of our common equity securities through open-market purchases, block purchases, and privately negotiated transactions. There were no repurchases during the three months ended March 31, 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 March 31, 2021, we had approximately 97.7 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding.
5. Acquisitions and Dispositions
Acquisition of Land. We did not acquire any land during the three months ended March 31, 2021. During the three months ended March 31, 2020, we acquired approximately 4.9 acres of land in Raleigh, North Carolina for approximately $18.2 million for the future development of approximately 355 apartment homes.
Disposition of Land. We did not sell any land during the three months ended March 31, 2021. During the three months ended March 31, 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 in March 2020 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 March 31, 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 March 31, 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) | March 31, 2021 | December 31, 2020 | |||||||||
| Total assets | $ | 682.4 | $ | 691.5 | |||||||
| Total third-party debt | 512.5 | 509.1 | |||||||||
| Total equity | 148.4 | 149.1 | |||||||||
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| Three Months Ended March 31, | |||||||||||
| (in millions) | 2021 | 2020 | |||||||||
| Total revenues | $ | 33.0 | $ | 32.3 | |||||||
| Net income | 3.8 | 4.5 | |||||||||
Equity in income (1) | 1.9 | 2.1 | |||||||||
(1)Equity in income excludes our ownership interest of fee income from various services provided by us to the Funds.
The Funds have been funded in part with secured third-party debt and, as of March 31, 2021, we had 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 $1.5 million and $1.8 million for the three months ended March 31, 2021 and 2020, respectively.
7. Notes Payable
The following is a summary of our indebtedness:
| (in millions) | March 31, 2021 | December 31, 2020 | ||||||||||||
| Commercial banks | ||||||||||||||
1.85% Term Loan, due 2022 | $ | 39.8 | $ | 39.7 | ||||||||||
| Senior unsecured notes | ||||||||||||||
3.15% Notes, due 2022 | $ | 348.8 | $ | 348.6 | ||||||||||
5.07% Notes, due 2023 | 249.0 | 248.9 | ||||||||||||
4.36% Notes, due 2024 | 249.3 | 249.2 | ||||||||||||
3.68% Notes, due 2024 | 248.5 | 248.4 | ||||||||||||
3.74% Notes, due 2028 | 397.4 | 397.3 | ||||||||||||
3.67% Notes, due 2029 (1) | 594.4 | 594.3 | ||||||||||||
2.91% Notes, due 2030 | 743.7 | 743.5 | ||||||||||||
3.41% Notes, due 2049 | 296.7 | 296.7 | ||||||||||||
| $ | 3,127.8 | $ | 3,126.9 | |||||||||||
Total unsecured notes payable (2) | $ | 3,167.6 | $ | 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 $22.4 million and $23.4 million are included in senior unsecured notes payable as of March 31, 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 March 31, 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 March 31, 2021, we had no borrowings outstanding on our $900 million credit facility and we had outstanding letters of credit totaling approximately $12.2 million, leaving approximately $887.8 million available under our credit facility.
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At March 31, 2021, we had $39.8 million outstanding floating rate debt with a weighted average interest rate of approximately 1.9%. At March 31, 2020, we had $225.8 million outstanding floating rate debt which included amounts borrowed under our unsecured credit facility with a weighted average interest rate of approximately 2.1%.
Our indebtedness had a weighted average maturity of approximately 8.2 years at March 31, 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 March 31, 2021:
| (in millions) (1) | Amount (2) | Weighted Average Interest Rate (3) | ||||||||||||
| Remainder of 2021 | $ | (2.8) | — | % | ||||||||||
| 2022 | 386.3 | 3.0 | ||||||||||||
| 2023 | 247.3 | 5.1 | ||||||||||||
| 2024 | 497.9 | 4.0 | ||||||||||||
| 2025 | (1.7) | — | ||||||||||||
| Thereafter | 2,040.6 | 3.4 | ||||||||||||
| Total | $ | 3,167.6 | 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 March 31, 2021 and 2020, we had no designated hedges outstanding. The table below presents the effect of our derivative financial instruments which were settled in 2018 and 2019 in the condensed consolidated statements of income and comprehensive income for the three months ended March 31, 2021 and 2020:
| (in millions) | Unrealized Gain (Loss) Recognized in Other Comprehensive Income (Loss) (“OCI”) on Derivatives | Location of Loss Reclassified from Accumulated OCI into Income | Amount of Loss Reclassified from Accumulated OCI into Income | |||||||||||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||
| Interest Rate Swaps | $ | — | $ | — | Interest expense | $ | (0.3) | $ | (0.3) | |||||||||||||||||||||||
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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 March 31, 2021, there were approximately 6.4 million common shares available under the 2018 Share Plan, which would result in approximately 1.9 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 $4.0 million and $3.7 million for the three months ended March 31, 2021 and 2020, respectively. Total capitalized compensation costs for share awards were approximately $0.9 million and $0.7 million for the three months ended March 31, 2021 and 2020, respectively.
