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Watchlist
Account
Camden Property Trust
CPT
#1822
Rank
$11.56 B
Marketcap
๐บ๐ธ
United States
Country
$108.53
Share price
0.98%
Change (1 day)
-7.21%
Change (1 year)
๐ Real estate
๐ฐ Investment
๐๏ธ REITs
Categories
Market cap
Revenue
Earnings
Price history
P/E ratio
P/S ratio
Annual Reports (10-K)
More
Price history
P/E ratio
P/S ratio
P/B ratio
Operating margin
EPS
Dividends
Dividend yield
Shares outstanding
Fails to deliver
Cost to borrow
Total assets
Total liabilities
Total debt
Cash on Hand
Net Assets
Camden Property Trust
Annual Reports (10-K)
Submitted on 2021-02-18
Camden Property Trust - 10-K annual report
Text size:
Small
Medium
Large
December 31, 2020
Yes
0000906345
December 31, 2020
false
2020
FY
December 31
Large Accelerated Filer
97,562,909
8,830,473,560
91.22
0.01
0.01
175,000
175,000
109,110
109,110
106,860
106,878
9,442
9,636
—
8
2
3.08
3,599
—
8
3.20
—
—
—
3.32
5
35
3
20
underlying lease term
99
99
1/1/2034
1/1/2037
three
three
1.15
2.70
4.78
3.15
3.15
12/15/2022
5.07
5.07
6/15/2023
4.36
4.36
1/15/2024
3.68
3.68
9/15/2024
3.74
3.74
10/15/2028
3.67
3.67
7/1/2029
3.41
3.41
11/1/2049
4.38
2.7
1.4
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2020
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)
Texas
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)
Registrant’s telephone number, including area code:
(713)
354-2500
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
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
ý
No
¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
¨
No
ý
Indicate by check mark whether 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 such files).
Yes
ý
No
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☒
Indicate by check mark whether the registrant is a shell company (as defined in the Rule 12b-2 of the Act). Yes
☐
No
ý
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $
8,830,473,560
based on a June 30, 2020 share price of $
91.22
.
On February 11, 2021,
97,562,909
common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 13, 2021 are incorporated by reference in Part III.
Table of Contents
TABLE OF CONTENTS
Page
PART I
Item 1.
Business
1
Item 1A.
Risk Factors
3
Item 1B.
Unresolved Staff Comments
10
Item 2.
Properties
10
Item 3.
Legal Proceedings
15
Item 4.
Mine Safety Disclosures
15
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
16
Item 6.
Reserved
17
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
35
Item 8.
Financial Statements and Supplementary Data
35
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
35
Item 9A.
Controls and Procedures
35
Item 9B.
Other Information
38
PART III
Item 10.
Directors, Executive Officers, and Corporate Governance
38
Item 11.
Executive Compensation
38
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
38
Item 13.
Certain Relationships and Related Transactions, and Director Independence
38
Item 14.
Principal Accounting Fees and Services
38
PART IV
Item 15.
Exhibits and Financial Statement Schedules
38
Item 16.
Summary
43
SIGNATURES
44
ii
Table of Contents
PART I
Item 1. Business
General
Formed on May 25, 1993, Camden Property Trust, a Texas real estate investment trust (“REIT”), and all its consolidated subsidiaries are primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Unless the context requires otherwise, “we,” “our,” “us,” and the “Company” refer to Camden Property Trust and its consolidated subsidiaries. Our multifamily apartment communities are referred to as “communities,” “multifamily communities,” “properties,” or “multifamily properties” in the following discussion.
Our website is located at www.camdenliving.com. We make available free of charge through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to such reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the “SEC”). We also make available, free of charge on our website, our Guidelines on Governance, Code of Business Conduct and Ethics, Code of Ethical Conduct for Senior Financial Officers, and the charters of each of our Audit, Compensation, and Nominating and Corporate Governance Committees. Copies are also available, without charge, from Investor Relations, 11 Greenway Plaza, Suite 2400, Houston, Texas 77046. References to our website in this report are provided as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through our website, and therefore such information should not be considered part of this report.
Our annual, quarterly, and current reports, proxy statements, and other information are electronically filed with the SEC. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC.
Narrative Description of Business
As of December 31, 2020, we owned interests in, operated, or were developing 174 multifamily properties comprised of 59,104 apartment homes across the United States. Of the 174 properties, seven properties were under construction and will consist of a total of 2,254 apartment homes when completed. We also own land holdings which we may develop into multifamily communities in the future.
Operating and Business Strategy
We believe producing consistent earnings growth through property operations, development and acquisitions, achieving market balance, and recycling capital are crucial factors to our success. We rely heavily on our sophisticated property management capabilities and innovative operating strategies to help us maximize the earnings potential of our communities.
Real Estate Investments and Market Balance.
We believe we are well positioned in our current markets and have the expertise to take advantage of new opportunities as they arise. These capabilities, combined with what we believe is a conservative financial structure, should allow us to concentrate our growth efforts toward selective opportunities to enhance our strategy of having a geographically diverse portfolio of assets which meet the requirements of our residents.
We continue to operate in our core markets which we believe provides an advantage due to economies of scale. We believe, where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing multiple properties in the same market. However, consistent with our goal of generating sustained earnings growth, we intend to selectively dispose of properties and redeploy capital for various strategic reasons, including if we determine a property cannot meet our long-term earnings growth expectations.
We try to maximize capital appreciation of our properties by investing in markets characterized by conditions favorable to multifamily property appreciation. These markets generally feature the following:
•
Strong economic growth leading to household formation and job growth, which in turn should support higher demand for our apartments; and
•
An attractive quality of life, which may lead to higher demand and retention for our apartments and allow us to more readily increase rents.
Subject to market conditions, we intend to continue to seek opportunities to develop new communities, and to redevelop, reposition and acquire existing communities. We also intend to evaluate our operating property and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities arise.
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We expect to maintain a strong balance sheet and preserve our financial flexibility by continuing to focus on our core fundamentals which currently 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 at-the-market ("ATM") share offering programs, other unsecured borrowings, or secured mortgages.
Sophisticated Property Management
. We believe the depth of our organization enables us to deliver quality services, promote resident satisfaction, and retain residents, thereby increasing our operating revenues and reducing our operating expenses. We manage our properties utilizing a staff of professionals and support personnel, including certified property managers, experienced apartment managers and leasing agents, and trained apartment maintenance technicians. Our on-site personnel are trained to deliver high-quality services to our residents, and we strive to motivate our on-site employees through incentive compensation arrangements based upon property operational results, rental rate increases, occupancy levels, and level of new leases and lease renewals achieved.
Operations.