A summary of activity under our share incentive plans for the three months ended March 31, 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 | 170,321 | 103.77 | |||||||||
| Vested | (176,346) | 100.16 | |||||||||
| Forfeited | (6,924) | 106.70 | |||||||||
| Total nonvested share awards outstanding at March 31, 2021 | 226,779 | $ | 106.18 | ||||||||
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 three months ended March 31, 2021 and 2020 was $103.77 per share and $117.70 per share, respectively. The total fair value of shares vested during the three months ended March 31, 2021 and 2020 was approximately $17.7 million and $16.8 million, respectively. At March 31, 2021, the unamortized value of previously issued unvested share awards was approximately $20.9 million which is expected to be amortized over the next three 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:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Change in assets: | |||||||||||
| Other assets, net | $ | (1,838) | $ | (1,825) | |||||||
| Change in liabilities: | |||||||||||
| Accounts payable and accrued expenses | (7,127) | (5,107) | |||||||||
| Accrued real estate taxes | (33,001) | (22,046) | |||||||||
| Other liabilities | 232 | (480) | |||||||||
| Other | 932 | 777 | |||||||||
| Change in operating accounts and other | $ | (40,802) | $ | (28,681) | |||||||
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11. Commitments and Contingencies
Construction Contracts. As of March 31, 2021, we estimate the total additional cost to complete the eight properties currently under construction to be approximately $357.9 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 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 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 March 31, 2021, we had approximately $1.3 million earnest money deposits, of which $0.8 million was non-refundable, for potential acquisitions of land 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 three months ended March 31, 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 $1.2 million and $1.1 million for the three months ended March 31, 2021 and 2020, respectively. The following is a summary of our maturities of our lease liabilities as of March 31, 2021:
| (in millions) | |||||
| Year ended December 31, | Operating Leases | ||||
| Remainder of 2021 | $ | 2.6 | |||
| 2022 | 3.1 | ||||
| 2023 | 3.0 | ||||
| 2024 | 2.8 | ||||
| 2025 | 2.0 | ||||
| Thereafter | 0.1 | ||||
| Less: discount for time value | (1.4) | ||||
| Lease liability as of March 31, 2021 | $ | 12.2 | |||
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
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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 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 months ended March 31, 2021 and 2020 as income tax expense. Income taxes for the three months ended March 31, 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 three months ended March 31, 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 March 31, 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
| March 31, 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) | $ | 125.8 | $ | — | $ | — | $ | 125.8 | $ | 129.8 | $ | — | $ | — | $ | 129.8 | |||||||||||||||||||||||||||||||
(1)Approximately $9.4 million and $37.8 million of participant cash was withdrawn from our deferred compensation plan investments during the three months ended March 31, 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 did not have any asset acquisitions of operating properties or impairments during the three months ended March 31, 2021.
Financial Instrument Fair Value Disclosures. The following table presents the carrying and estimated fair values of our notes payable at March 31, 2021 and December 31, 2020, in accordance with the policies discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."
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| March 31, 2021 | December 31, 2020 | ||||||||||||||||||||||
| (in millions) | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |||||||||||||||||||
| Fixed rate notes payable | $ | 3,127.8 | $ | 3,346.7 | $ | 3,126.9 | $ | 3,519.9 | |||||||||||||||
| Floating rate notes payable | 39.8 | 40.1 | 39.7 | 40.0 | |||||||||||||||||||
14. Related Party Transaction
In March 2021, we entered into an amended agreement with certain holders of common units of limited partnership interest in one of our consolidated operating partnerships, Camden Summit Partnership, L.P., which holders include one of our Trust Managers. The amended agreement specifies the time period CPT is obligated to protect such unitholders for certain tax liabilities. We currently have a $40 million unsecured debt term loan that was entered into in October 2020 which supports these obligations.
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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 expose us to the effects of declining market rents;
•Competition could limit our ability to lease apartments or increase or maintain rental income;
•We face risks associated with land holdings and related activities;
•The ongoing pandemic and measures intended to prevent its spread and impact have and 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;
•Investments through joint ventures and investment funds 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
•Our share price will fluctuate.
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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 March 31, 2021, we owned interests in, operated, or were developing 175 multifamily properties comprised of 59,459 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
Our results reflect the continued challenges the multifamily industry is currently facing as a result of the prolonged impact of the pandemic which became a global event in early March 2020. The future effects of the pandemic and the responses to curb its spread continue to evolve, and the full magnitude of the pandemic and its ultimate effect on our results of operations, cash flows, financial condition, and liquidity for the next twelve months and thereafter is uncertain at this time.
Additionally, our property revenues and expenses have been and will likely continue to be impacted by the pandemic. For the three months ended March 31, 2021, we collected approximately 98.4% of our scheduled rents and approximately 1.6% of our scheduled rents are delinquent. As of April 25, 2021, our April collections are approximately 98.0% of scheduled rents and approximately 2.0% are delinquent.
Factors adversely affecting demand for and rents received from our multifamily communities have become pervasive across the United States. Overall weak consumer confidence, high unemployment, and government-imposed moratoriums on our ability to collect rents or evict non-paying tenants, among other factors, have also persisted through the date of this filing, and may continue to persist during the remainder of fiscal year 2021.
Consolidated Results
Net income attributable to common shareholders decreased approximately $11.9 million for the three months ended March 31, 2021 as compared to the same period in 2020.
The decrease during the three months ended March 31, 2021 was due to a decrease of approximately $5.1 million in property operations, higher interest expense of approximately $3.9 million, higher depreciation expense of approximately $1.3 million, higher general and administrative expenses of approximately $1.0 million, and a decrease in net fee and asset management income of approximately $0.6 million, as compared to the same period in 2020.
Property Operations
Our results for the three months ended March 31, 2021 reflect a decrease in same store revenues of 0.4% as compared to the same period in 2020. The decrease for the three months ended March 31, 2021 was primarily due to lower average rental rates and higher uncollectible revenue generally resulting from the continued impact of the pandemic. The decrease during the three months ended March 31, 2021 was partially offset by higher income from our bulk internet and other utility rebilling programs, higher fee income, higher other rental income, and slightly higher occupancy as compared to the same period in 2020.
Construction Activity
At March 31, 2021, we had a total of eight properties under construction comprising 2,608 apartment homes. Initial occupancies of these eight properties are currently scheduled to occur within the next 27 months. As of March 31, 2021, we estimate the total additional cost to complete the construction of the eight properties is approximately $357.9 million. The pandemic and efforts to curb its spread may adversely affect, among other matters, the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction, experience delays in obtaining governmental permits and authorizations, or experience disruption in the supply of or increases in the costs of materials or labor.
Future Outlook
Subject to market conditions as described above, 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
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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 our 2020 at-the-market program ("2020 ATM program"), and other unsecured borrowings or secured mortgages.
As of March 31, 2021, we had approximately $333.4 million in cash and cash equivalents and $887.8 million available under our $900 million unsecured credit facilities. As of March 31, 2021 and through the date of this filing, we also had common shares having an aggregate offering price of up to $362.7 million remaining available for sale under our 2020 ATM program and do not have any debt maturing until September 2022. Additionally, as of March 31, 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, 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:
| March 31, 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 | 3,686 | 12 | 3,686 | 12 | |||||||||||||||||||
| Austin, Texas | 3,686 | 11 | 3,686 | 11 | |||||||||||||||||||
| Orlando, Florida | 3,594 | 10 | 3,594 | 10 | |||||||||||||||||||
| Raleigh, North Carolina | 3,240 | 9 | 3,240 | 9 | |||||||||||||||||||
| Charlotte, North Carolina | 3,104 | 14 | 3,104 | 14 | |||||||||||||||||||
| Denver, Colorado | 2,865 | 9 | 2,865 | 9 | |||||||||||||||||||
| Southeast Florida | 2,781 | 8 | 2,781 | 8 | |||||||||||||||||||
| Tampa, Florida | 2,736 | 7 | 2,736 | 7 | |||||||||||||||||||
| Los Angeles/Orange County, California | 2,663 | 7 | 2,663 | 7 | |||||||||||||||||||
| San Diego/Inland Empire, California | 1,665 | 5 | 1,665 | 5 | |||||||||||||||||||
| Total Operating Properties | 56,851 | 167 | 56,850 | 167 | |||||||||||||||||||
| Properties Under Construction | |||||||||||||||||||||||
| Phoenix, Arizona | 740 | 2 | 740 | 2 | |||||||||||||||||||
| Charlotte, North Carolina | 387 | 1 | 387 | 1 | |||||||||||||||||||
| Atlanta, Georgia | 366 | 1 | 366 | 1 | |||||||||||||||||||
| Orlando, Florida | 360 | 1 | 360 | 1 | |||||||||||||||||||
| Raleigh, North Carolina | 354 | 1 | — | — | |||||||||||||||||||
| Southeast Florida | 269 | 1 | 269 | 1 | |||||||||||||||||||
| San Diego/Inland Empire, California | 132 | 1 | 132 | 1 | |||||||||||||||||||
Total Properties Under Construction | 2,608 | 8 | 2,254 | 7 | |||||||||||||||||||
| Total Properties | 59,459 | 175 | 59,104 | 174 | |||||||||||||||||||
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| March 31, 2021 | December 31, 2020 | ||||||||||||||||||||||
| Apartment Homes | Properties | Apartment Homes | Properties | ||||||||||||||||||||
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 | 52,212 | 153 | 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.