We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth. Ensuring resident satisfaction, increasing rents as market conditions allow, maximizing rent collections (subject to restrictions of applicable law), maintaining property occupancy at optimal levels, and controlling operating costs comprise our principal strategies to maximize property financial results. We believe our web-based property management and revenue management systems strengthen on-site operations and allow us to quickly adjust rental rates as local market conditions change. Lease terms are generally staggered based on vacancy exposure by apartment type such that lease expirations are matched to each property's seasonal rental patterns. We generally offer average lease terms of approximately fourteen months with individual property marketing plans structured to respond to local market conditions. In addition, we conduct ongoing customer service surveys to help ensure timely response to residents' changing needs and a high level of satisfaction.
Investments in Joint Ventures.
We have entered into, and may continue in the future to enter into, joint ventures or partnerships, including limited liability companies, through which we own an indirect economic interest in less than 100% of the community or land owned by the joint venture or partnership. We account for three investment funds (collectively, the "Funds") utilizing the equity method of accounting. As of December 31, 2020, we had two discretionary investment funds, which are closed to future investments, and a third fund which we formed in March 2015 and, as amended, may be utilized for future multifamily investments of up to $360 million. See Note 8, “Investments in Joint Ventures,” and Note 14, “Commitments and Contingencies,” in the notes to the Consolidated Financial Statements for further discussion of our investments in joint ventures.
Competition
There are numerous housing alternatives which compete with our communities in attracting residents. Our properties compete directly with other multifamily properties as well as condominiums, single-family homes, third-party providers of short-term rentals and serviced apartments, which are available for rent or purchase in the markets in which our communities are located. This competitive environment could have a material adverse effect on our ability to lease apartment homes or on the rents realized at our present properties or any newly developed or acquired property.
Human Capital Management
Purpose and Culture.
We strive to differentiate ourselves by our culture and talent. How we manage our human capital is critical to how we deliver on our strategy and create sustained growth and value for our shareholders. Our purpose is to improve the lives of our team members, customers and shareholders, one experience at a time. We recognize a great culture is foundational to the success of this vision. Key components in managing our human capital are listed below.
Camden's Values.
We care deeply about our employees, our residents, and the local communities in which we live, work, and play. We are committed to maintaining a high-trust work environment that attracts, retains, and rewards the best and
brightest people. We believe our workplace reflects Camden’s nine core values: Customer Focused; People Driven; Team Players; Lead by Example; Results Oriented; Work Smart; Always Do the Right Thing; Act with Integrity; and Have Fun.
We believe these values cultivate an environment of respect, fairness, diversity, and fun for all.
A Great Place to Work.
In addition to our core values, we are committed to creating a great working environment which fosters the well-being, health and happiness of all associates. We believe our team members are given meaningful opportunities to provide feedback and effect change. We are proud of our culture and the recognition we have received as a great place to work, including being named on the list as one of the 100 Best Companies to Work For® by FORTUNE magazine for 13 consecutive years, most recently ranking #18.
2
Table of Contents
Compensation and Benefits.
We provide high-quality health benefits and compensation to competitively compensate all employees for their contributions to Camden. We are passionate about promoting a healthy lifestyle at Camden and are proud to offer valuable and inclusive benefits. We have formal programs intended to positively impact team members such as healthcare, rent discounts, education allowances, and scholarships for children of our employees.
Training and Development.
Our mission, vision and values are also incorporated into our employee training and development programs.
One of our most cherished mantras is “Never Stop Learning.” We encourage team members to discover their strengths and cultivate new interests. We offer tuition assistance to team members working to earn industry designations from various organizations. We also support team members who continue their education at an accredited educational institution through our Education Assistance Program. In addition to these programs, we also help employees improve their personal and professional lives through training, coaching and mentoring. CamdenU, our in-house learning center, is available to all employees and offers over 8,000 courses in subjects such as leadership, management, fair housing and compliance, and health and safety training. In addition to formal training, Camden’s mentoring program supports its newest employees by pairing them with an experienced employee to facilitate their on-boarding process and immerse them in Camden’s culture.
Diversity, Equity, and Inclusion.
We believe a great workplace fosters an environment where all employees can thrive and grow, and where differences are both encouraged and celebrated. Each Camden team member brings unique skills, experiences and perspectives to Camden, and we continue to promote and encourage diversity, equity and inclusion throughout our organization. Our commitment is to promote a diverse organization which is reflective of our residents and communities. We believe these efforts are socially responsible, foundational to Camden’s success, and essential to delivering on our purpose to improve the lives of our team members, customers and shareholders, one experience at a time.
At December 31, 2020, we had approximately 1,700 employees, including executive, administrative, and community personnel. Camden embraces all team members as full and valued members of the organization. Together we innovate and collaborate with the goal of delivering consistently strong business results. Our continued commitment to furthering diversity, equity, and inclusion initiatives has resulted in our workforce at Camden reflecting a broad base of talent, with true diversity amongst our team members in aspects of gender, generation, and ethnicity.
Qualification as a Real Estate Investment Trust
As of December 31, 2020, we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, with the exception of our taxable REIT subsidiaries, we will not be subject to federal income tax to the extent we continue to meet certain requirements of the Code.
Item 1A. Risk Factors
In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating our business. Our business, financial condition, or results of operations could be materially adversely affected by any of these risks.
Risks Associated with Capital Markets, Credit Markets, and Real Estate
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.
The capital and credit markets are subject to volatility and disruption. We therefore may not be able to obtain new debt financing or refinance our existing debt on favorable terms or at all, which would adversely affect our liquidity, our ability to make distributions to shareholders, acquire assets and continue our development activities. Other weakened economic conditions, including job losses, high unemployment levels, stock market volatility, and uncertainty about the future, could adversely affect rental rates and occupancy levels. Unfavorable changes in economic conditions may have a material adverse impact on our cash flows and operating results.
Additional key economic risks which may adversely affect conditions in the markets in which we operate include the following:
•
risks associated with the COVID-19 pandemic, as discussed below;
•
local conditions, such as an oversupply of apartments or other housing available for rent, or a reduction in demand for apartments in the area;
•
declines in the financial condition of our residents, which may make it more difficult for us to collect rents from some residents;
3
Table of Contents
•
declines in market rental rates;
•
low mortgage interest rates and home pricing, making alternative housing more affordable;
•
government or builder incentives which enable home buyers to put little or no money down, making alternative housing options more attractive;
•
regional economic downturns, including, but not limited to, business layoffs, downsizing and increased unemployment, which may impact one or more of our geographical markets; and
•
increased operating costs, if these costs cannot be passed through to our residents.
Short-term leases expose us to the effects of declining market rents.
Our apartment leases are generally for a term of fourteen months or less. As these leases typically permit the residents to leave at the end of the lease term without penalty, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.
Competition could limit our ability to lease apartments or increase or maintain rental income.
There are numerous housing alternatives which compete with our properties in attracting residents. Our properties compete directly with other multifamily properties, condominiums, single-family homes, third-party providers of short-term rentals and serviced apartments, which are available for rent or purchase in the markets in which our properties are located. This competitive environment could have a material adverse effect on our ability to lease apartment homes at our present properties or any newly developed or acquired property, as well as on the rents realized.