Completed Construction in Lease-Up
At March 31, 2021, there were two completed consolidated operating properties and one completed unconsolidated joint venture operating property in lease-up as follows:
($ in millions) Property and Location | Number of Apartment Homes | Cost Incurred (1) | % Leased at 4/26/2021 | Date of Construction Completion | Estimated Date of Stabilization | ||||||||||||||||||||||||
| Consolidated Operating Property | |||||||||||||||||||||||||||||
| Camden Downtown I | |||||||||||||||||||||||||||||
| Houston, TX | 271 | $ | 131.5 | 72 | % | 3Q20 | 4Q21 | ||||||||||||||||||||||
| Camden RiNo | |||||||||||||||||||||||||||||
| Denver, CO | 233 | 78.9 | 96 | % | 4Q20 | 2Q21 | |||||||||||||||||||||||
| Consolidated total | 504 | $ | 210.4 | ||||||||||||||||||||||||||
| Unconsolidated Operating Property | |||||||||||||||||||||||||||||
Camden Cypress Creek II (2) | |||||||||||||||||||||||||||||
| Cypress, TX | 234 | $ | 31.9 | 87 | % | 4Q20 | 3Q21 | ||||||||||||||||||||||
(1)Excludes leasing costs, which are expensed as incurred.
(2)Property owned through an unconsolidated joint venture in which we own a 31.3% interest.
Properties Under Development
Our condensed consolidated balance sheet at March 31, 2021 included approximately $542.0 million related to properties under development and land. Of this amount, approximately $448.0 million related to our properties currently under construction. In addition, we had approximately $94.0 million invested primarily in land held for future development related to projects we currently expect to begin construction.
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Properties Under Construction. At March 31, 2021, we had eight properties in various stages of construction as follows:
($ in millions) Property and Location (1) | 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 North End II (2) | |||||||||||||||||||||||||||||||||||
| Phoenix, AZ | 343 | $ | 90.0 | $ | 75.8 | $ | 39.7 | 1Q22 | 3Q22 | ||||||||||||||||||||||||||
Camden Lake Eola (3) | |||||||||||||||||||||||||||||||||||
| Orlando, FL | 360 | 125.0 | 122.2 | 101.3 | 2Q21 | 2Q22 | |||||||||||||||||||||||||||||
Camden Buckhead (4) | |||||||||||||||||||||||||||||||||||
| Atlanta, GA | 366 | 160.0 | 130.9 | 97.0 | 1Q22 | 3Q22 | |||||||||||||||||||||||||||||
Camden Hillcrest (5) | |||||||||||||||||||||||||||||||||||
| San Diego, CA | 132 | 95.0 | 73.6 | 60.4 | 4Q21 | 3Q22 | |||||||||||||||||||||||||||||
| Camden Atlantic | |||||||||||||||||||||||||||||||||||
| Plantation, FL | 269 | 100.0 | 50.4 | 50.4 | 4Q22 | 4Q23 | |||||||||||||||||||||||||||||
| Camden Tempe II | |||||||||||||||||||||||||||||||||||
| Tempe, AZ | 397 | 115.0 | 36.2 | 36.2 | 3Q23 | 1Q25 | |||||||||||||||||||||||||||||
| Camden NoDa | |||||||||||||||||||||||||||||||||||
| Charlotte, NC | 387 | 105.0 | 32.5 | 32.5 | 3Q23 | 1Q25 | |||||||||||||||||||||||||||||
| Camden Durham | |||||||||||||||||||||||||||||||||||
| Durham, NC | 354 | 120.0 | 30.5 | 30.5 | 4Q23 | 1Q25 | |||||||||||||||||||||||||||||
| Total | 2,608 | $ | 910.0 | $ | 552.1 | $ | 448.0 | ||||||||||||||||||||||||||||
(1)The pandemic and efforts to curb its spread may adversely affect, among other matters, the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction, experience delays in obtaining governmental permits and authorizations, or experience disruption in the supply of or increases in the costs of materials or labor.
(2)Property in lease-up and was 48% leased at April 26, 2021.
(3)Property in lease-up and was 11% leased at April 26, 2021.
(4)Property in lease-up and was 15% leased at April 26, 2021.
(5)Subsequent to quarter end, property started lease-up and was 3% leased at April 26, 2021.