We face risks associated with land holdings and related activities.
We hold land for future development and may in the future acquire additional land holdings. The risks inherent in purchasing, owning, and developing land increase as demand for apartments, or rental rates, decrease. Real estate markets are highly uncertain and, as a result, the value of undeveloped land may fluctuate significantly. In addition, carrying costs can be significant and can result in losses or reduced profitability. As a result, we hold certain land, and may in the future acquire additional land, in our development pipeline at a cost we may not be able to fully recover or at a cost which may preclude us from developing a profitable multifamily community. If there are subsequent changes in the fair market value of our land holdings which is less than the carrying basis of our land holdings reflected in our financial statements plus estimated costs to sell, we may be required to take future impairment charges which would reduce our net income.
Risks Associated with Our Operations
The ongoing COVID-19 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.
In December 2019, COVID-19 was first reported in Wuhan, China, and in March 2020, the World Health Organization declared COVID-19 a pandemic.
The COVID-19 pandemic has negatively impacted the global economy, disrupted financial markets and international trade, and resulted in increased unemployment levels, all of which negatively impacted the multifamily industry and the Company’s business.
The outbreak has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders.
The impact of the COVID-19 pandemic and measures to prevent its spread
has negatively impacted and could continue to
negatively impact our businesses in a number of ways, including our residents’ ability or willingness to pay rents and the demand for multifamily communities within the markets we operate.
In some cases, we have and may continue to restructure residents’ rent obligations, which may be on terms not as favorable to us as those currently in place. In the event of resident nonpayment, default, or bankruptcy, we may incur costs in protecting our investment and re-leasing our property. Additionally, local and national authorities may continue to expand and extend certain measures imposing restrictions on our ability to enforce contractual rental obligations upon our residents and tenants.
The restrictions inhibiting our employees’ ability to meet with existing and potential residents has disrupted and could in the future further disrupt our ability to lease apartments which has adversely impacted and could continue to adversely impact our rental rate and occupancy levels.
For the safety of our employees as a result of COVID-19, we have also directed most of our personnel to work remotely and we have generally restricted on-site staff to only those personnel who perform essential activities which must be completed on-site. Our increased reliance on personnel working remotely pose challenges for our employees and our IT systems and extended periods of remote work arrangements could strain our business continuity plans, introduce operational risk, including cybersecurity and IT systems management risks, any of which could adversely impact our business operations.
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The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide. We cannot assure you conditions will not continue to deteriorate as a result of the pandemic. In addition, the deterioration of economic conditions as a result of the pandemic may ultimately further decrease occupancy levels and market rents across our portfolio as residents reduce or defer their spending.
The situation surrounding the COVID-19 pandemic continues to evolve and the potential for a material adverse impact on our operational and financial performance increases the longer the virus impacts activities in the United States and globally. For this reason, we are not able at this time to estimate to any degree of certainty the effect COVID-19 may have on our business, results of operations, financial condition, and cash flows, all of which will depend on future developments, including the duration of the outbreak, business and workforce disruptions, and the effectiveness of actions taken to contain and treat the disease
.
Moreover, many of the other risk factors described within this Form 10-K may be more likely to impact us as a result of the COVID-19 pandemic and the responses to curb its spread.
Development, redevelopment and construction risks could impact our profitability.
We intend to continue to develop, redevelop and construct multifamily apartment communities for our portfolio. In 2021, we expect to incur costs between approximately $220 million and $240 million related to the construction of seven consolidated projects. Additionally, during 2021, we expect to incur costs between approximately $65 million and $75 million related to the start of new development activities, between approximately $58 million and $62 million related to repositions and revenue enhancing expenditures of existing properties and between approximately $70 million and $74 million of additional recurring capital expenditures. Our development, redevelopment and construction activities may also be exposed to a number of risks which may delay timely completion, increase our construction costs and/or decrease our profitability, including the following:
•
"shelter in place," "stay at home," or similar orders adopted by state and local authorities in response to COVID-19, which may require us to temporarily cease construction and have other adverse effects;
•
inability to obtain, or delays in obtaining, necessary zoning, land-use, building, occupancy, and other required permits and authorizations;
•
disruptions in the supply of materials or labor, increased materials and labor costs, problems with contractors or subcontractors, or other costs including those costs due to errors and omissions which occur in the design or construction process;
•
inability to obtain financing with favorable terms;
•
inability to complete construction and lease-up of a community on schedule;
•
forecasted occupancy and rental rates may differ from the actual results; and
•
the incurrence of costs related to the abandonment of development opportunities which we have pursued and subsequently deemed unfeasible.
Our inability to successfully implement our development, redevelopment and construction strategy could adversely affect our results of operations and our ability to satisfy our financial obligations and pay distributions to shareholders.
One of our wholly-owned subsidiaries is engaged in the business of providing general contracting services under construction contracts entered into between it and third parties (which may include our nonconsolidated affiliates). The terms of those construction contracts generally require this subsidiary to estimate the time and costs to complete a project to calculate the cost plus margin for the project fee, but not to exceed a maximum amount, and to assume the risk when these estimates may be greater than anticipated. As a result, profitability on those contracts is dependent on the ability to accurately predict such factors. The time and costs necessary to complete a project may be affected by a variety of factors, including, but not limited to, those listed above, many of which are beyond this subsidiary’s control. In addition, the terms of those contracts generally require this subsidiary to warrant its work for a period of time during which it may be required to repair, replace, or rebuild non-conforming work. Further, trailing liabilities, based on various legal theories such as claims of negligent construction, may result from such projects, and these trailing liabilities may go on for a number of years depending on the length of the statute of repose in the applicable jurisdictions.
Investments through joint ventures and investment funds involve risks not present in investments in which we are the sole investor.
We have invested and may continue to invest as a joint venture partner in joint ventures. These investments involve risks including, but not limited to, the possibility the other joint venture partner may have business goals which are inconsistent with ours, possess the ability to take or force action or withhold consent contrary to our requests, or become insolvent and require us
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to assume and fulfill the joint venture’s financial obligations. We and our joint venture partners may each have the right to initiate a buy-sell arrangement, which could cause us to sell our interest, or acquire a joint venture partner’s interest, at a time when we otherwise would not have entered into such a transaction. Each joint venture agreement is individually negotiated, and our ability to operate, finance, or dispose of a community in our sole discretion may be limited to varying degrees depending on the terms of the applicable joint venture agreement. We account for three investment funds (collectively, the "Funds") utilizing the equity method of accounting. As of December 31, 2020, we had two discretionary investment funds, and in March 2015, we completed the formation of a third fund with an unaffiliated third party which has not owned any properties since its formation. The risks associated with our Funds, which we manage as the general partner and advisor, include, but are not limited to, the following:
•
one of our wholly-owned subsidiaries is the general partner of the Funds and has unlimited liability for the third-party debts, obligations, and liabilities of the Funds pursuant to partnership law;
•
investors in the Funds (other than us) may remove our subsidiary as the general partner of the Funds with or without cause and the Funds’ advisory boards, by a majority vote of their members, may remove our subsidiary as the general partner of the Funds at any time for cause;
•
while we have broad discretion to manage the Funds and make investment decisions on behalf of the Funds, the investors or the Funds' advisory boards must approve certain matters, and as a result we may be unable to make certain investments or implement certain decisions on behalf of the Funds which we consider beneficial;
•
our ability to dispose of all or a portion of our investments in the Funds is subject to significant restrictions; and
•
we may be liable if the Funds fail to comply with various tax or other regulatory matters.