Development Pipeline Communities. At March 31, 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 Arts District | |||||||||||||||||
| Los Angeles, CA | 354 | $ | 150.0 | $ | 34.4 | ||||||||||||
Camden Village District (2) | |||||||||||||||||
| Raleigh, NC | 355 | 115.0 | 21.6 | ||||||||||||||
| Camden Paces III | |||||||||||||||||
| Atlanta, GA | 350 | 100.0 | 17.1 | ||||||||||||||
| Camden Downtown II | |||||||||||||||||
| Houston, TX | 271 | 145.0 | 12.2 | ||||||||||||||
| Camden Highland Village II | |||||||||||||||||
| Houston, TX | 300 | 100.0 | 8.7 | ||||||||||||||
| Total | 1,630 | $ | 610.0 | $ | 94.0 | ||||||||||||
(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.
(2)Formerly known as Camden Cameron Village.
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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 months ended March 31, 2021 and 2020 are as follows:
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Average monthly property revenue per apartment home | $ | 1,804 | $ | 1,808 | |||||||
| Annualized total property expenses per apartment home | $ | 8,166 | $ | 7,682 | |||||||
| Weighted average number of operating apartment homes owned 100% | 49,439 | 49,017 | |||||||||
| Weighted average occupancy of operating apartment homes owned 100% | 95.9 | % | 95.9 | % | |||||||
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 months ended March 31, 2021 and 2020 are as follows:
| Three Months Ended March 31, | ||||||||||||||
| (in thousands) | 2021 | 2020 | ||||||||||||
| Net income | $ | 32,473 | $ | 44,467 | ||||||||||
Less: Fee and asset management income | (2,206) | (2,527) | ||||||||||||
Less: Interest and other income | (332) | (329) | ||||||||||||
| Less: (Income)/loss on deferred compensation plans | (3,626) | 14,860 | ||||||||||||
Plus: Property management expense | 6,124 | 6,527 | ||||||||||||
Plus: Fee and asset management expense | 1,132 | 843 | ||||||||||||
Plus: General and administrative expense | 14,222 | 13,233 | ||||||||||||
Plus: Interest expense | 23,644 | 19,707 | ||||||||||||
Plus: Depreciation and amortization expense | 93,141 | 91,859 | ||||||||||||
| Plus: Expense/(benefit) on deferred compensation plans | 3,626 | (14,860) | ||||||||||||
Less: Gain on sale of land | — | (382) | ||||||||||||
Less: Equity in income of joint ventures | (1,914) | (2,122) | ||||||||||||
Plus: Income tax expense | 352 | 467 | ||||||||||||
| Net operating income | $ | 166,636 | $ | 171,743 | ||||||||||
Property-Level NOI (1)
Property NOI, as reconciled above, is detailed further into the following categories for the three months ended March 31, 2021 as compared to the same periods in 2020:
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| ($ in thousands) | Apartment Homes at | Three Months Ended March 31, | Change | ||||||||||||||||||||||||||
| 3/31/2021 | 2021 | 2020 | $ | % | |||||||||||||||||||||||||
| Property revenues: | |||||||||||||||||||||||||||||
| Same store communities | 45,490 | $ | 239,712 | $ | 240,605 | $ | (893) | (0.4) | % | ||||||||||||||||||||
Non-same store communities | 3,610 | 22,959 | 22,983 | (24) | (0.1) | ||||||||||||||||||||||||
Development and lease-up communities | 3,112 | 3,312 | 75 | 3,237 | * | ||||||||||||||||||||||||
| Dispositions/other | — | 1,585 | 2,216 | (631) | (28.5) | ||||||||||||||||||||||||
Total property revenues | 52,212 | $ | 267,568 | $ | 265,879 | $ | 1,689 | 0.6 | % | ||||||||||||||||||||
| Property expenses: | |||||||||||||||||||||||||||||
| Same store communities | 45,490 | $ | 89,229 | $ | 84,651 | $ | 4,578 | 5.4 | % | ||||||||||||||||||||
Non-same store communities | 3,610 | 8,804 | 8,556 | 248 | 2.9 | ||||||||||||||||||||||||
Development and lease-up communities | 3,112 | 1,872 | 150 | 1,722 | * | ||||||||||||||||||||||||
| Dispositions/other | — | 1,027 | 779 | 248 | 31.8 | ||||||||||||||||||||||||
Total property expenses | 52,212 | $ | 100,932 | $ | 94,136 | $ | 6,796 | 7.2 | % | ||||||||||||||||||||
| Property NOI: | |||||||||||||||||||||||||||||
| Same store communities | 45,490 | $ | 150,483 | $ | 155,954 | $ | (5,471) | (3.5) | % | ||||||||||||||||||||
Non-same store communities | 3,610 | 14,155 | 14,427 | (272) | (1.9) | ||||||||||||||||||||||||
Development and lease-up communities | 3,112 | 1,440 | (75) | 1,515 | * | ||||||||||||||||||||||||
| Dispositions/other | — | 558 | 1,437 | (879) | (61.2) | ||||||||||||||||||||||||
Total property NOI | 52,212 | $ | 166,636 | $ | 171,743 | $ | (5,107) | (3.0) | % | ||||||||||||||||||||
* 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. Dispositions/other includes communities disposed of or held for sale which are not classified as discontinued operations, and non-multifamily rental properties, expenses related to land holdings not under active development, and other miscellaneous expenses.