Our acquisition strategy may not produce the cash flows expected.
We may acquire additional operating properties on a selective basis. Our acquisition activities are subject to a number of risks including, but not limited to, the following:
•
we may not be able to successfully integrate acquired properties into our existing operations;
•
our estimates of the costs, if any, of repositioning or redeveloping the acquired property may prove inaccurate;
•
the expected occupancy, rental rates and operating expenses may differ from the actual results;
•
we may not be able to obtain adequate financing; and
•
we may not be able to identify suitable candidates on terms acceptable to us and may not achieve expected returns or other benefits as a result of integration challenges, such as personnel and technology.
Changes in rent control or rent stabilization laws and regulations could adversely affect our operations and property values
.
Certain states and local municipalities have recently adopted rent control or rent stabilization laws and regulations, imposing restrictions on amounts of rent increases which may be charged. There are a number of additional states and local municipalities in which we operate also considering or being urged by advocacy groups to consider imposing rent control or rent stabilization laws and regulations. Such laws and regulations could limit our ability to increase rents, charge certain fees, evict residents, or recover increases in our operating expenses and could make it more difficult to dispose of properties in certain circumstances. The terms of laws and regulations recently enacted, future laws and regulations which may be enacted, as well as any lawsuits against us arising from such issues, could have a significant adverse impact on our results of operations and could reduce the value of our operating properties.
Failure to qualify as a REIT could have adverse consequences.
We may not continue to qualify as a REIT in the future and the Internal Revenue Service may challenge our qualification as a REIT for prior years. 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. This may also impair our ability to expand our business and raise capital which may adversely affect the value of our common shares.
We may face other tax liabilities in the future which may impact our cash flow. These potential tax liabilities may be calculated on our income or property values at either the corporate or individual property levels. Any additional tax expense incurred would decrease the cash available for cash distributions to our common shareholders and non-controlling interest holders. Additionally, in order for us to continue to qualify as a REIT we must meet a number of organizational and operational
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requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our adjusted taxable income.
Tax laws may continue to change at any time and any such legislative or other actions could have a negative effect on us.
Tax laws remain under constant review by persons involved in the legislative process, at the Internal Revenue Service, the U.S. Department of Treasury, and by various state and local tax authorities. Future changes in tax laws including administrative interpretations, enacted tax rates, or new pronouncements relating to accounting for income taxes could adversely affect us in a number of ways, including making it more difficult or more costly for us to qualify as a REIT.
A cybersecurity incident and other technology disruptions could negatively impact our business.
We use technology in substantially all aspects of our business operations, including internet and cloud-based systems and applications. We also use mobile devices, social networking, outside vendors and other online activities to connect with our employees, suppliers and residents. Such uses and the on-going advancement in technology give rise to potential cybersecurity risks with increasing sophistication, including but not limited to, security breach, espionage, system disruption, theft and inadvertent release of confidential information. Our business involves the storage and transmission of numerous classes of sensitive and confidential information and intellectual property, including residents' and suppliers' personal information, private information about employees, and financial and strategic information about us. Further, as we pursue our strategy to grow through acquisitions and developments and to pursue new initiatives to improve our operations, we are also expanding our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with our operations, we may become increasingly vulnerable to such risks and may be liable for the consequential litigation and remediation costs. Additionally, the measures we have implemented to prevent security breaches and cyber incidents may not be effective and there can be no complete assurance of prevention or anticipation of such incidents. The theft, destruction, loss, misappropriation, or release of sensitive data, confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of residents, potential liability and competitive disadvantage, any of which could result in a material adverse effect on our financial condition or results of operations.
Our third-party service providers are primarily responsible for the security of their own information technology environments and in certain instances we rely significantly on third-party service providers to supply and store our sensitive data in a secure manner. All of these third parties face potential risks relating to cybersecurity similar to ours which could disrupt their businesses and therefore adversely impact us. While we provide guidance and specific requirements in some cases, we do not directly control any of these parties' information technology security operations, or the amount of investment they place in guarding against cybersecurity threats. Accordingly, we are subject to any flaws in or breaches to their information technology systems or those which they operate for us which could have a material adverse effect on our financial condition or results of operations.
Risks Associated with Our Indebtedness and Financing
We have significant debt, which could have adverse consequences.
As of December 31, 2020, we had outstanding debt of approximately $3.2 billion. This indebtedness could have adverse consequences including but not limited to, the following:
•
our vulnerability to general adverse economic and industry conditions is increased; and
•
our flexibility in planning for, or reacting to, changes in business and industry conditions is limited.
Our unsecured credit facility and the indenture under which our unsecured debt was issued contain customary restrictions, requirements, and other limitations, as well as certain financial and operating covenants including maintenance of certain financial ratios. Maintaining compliance with these provisions could limit our financial flexibility. A default in these provisions, if uncured, could require us to repay the indebtedness before the scheduled maturity date which could adversely affect our liquidity and increase our financing costs.
Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders.
Substantially all of our income is derived from rental and other income from our multifamily communities. As a result, our performance depends in large part on our ability to collect rent from residents, which could be negatively affected by a number of factors including, but not limited to, the following:
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•
delay in resident lease commencements;
•
decline in occupancy;
•
failure of residents to make rental payments when due;
•
the attractiveness of our properties to residents and potential residents;
•
our ability to adequately manage and maintain our communities;
•
competition from other available apartments and housing alternatives;
•
changes in market rents;
•
increases in operating expenses; and
•
changes in governmental regulations such as eviction moratoriums, rent control, or stabilization laws regulating rental housing.
Cash flow could be insufficient to meet required payments of principal and interest with respect to debt financing. 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. This requirement limits the cash available to meet required principal payments on our debt.
Issuances of additional debt may adversely impact our financial condition.
Our capital requirements depend on numerous factors, including the rental and occupancy rates of our multifamily properties, minimum dividend requirements to our equity holders, development, redevelopment and other capital expenditures, costs of operations, and potential acquisitions. If our capital requirements vary materially from our plans, we may require additional financing earlier than anticipated. If we issue more debt, we could become more leveraged, resulting in increased risk of default on our obligations and an increase in our debt service requirements, both of which could adversely affect our financial condition and ability to access debt and equity capital markets in the future.
We may be unable to renew, repay, or refinance our outstanding debt.
We are subject to the risk our unsecured indebtedness will not be renewed, repaid, or refinanced when due or the terms of any renewal or refinancing will not be as favorable as the existing terms of such indebtedness. If we are unable to refinance our indebtedness on acceptable terms, or at all, we might be forced to dispose of one or more of the properties on disadvantageous terms, which might result in losses to us. Such losses could have a material adverse effect on us and our ability to pay amounts due on our debt and make distributions to our shareholders.
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
.
We have an unsecured credit facility and an unsecured term loan bearing interest at variable rates on all amounts drawn. We may incur mortgage debt or other additional variable rate debt in the future. Increases in interest rates would increase our interest expense, unless we make arrangements which hedge the risk of rising interest rates, and would increase the costs of refinancing existing debt and of issuing new debt. Accordingly, higher interest rates could adversely affect cash flow, net income, and cash available for payment of our debt obligations and distributions to shareholders.
An environment of rising interest rates could also lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our shares. One of the factors which may influence the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments.
Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets.
Moody’s, Fitch, and Standard & Poor's, the major debt rating agencies, routinely evaluate our debt and have given us ratings of A3 with stable outlook, A- with stable outlook, and A- with stable outlook, respectively, on our senior unsecured debt as of December 31, 2020. These ratings are based on a number of factors, which include their assessment of our financial strength, liquidity, capital structure, asset quality, and sustainability of cash flow and earnings. Due to changes in market conditions, we may not be able to maintain our current credit ratings, which could adversely affect our cost of funds and related margins, liquidity, and access to capital markets.
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We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined.
Our unsecured credit facility and unsecured term loan are indexed to the London Interbank Offered Rate ("LIBOR"). Many market participants anticipate that in the near future LIBOR will cease being a widely used benchmark interest rate and may cease being published altogether. To address the potential for LIBOR’s cessation, the Federal Reserve Board and the Federal Reserve Bank of New York (FRBNY), in coordination with multiple other regulators and large industry participants, convened the Alternative Reference Rates Committee (“ARRC”). The ARRC has identified the Secured Overnight Financing Rate (SOFR) as the preferred successor rate for LIBOR. We are closely monitoring the progress of the phase-out of LIBOR and incorporating relatively standardized fallback language into our LIBOR-indexed debt documents for transitioning to an alternative index (which is defined to be the index that becomes generally used by lenders and other market participants) and a spread adjustment mechanism to prevent lenders from receiving a lower rate upon transition. There is significant uncertainty with respect to how the phase-out will be implemented and what alternative index will be adopted, which will ultimately be determined by the market as a whole. It therefore remains uncertain how such changes will be implemented and the effects such changes would have on us and the financial markets generally. These changes may have a material adverse impact on the availability of financing and on our financing costs.
Risks Associated with Our Shares
Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders.
For us to maintain our qualification as a REIT, we must have 100 or more shareholders during the year and not more than 50% in value of our outstanding shares may be owned, directly or indirectly, by five or fewer individuals. As defined for federal income tax purposes, the term “individuals” includes a number of specified entities. To minimize the possibility of us failing to qualify as a REIT under this test, our declaration of trust includes restrictions on transfers of our shares and ownership limits. The ownership limits, as well as our ability to issue other classes of equity securities, may delay, defer, or prevent a change in control. These provisions may also deter tender offers for our common shares which may be attractive to you or limit your opportunity to receive a premium for your shares which might otherwise exist if a third party were attempting to effect a change in control transaction.
The form, timing and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations.
The form, timing and amount of dividend distributions will be declared at the discretion of our Board of Trust Managers and will depend on actual cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors as the Board of Trust Managers may consider relevant. The Board of Trust Managers may modify the form, timing and amount of dividends from time to time.
General Risk Factors
Competition could adversely affect our ability to acquire properties.
We expect other real estate investors will compete with us to acquire additional operating properties. This competition could increase prices for the type of properties we would likely pursue and adversely affect our ability to acquire these properties or achieve the expected profitability of such properties upon acquisition.
Litigation risks could affect our business.
As an owner, manager and developer of multifamily properties, we may incur liability based on various conditions at our properties and the buildings thereon, and we also have become and in the future may become involved in legal proceedings, including consumer, employment, tort or commercial litigation, which if decided adversely to or settled by us, and not adequately covered by insurance, could result in liability which is material to our financial condition or results of operations.
Damage from catastrophic weather and other natural events could result in losses.
A certain number of our properties are located in areas which have experienced and may in the future experience catastrophic weather and other natural events from time to time, including fires, snow or ice storms, windstorms, tornadoes, hurricanes, earthquakes, flooding or other severe weather, or other environmental events. These adverse weather or natural events could cause substantial damages or losses to our properties which could exceed our insurance coverage. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, anticipated future revenue from the property, and could also continue to be obligated to repay any mortgage indebtedness or other obligations related to the property. Any such loss could materially and adversely affect our business, financial condition and results of operations.
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Our share price will fluctuate.
The market price and trading volume of our common shares are subject to fluctuation due to general market conditions, the risks discussed in this report and other matters, including, but not limited to, the following:
•
operating results which vary from the expectations of securities analysts and investors;
•
investor interest in our property portfolio;
•
the reputation and performance of REITs;
•
the attractiveness of REITs as compared to other investment vehicles;
•
the results of our financial condition and operations;
•
the perception of our growth and earnings potential;
•
minimum dividend requirements;
•
increases in market interest rates, which may lead purchasers of our common shares to demand a higher yield; and
•
changes in financial markets and national and regional economic and general market conditions.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Properties
Our properties typically consist of mid-rise buildings or two and three story buildings in a landscaped setting, as well as high-rise buildings, and provide residents with a variety of amenities common to multifamily rental properties.
Operating Properties (including properties held through unconsolidated joint ventures)
The 167 operating properties in which we owned interests and operated at December 31, 2020 averaged 959 square feet of living area per apartment home. For the year ended December 31, 2020, no single operating property accounted for greater than 1.5% of our total revenues. Our stabilized operating properties had a weighted average occupancy rate of approximately 95% and 96% for the years ended December 31, 2020 and 2019, respectively, and an average monthly rental revenue per apartment home of $1,599 and $1,562 for the same periods, respectively. Our average resident lease terms are approximately fourteen months. At December 31, 2020, 150 of our operating properties had over 200 apartment homes, with the largest having 904 apartment homes. Our operating properties were constructed and placed in service as follows:
Year Placed in Service
Number of Operating Properties
2016-2020
20
2011-2015
23
2006-2010
35
2001-2005
31
1996-2000
42
Prior to 1996
16
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Property Table
The following table sets forth information with respect to our 167 operating properties at December 31, 2020:
OPERATING PROPERTIES
Property and Location
Year Placed
in Service
Average Apartment
Size (Sq. Ft.)