Same Store Analysis
Same store property NOI decreased approximately $5.5 million for the three months ended March 31, 2021 as compared to the same period in 2020. The decrease was primarily due to an increase in property expenses of approximately $4.6 million and a decrease of approximately $0.9 million in same store property revenues, as compared to the same period in 2020.
The $4.6 million increase in same store property expenses during the three months ended March 31, 2021, as compared to the same period in 2020, was primarily due to higher real estate taxes of approximately $2.6 million as a result of increased property valuations at a number of our communities and lower property tax refunds, higher utility expenses of approximately $0.8 million, higher property insurance and repairs and maintenance expenses of approximately $0.8 million, and higher salary, general and administrative, and other property expenses of approximately $0.4 million.
The $0.9 million decrease in same store property revenues during the three months ended March 31, 2021, as compared to the same period in 2020, was primarily due to higher uncollectible revenue of approximately $2.0 million due in part to the pandemic and $1.3 million or 0.8% decrease in average rental rates. The decrease for the three months ended March 31, 2021 was partially offset by an increase of approximately $1.1 million in income from our bulk internet and other utility rebilling programs, an increase of approximately $0.9 million related to fee and other income, and slightly higher occupancy, net reletting, and other rental income of approximately $0.4 million.
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Non-same Store and Development and Lease-up Analysis
Property NOI from non-same store and development and lease-up communities increased approximately $1.2 million for the three months ended March 31, 2021 as compared to the same period in 2020. This increase was comprised of increases from development and lease-up communities of approximately $1.5 million and partially offset by a decrease from non-same store communities of approximately $0.3 million for the three months ended March 31, 2021 as compared to the same period in 2020. The increase in property NOI from our development and lease-up communities was primarily due to the timing of completion and partial lease-up of two development properties in 2020 and the timing of lease up during the three months ended March 31, 2021. The decrease in property NOI from our non-same store communities was primarily due to higher repairs and maintenance, utilities, and property insurance expenses for the three months ended March 31, 2021 as compared to the same period in 2020.
Dispositions/Other Property Analysis
Dispositions/other property NOI decreased approximately $0.9 million for the three months ended March 31, 2021 as compared to the same period in 2020. The decrease was due to lower NOI from our retail communities primarily due to higher uncollectible revenue and lower occupancy during the three months ended March 31, 2021 as a result of the continuation of the pandemic.
Non-Property Income
| ($ in thousands) | Three Months Ended March 31, | Change | |||||||||||||||||||||
| 2021 | 2020 | $ | % | ||||||||||||||||||||
| Fee and asset management | $ | 2,206 | $ | 2,527 | $ | (321) | (12.7) | % | |||||||||||||||
| Interest and other income | 332 | 329 | 3 | 0.9 | |||||||||||||||||||
| Income/(loss) on deferred compensation plans | 3,626 | (14,860) | 18,486 | * | |||||||||||||||||||
Total non-property income | $ | 6,164 | $ | (12,004) | $ | 18,168 | (151.3) | % | |||||||||||||||
* 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, decreased approximately $0.3 million for the three months ended March 31, 2021, as compared to the same period in 2020. The decrease was primarily due to lower fees earned during the three months ended March 31, 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.
Our deferred compensation plans recognized income of approximately $3.6 million during the three months ended March 31, 2021, and a loss of approximately $14.9 million during the same period in 2020. The changes were related to the performance of the investments held in deferred compensation plans for participants and were directly offset by the expense (benefit) related to these plans, as discussed below.
Other Expenses
| ($ in thousands) | Three Months Ended March 31, | Change | |||||||||||||||||||||
| 2021 | 2020 | $ | % | ||||||||||||||||||||
| Property management | $ | 6,124 | $ | 6,527 | $ | (403) | (6.2) | % | |||||||||||||||
| Fee and asset management | 1,132 | 843 | 289 | 34.3 | |||||||||||||||||||
| General and administrative | 14,222 | 13,233 | 989 | 7.5 | |||||||||||||||||||
| Interest | 23,644 | 19,707 | 3,937 | 20.0 | |||||||||||||||||||
| Depreciation and amortization | 93,141 | 91,859 | 1,282 | 1.4 | |||||||||||||||||||
| Expense/(benefit) on deferred compensation plans | 3,626 | (14,860) | 18,486 | * | |||||||||||||||||||
Total other expenses | $ | 141,889 | $ | 117,309 | $ | 24,580 | 21.0 | % | |||||||||||||||
* Not a meaningful percentage.