Number of
Apartments
2020 Average
Occupancy (1)
2020 Average
Monthly Rental
Rate per
Apartment (2)
ARIZONA
Phoenix/Scottsdale
Camden Chandler
2016
1,146
380
96.2
%
$
1,535
Camden Copper Square
2000
786
332
95.3
1,262
Camden Foothills
2014
1,032
220
95.9
1,754
Camden Legacy
1996
1,067
428
96.0
1,469
Camden Montierra
1999
1,071
249
96.1
1,477
Camden North End I (3)
2019
921
441
95.7
1,618
Camden Old Town Scottsdale
2016
892
316
95.5
1,760
Camden Pecos Ranch
2001
949
272
96.3
1,271
Camden San Marcos
1995
984
320
96.1
1,420
Camden San Paloma
1993/1994
1,042
324
95.6
1,425
Camden Sotelo
2008/2012
1,303
170
95.5
1,600
Camden Tempe (4)
2015
1,033
234
95.3
1,583
CALIFORNIA
Los Angeles/Orange County
Camden Crown Valley
2001
1,009
380
97.4
2,147
Camden Glendale
2015
893
307
93.7
2,447
Camden Harbor View (5)
2004
981
547
94.8
2,606
Camden Main and Jamboree
2008
1,011
290
95.4
2,164
Camden Martinique
1986
795
714
95.8
1,890
Camden Sea Palms
1990
891
138
96.8
2,171
The Camden
2016
767
287
93.0
3,070
San Diego/Inland Empire
Camden Landmark
2006
982
469
95.7
1,709
Camden Old Creek
2007
1,037
350
96.8
2,279
Camden Sierra at Otay Ranch
2003
962
422
94.9
2,120
Camden Tuscany
2003
895
160
94.1
2,654
Camden Vineyards
2002
1,053
264
96.9
1,848
COLORADO
Denver
Camden Belleview Station
2009
888
270
95.0
1,548
Camden Caley
2000
921
218
96.2
1,547
Camden Denver West
1997
1,015
320
96.0
1,852
Camden Flatirons
2015
960
424
95.6
1,700
Camden Highlands Ridge
1996
1,149
342
96.6
1,824
Camden Interlocken
1999
1,002
340
95.3
1,723
Camden Lakeway
1997
932
451
95.7
1,648
Camden Lincoln Station
2017
844
267
95.2
1,619
Camden RiNo (6)
2020
828
233
Lease-up
1,929
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OPERATING PROPERTIES
Property and Location
Year Placed
in Service
Average Apartment
Size (Sq. Ft.)
Number of
Apartments
2020 Average
Occupancy (1)
2020 Average
Monthly Rental
Rate per
Apartment (2)
WASHINGTON DC METRO
Camden Ashburn Farm
2000
1,062
162
96.8
%
$
1,767
Camden College Park
2008
942
508
96.6
1,655
Camden Dulles Station
2009
977
382
96.4
1,869
Camden Fair Lakes
1999
1,056
530
96.5
1,916
Camden Fairfax Corner
2006
934
489
96.3
2,000
Camden Fallsgrove
2004
996
268
96.4
1,856
Camden Grand Parc
2002
672
105
93.6
2,601
Camden Lansdowne
2002
1,006
690
97.2
1,735
Camden Largo Town Center
2000/2007
1,027
245
97.1
1,721
Camden Monument Place
2007
856
368
96.1
1,711
Camden NoMa
2014
769
321
95.5
2,267
Camden NoMa II
2017
759
405
95.2
2,361
Camden Potomac Yard (5)
2008
832
378
94.3
2,092
Camden Roosevelt
2003
856
198
93.7
2,941
Camden Russett
2000
992
426
97.2
1,556
Camden Shady Grove
2018
877
457
95.7
1,798
Camden Silo Creek
2004
975
284
97.4
1,724
Camden South Capitol (7)
2013
821
281
95.6
2,348
Camden Washingtonian
2018
870
365
96.2
1,791
FLORIDA
Southeast Florida
Camden Aventura
1995
1,108
379
95.3
1,982
Camden Boca Raton
2014
843
261
95.3
1,976
Camden Brickell (5)
2003
937
405
93.6
2,140
Camden Doral
1999
1,120
260
96.8
1,952
Camden Doral Villas
2000
1,253
232
96.7
2,112
Camden Las Olas (5)
2004
1,043
420
94.7
2,110
Camden Plantation
1997
1,201
502
96.9
1,721
Camden Portofino
1995
1,112
322
97.2
1,799
Orlando
Camden Hunter’s Creek
2000
1,075
270
96.0
1,478
Camden Lago Vista
2005
955
366
95.6
1,365
Camden LaVina
2012
969
420
96.1
1,378
Camden Lee Vista
2000
937
492
95.3
1,343
Camden North Quarter
2016
806
333
94.4
1,552
Camden Orange Court
2008
817
268
94.8
1,370
Camden Thornton Park
2016
920
299
87.9
1,781
Camden Town Square
2012
983
438
95.4
1,408
Camden Waterford Lakes (7)
2014
971
300
95.6
1,461
Camden World Gateway
2000
979
408
96.2
1,409
Tampa/St. Petersburg
Camden Bay
1997/2001
943
760
96.1
1,281
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OPERATING PROPERTIES
Property and Location
Year Placed
in Service
Average Apartment
Size (Sq. Ft.)
Number of
Apartments
2020 Average
Occupancy (1)
2020 Average
Monthly Rental
Rate per
Apartment (2)
Camden Montague
2012
972
192
97.1
%
$
1,362
Camden Pier District
2016
989
358
94.8
2,547
Camden Preserve
1996
942
276
94.5
1,492
Camden Royal Palms
2006
1,017
352
96.2
1,279
Camden Visconti (7)
2007
1,125
450
95.3
1,436
Camden Westchase Park
2012
992
348
97.1
1,470
GEORGIA
Atlanta
Camden Brookwood
2002
916
359
95.1
1,462
Camden Buckhead Square
2015
827
250
95.5
1,568
Camden Creekstone
2002
990
223
96.9
1,408
Camden Deerfield
2000
1,187
292
95.5
1,469
Camden Dunwoody
1997
1,007
324
96.4
1,392
Camden Fourth Ward
2014
844
276
96.6
1,749
Camden Midtown Atlanta
2001
935
296
96.4
1,551
Camden Paces
2015
1,408
379
95.1
2,643
Camden Peachtree City
2001
1,027
399
96.1
1,355
Camden Phipps (7)
1996
1,016
234
95.8
1,600
Camden Shiloh
1999/2002
1,143
232
96.2
1,343
Camden St. Clair
1997
999
336
96.5
1,396
Camden Stockbridge
2003
1,009
304
97.3
1,200
Camden Vantage
2010
901
592
94.2
1,480
NORTH CAROLINA
Charlotte
Camden Ballantyne
1998
1,048
400
95.4
1,303
Camden Cotton Mills
2002
905
180
94.5
1,502
Camden Dilworth
2006
857
145
92.2
1,497
Camden Fairview
1983
1,036
135
95.2
1,223
Camden Foxcroft
1979
940
156
95.2
1,100
Camden Foxcroft II
1985
874
100
96.7
1,222
Camden Gallery
2017
743
323
95.0
1,606
Camden Grandview
2000
1,059
266
96.7
1,713
Camden Grandview II (3)
2019
2,241
28
95.1
3,401
Camden Sedgebrook
1999
972
368
96.1
1,172
Camden South End
2003
878
299
95.4
1,502
Camden Southline (7)
2015
831
266
95.2
1,610
Camden Stonecrest
2001
1,098
306
95.7
1,358
Camden Touchstone
1986
899
132
97.2
1,117
Raleigh
Camden Asbury Village (7)
2009
1,009
350
96.2
1,281
Camden Carolinian (6)
2017
1,118
186
Lease-Up
2,338
Camden Crest
2001
1,014
438
96.9
1,109
Camden Governor’s Village
1999
1,046
242
97.3
1,165
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Table of Contents
OPERATING PROPERTIES
Property and Location
Year Placed
in Service
Average Apartment
Size (Sq. Ft.)
Number of
Apartments
2020 Average
Occupancy (1)
2020 Average
Monthly Rental
Rate per
Apartment (2)
Camden Lake Pine
1999
1,066
446
96.9
%
$
1,222
Camden Manor Park
2006
966
484
96.1
1,218
Camden Overlook
2001
1,061
320
95.6
1,317
Camden Reunion Park
2000/2004
972
420
95.4
1,108
Camden Westwood
1999
1,027
354
93.6
1,171
TEXAS
Austin
Camden Amber Oaks (7)
2009
862
348
96.9
1,159
Camden Amber Oaks II (7)
2012
910
244
95.8
1,228
Camden Brushy Creek (7)
2008
882
272
96.3
1,233
Camden Cedar Hills
2008
911
208
96.3
1,354
Camden Gaines Ranch
1997
955
390
96.8
1,501
Camden Huntingdon
1995
903
398
95.1
1,230
Camden La Frontera
2015
901
300
96.0
1,283
Camden Lamar Heights
2015
838
314
94.9
1,559
Camden Rainey Street
2016
873
326
92.0
2,106
Camden Shadow Brook (7)
2009
909
496
96.6
1,221
Camden Stoneleigh
2001
908
390
96.5
1,342
Dallas/Fort Worth
Camden Addison
1996
942
456
95.0
1,279
Camden Belmont
2010/2012
946
477
94.9
1,482
Camden Buckingham
1997
919
464
95.5
1,269
Camden Centreport
1997
912
268
96.4
1,235
Camden Cimarron
1992
772
286
95.9
1,265
Camden Design District (7)
2009
939
355
94.9
1,427
Camden Farmers Market
2001/2005
932
904
94.9
1,380
Camden Henderson
2012
966
106
96.2
1,551
Camden Legacy Creek
1995
831
240
96.8
1,330
Camden Legacy Park
1996
870
276
95.3
1,319
Camden Panther Creek (7)
2009
946
295
96.3
1,310
Camden Riverwalk (7)
2008
989
600
95.9
1,492
Camden Valley Park
1986
743
516
95.7
1,109
Camden Victory Park
2016
861
423
95.4
1,696
Houston
Camden City Centre
2007
932
379
93.4
1,504
Camden City Centre II
2013
869
268
92.5
1,496
Camden Cypress Creek I (7)
2009
993
310
95.0
1,347
Camden Cypress Creek II (6) (7)
2020
950
234
Lease-up
1,356
Camden Downs at Cinco Ranch (7)
2004
1,075
318
95.5
1,294
Camden Downtown I (6)
2020
1,052
271
Lease-Up
2,647
Camden Grand Harbor (7)
2008
959
300
95.8
1,206
Camden Greenway
1999
861
756
94.1
1,394
Camden Heights (7)
2004
927
352
93.7
1,536
14
Table of Contents
OPERATING PROPERTIES
Property and Location
Year Placed
in Service
Average Apartment
Size (Sq. Ft.)
Number of
Apartments
2020 Average
Occupancy (1)
2020 Average
Monthly Rental
Rate per
Apartment (2)
Camden Highland Village
2014/2015
1,175
552
86.3
%
$
2,297
Camden Holly Springs
1999
934
548
95.2
1,243
Camden McGowen Station
2018
1,004
315
90.7
2,025
Camden Midtown
1999
844
337
91.9
1,509
Camden Northpointe (7)
2008
940
384
95.9
1,163
Camden Oak Crest
2003
870
364
94.5
1,145
Camden Park
1995
866
288
95.7
1,116
Camden Plaza
2007
915
271
94.6
1,609
Camden Post Oak
2003
1,200
356
95.0
2,443
Camden Royal Oaks
2006
923
236
94.0
1,385
Camden Royal Oaks II
2012
1,054
104
97.1
1,620
Camden Spring Creek (7)
2004
1,080
304
94.8
1,242
Camden Stonebridge
1993
845
204
95.2
1,125
Camden Sugar Grove
1997
921
380
95.8
1,207
Camden Travis Street
2010
819
253
93.5
1,472
Camden Vanderbilt
1996/1997
863
894
90.4
1,404
Camden Whispering Oaks
2008
936
274
95.4
1,258
Camden Woodson Park (7)
2008
916
248
93.7
1,201
Camden Yorktown (7)
2008
995
306
94.0
1,188
(1)
Represents the average physical occupancy for the year except as noted.
(2)
The average monthly rental rate per apartment incorporates vacant units and resident concessions calculated on a straight-line basis over the life of the lease.
(3)
Development property stabilized during 2020 - the average occupancy was calculated from the date at which the occupancy exceeded 90% through December 31, 2020.
(4)
Property formerly known as Camden Hayden.
(5)
Property completed redevelopment as of December 31, 2020.
(6)
Property under lease-up at December 31, 2020.
(7)
Property owned through an unconsolidated joint venture in which we own a 31.3% interest. The remaining interest is owned by an unaffiliated third-party.
Item 3. Legal Proceedings
None.
Item 4. Mine Safety Disclosures
None.
15
Table of Contents
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Our common shares are traded on the New York Stock Exchange under the symbol "CPT." As of February 11, 2021, there were approximately 321 shareholders of record and 56,658 beneficial owners of our common shares.