Property management expense, which represents regional supervision and accounting costs related to property operations, decreased approximately $0.4 million for the three months ended March 31, 2021 as compared to the same period in 2020. The decrease during the three months ended March 31, 2021 was primarily due to lower travel and conference related
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expenses, partially offset by higher salaries, benefits and incentive compensation costs. Property management expenses were 2.3% and 2.5% of total property revenues for the three months ended March 31, 2021 and 2020, respectively.
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 $0.3 million for the three months ended March 31, 2021 as compared to the same period in 2020. The increase was primarily due to higher discretionary spending incurred in managing our third-party construction activities, partially offset by lower expenses incurred during the three months ended March 31, 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 $1.0 million for the three months ended March 31, 2021 as compared to the same period in 2020. The increase during the three months ended March 31, 2021 was primarily due to higher salaries, benefits, and incentive compensation costs, partially offset by lower travel related costs. Excluding income (loss) on deferred compensation plans, general and administrative expenses were 5.3% and 4.9% of total revenues for the three months ended March 31, 2021 and 2020, respectively.
Interest expense increased approximately $3.9 million for the three months ended March 31, 2021 as compared to the same period in 2020. The increase was primarily due to the issuance of $750 million, 2.91% senior unsecured notes in April 2020 and the $40.0 million unsecured floating rate term loan entered into in October 2020. The increase was partially offset by a decrease in interest expense recognized on our unsecured credit facility due to having lower balances outstanding during the three months ended March 31, 2021 as compared to the same period in 2020. The increase was also partially offset by lower interest expense due to the repayment of our $100.0 million unsecured floating rate term loan in October 2020 and higher capitalized interest expense resulting from higher average balances in our development pipeline.
Depreciation and amortization expense increased approximately $1.3 million for the three months ended March 31, 2021 as compared to the same period in 2020. The increase was primarily due to the completion of units in our development pipeline and the completion of repositions during 2020 and 2021, and the completion of redevelopments during 2020. The increase was partially offset by a decrease of amortization of in-place leases relating to the acquisition of two operating properties in December 2019, which was amortized through the third quarter of 2020.
Our deferred compensation plans incurred expenses of approximately $3.6 million during the three months ended March 31, 2021, and recognized a benefit of approximately $14.9 million during the same period in 2020. The changes were related to the performance of the investments held in deferred compensation plans for participants and were directly offset by the income (loss) related to these plans, as discussed in the non-property income section above.
Other
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| ($ in thousands) | 2021 | 2020 | $ | % | |||||||||||||||||||
| Gain on sale of land | $ | — | $ | 382 | $ | (382) | 100.0 | % | |||||||||||||||
| Equity in income of joint ventures | $ | 1,914 | $ | 2,122 | $ | (208) | (9.8) | % | |||||||||||||||
| Income tax expense | $ | (352) | $ | (467) | $ | 115 | (24.6) | % | |||||||||||||||
The gain on sale of land for the three months ended March 31, 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 decreased approximately $0.2 million for the three months ended March 31, 2021, as compared to the same period in 2020. The decrease was primarily due to one property held by one of the Funds, which completed construction in December 2020 and was under lease up during the three months ended March 31, 2021. We recognized our proportionate share of the loss while this property is 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 March 31, 2021 and 2020 are as follows:
| Three Months Ended March 31, | |||||||||||
| ($ in thousands) | 2021 | 2020 | |||||||||
| Funds from operations | |||||||||||
| Net income attributable to common shareholders | $ | 31,347 | $ | 43,284 | |||||||
| Real estate depreciation and amortization | 90,707 | 89,511 | |||||||||
| Adjustments for unconsolidated joint ventures | 2,599 | 2,242 | |||||||||
| Income allocated to non-controlling interests | 1,126 | 1,282 | |||||||||
| Funds from operations | $ | 125,779 | $ | 136,319 | |||||||
| Less: recurring capitalized expenditures | (12,680) | (14,825) | |||||||||
| Adjusted funds from operations | $ | 113,099 | $ | 121,494 | |||||||
| Weighted average shares – basic | 99,547 | 99,298 | |||||||||
| Incremental shares issuable from assumed conversion of: | |||||||||||
| Common share options and awards granted | 74 | 82 | |||||||||
| Common units | 1,720 | 1,748 | |||||||||
| Weighted average shares – diluted | 101,341 | 101,128 | |||||||||
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;
•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 6.2 and 7.8 for the three months ended March 31, 2021 and 2020, respectively. 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 March 31, 2021 and 2020. Our weighted average maturity of debt was approximately 8.2 years at March 31, 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
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under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our 2020 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, 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 three months ended March 31, 2021 and 2020:
Net cash from operating activities was approximately $88.5 million during the three months ended March 31, 2021 as compared to approximately $110.6 million for the same period in 2020. The decrease was primarily due to timing of and higher real estate tax payments in 2021 as compared to 2020. The decrease was also due to the continued pandemic-related impact on our property revenues and property expenses, as well as the timing of payments to vendors in 2021 as compared to 2020.
Net cash used in investing activities during the three months ended March 31, 2021 totaled approximately $92.1 million as compared to $113.7 million during the same period in 2020. Cash outflows during the three months ended March 31, 2021 primarily related to amounts paid for property development and capital improvements of approximately $90.3 million, and increases in non-real estate assets of $1.3 million. Cash outflows during the three months ended March 31, 2020 primarily related to amounts paid for property development and capital improvements of approximately $109.6 million and increases in non-real estate assets of $3.0 million. The decrease in property development and capital improvements for the three months ended March 31, 2021, as compared to the same period in 2020, was primarily due to the acquisition of one development property during the three months ended March 31, 2020, the timing and completion of two consolidated operating properties during 2020, and the completion of repositions and redevelopments at several of our operating properties. The property development and capital improvements during the three months ended March 31, 2021 and 2020, included the following:
| Three Months Ended March 31, | ||||||||||||||
| (in millions) | 2021 | 2020 | ||||||||||||
| Expenditures for new development, including land | $ | 55.4 | $ | 64.8 | ||||||||||
| Capital expenditures | 17.8 | 17.2 | ||||||||||||
| Reposition expenditures | 8.7 | 13.3 | ||||||||||||
| Capitalized interest, real estate taxes, and other capitalized indirect costs | 8.4 | 8.2 | ||||||||||||
| Redevelopment expenditures | — | 6.1 | ||||||||||||
| Total | $ | 90.3 | $ | 109.6 | ||||||||||
Net cash used in financing activities totaled approximately $83.4 million for the three months ended March 31, 2021 as compared to net cash from financing activities of $2.2 million during the same period in 2020. Cash outflows during the three months ended March 31, 2021 primarily related to $84.1 million used for the distributions to common shareholders and non-controlling interest holders. Cash inflows during the three months ended March 31, 2020 primarily related to net proceeds of approximately $82.0 million of borrowings from our unsecured line of credit. These cash inflows during 2020 were partially offset by $81.0 million used for the distributions to common shareholders and non-controlling interest holders.
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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 the 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 March 31, 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 March 31, 2021, we had no borrowings outstanding on our credit facility and we had outstanding letters of credit totaling approximately $12.2 million, leaving approximately $887.8 million available under our credit facility.
In June 2020, we created the 2020 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 $362.7 million 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 2020 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. There were no shares sold under the 2020 ATM program in the quarter ended March 31, 2021 and no shares have been sold through the date of this filing. As of the date of this filing, we had common shares having an aggregate offering price of up to $362.7 million remaining available for sale under the 2020 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.
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. As of the date of this filing, we do not have any debt maturing until September 2022. 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 eight properties to be approximately $357.9 million. Of this amount, we expect to incur costs between approximately $185 million and $200 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 $60 million and $64 million related to repositions and revenue enhancing expenditures, between approximately $22 million and $28 million related to the start of new development activities, and between approximately $57 million to $60 million related to additional recurring capital expenditures. The pandemic and efforts to curb its spread may adversely affect, among other matters, the timely completion and final project costs of some or all of our projects under development if, for example, we are required to temporarily cease construction, experience delays in obtaining governmental permits and authorizations, or experience disruption in the supply of or increases in the costs of materials or labor.
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 2020 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
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paying income taxes, our general policy is to distribute at least 100% of our taxable income. In February 2021, our Board of Trust Managers declared a quarterly dividend of $0.83 per common share to our common shareholders of record as of March 31, 2021. The quarterly dividend was subsequently paid on April 16, 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 March 31, 2021, our unconsolidated joint ventures had outstanding debt of approximately $512.5 million. As of March 31, 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 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 March 31, 2021.
Item 3. Defaults Upon Senior Securities
None
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Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
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Item 6. Exhibits
| (a) Exhibits | ||||||||
| Agreement, dated as of March 8, 2021 among William F. Paulsen, the 2014 Amended and Restated William B. McGuire Jr. Revocable Trust, 2012 DE CPT LLC, WBM CPT 2020 LLC, David F. Tufaro, Camden Property Trust, Camden Summit, Inc. and Camden Summit Partnership, L.P. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Camden Property Trust filed on March 11, 2021 (File No. 001-12110)) | ||||||||
*31.1 | Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated April 30, 2021 | |||||||
*31.2 | Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated April 30, 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 | April 30, 2021 | |||||||
| Michael P. Gallagher | Date | |||||||
| Senior Vice President – Chief Accounting Officer | ||||||||
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