In the first quarter of 2021, the Company's Board of Trust Managers declared a first quarter dividend of $0.83 per common share to our common shareholders of record as of March 31, 2021. Future dividend payments are paid at the discretion of the Board of Trust Managers and depend on cash flows generated from operations, the Company's financial condition and capital requirements, distribution requirements under the REIT provisions of the Code and other factors which may be deemed relevant by our Board of Trust Managers. Assuming similar dividend distributions for the remainder of 2021, our annualized dividend rate for 2021 would be $3.32.
The following graph assumes the investment of $100 on December 31, 2015 and quarterly reinvestment of dividends, including a special dividend of $4.25 paid in September 2016.
(Source: S&P Global Market Intelligence)
Index
2016
2017
2018
2019
2020
Camden Property Trust
$
119.23
$
135.11
$
133.74
$
166.11
$
162.29
FTSE NAREIT Equity
108.52
114.19
108.91
137.23
126.25
S&P 500
111.96
136.40
130.42
171.49
203.04
Russell 2000
121.31
139.08
123.76
155.35
186.36
16
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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 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 year ended December 31, 2020 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.
In May 2017, we created an at-the market ("ATM") share offering program through which we can, but have no obligation to, sell common shares having an aggregate offering price of up to $315.3 million (the "2017 ATM program"). During the year ended December 31, 2019, we issued approximately 0.2 million common shares under the 2017 ATM program for a total net consideration of approximately $24.8 million. We did not sell any shares under the 2017 ATM Program during the year ended December 31, 2018, or through the period in 2020 before it was terminated. We terminated the 2017 ATM program in the second quarter of 2020 concurrently with the establishment of the 2020 ATM program, with shares with an offering price of $287.7 million remaining available for sale. Upon termination, no further common shares were available for sale under the 2017 ATM program.
See Part III, Item 12, for a description of securities authorized for issuance under equity compensation plans.
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 under this program for the years ended December 31, 2019 or 2020 or through the date of this filing. During the year ended December 31, 2018, we repurchased 3,222 common shares for approximately $0.3 million. The remaining dollar value of our common equity securities authorized to be repurchased under this program was approximately $269.5 million as of the date of this filing.
Item 6. Reserved
N/A.
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Table of Contents
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and notes appearing elsewhere in this report. Historical results and trends which might appear in the consolidated financial statements should not be interpreted as being indicative of future operations.
Discussion of our year-to-date comparisons between 2020 and 2019 is presented below. Year-to-date comparisons between 2019 and 2018 can be found in "Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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 COVID-19 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 values;
•
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;
18
Table of Contents
•
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
.
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
We are primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Overall, 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 and retention of our apartments. As of December 31, 2020, we owned interests in, operated, or were developing 174 multifamily properties comprised of 59,104 apartment homes across the United States as detailed in the following Property Portfolio table. In addition, we own other land holdings which we may develop into multifamily apartment communities in the future.
Impact of the Coronavirus Pandemic (COVID-19) on our Business
COVID-19 has currently resulted in a widespread health crisis which has adversely affected international, national, and local economies and financial markets generally, and has had an unprecedented effect on many industries including the multifamily industry. The discussions below, including without limitation statements with respect to outlooks of future operating performance and liquidity, are subject to the future effects of COVID-19 and the responses to curb its spread, which continue to evolve. Accordingly, the full magnitude of the pandemic and its ultimate effect on our results of operations, cash flows, financial condition, and liquidity for future years, is uncertain at this time.
Additionally, our property revenues and expenses have been and will likely continue to be impacted by COVID-19. For the three months ended December 31, 2020, we collected approximately 98.6% of our same store scheduled rents and approximately 1.4% were delinquent. Our January collections are approximately 96.9% of our same store scheduled rents and approximately 3.1% are delinquent.
Consolidated Results
Net income attributable to common shareholders decreased approximately $95.7 million for the year ended December 31, 2020, as compared to the same period in 2019.
During the year ended December 31, 2020, we incurred a COVID-19 related impact of approximately $14.8 million comprised of $9.5 million related to the Resident Relief Funds which were established in April 2020. Of this amount, approximately $9.1 million was paid to residents at our wholly-owned communities and was recorded as a reduction to property revenues, and approximately $1.3 million of Resident Relief Funds paid to residents of the operating communities owned by our unconsolidated joint ventures, of which we recognized our ownership interest of $0.4 million in equity in income of joint ventures. Additionally, we incurred approximately $4.5 million of COVID-19 expenses at our operating properties, which included $2.8 million of bonuses paid to on-site employees who provided essential services during the pandemic and $1.7 million in other directly-related COVID-19 expenses. During the year ended December 31, 2020, we also incurred approximately $0.8 million related to the Employee Relief Fund we established to help our employees impacted by COVID-19, which was recorded within general and administrative expenses.
In addition to the COVID-19 related expenses discussed above, the decrease during the year ended December 31, 2020 was also primarily due to a decrease of $49.5 million related to gains from operating property dispositions in 2019, higher depreciation expense of approximately $30.9 million, and higher interest expense of approximately $10.8 million, as compared to the same period in 2019.
The decrease for the year ended December 31, 2020 was partially offset by the approximate $12.0
19
Table of Contents
million loss on early retirement of debt in the fourth quarter of 2019 as compared to the $0.2 million loss recognized in the fourth quarter of 2020. See further discussions of our 2020 operations as compared to 2019 in "Results of Operations."
Property Operations
Our results for the year ended December 31, 2020 reflect an increase in same store revenues of 1.1% as compared to 2019. These increases were primarily due to higher average rental rates which we believe was primarily attributable to our focus on high-growth markets, favorable demographics, a manageable supply of new multifamily housing, and in part many individuals choosing to rent versus buy. The increase during the year ended December 31, 2020 was partially offset by the impact of COVID-19.
Challenges within the multifamily industry surfaced during 2020 due to COVID-19. Factors adversely affecting demand for and rents received from our multifamily communities remained and continue to remain intense and pervasive across the United States. Overall weak consumer confidence, high unemployment, fears of a prolonged recession, and government-imposed moratoriums on our ability to collect rents and/or evict non-paying tenants, among other factors, have also persisted through the date of this filing. Based on our belief these conditions may continue, we could have a decline in property revenues during fiscal year 2021 and beyond.
Construction Activity
At December 31, 2020, we had a total of seven projects under construction to be comprised of 2,254 apartment homes. Initial occupancies of these seven projects are currently scheduled to occur within the next 27 months. We estimate the additional cost to complete the construction of the seven projects to be approximately $325.4 million. The COVID-19 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 in the costs of materials or labor.
Acquisitions
Land:
During the year ended December 31, 2020, we acquired approximately 4.1 acres of land in Durham, North Carolina for approximately $27.6 million for the future development of approximately 354 apartment homes, and approximately 4.9 acres of land in Raleigh, North Carolina for approximately $18.2 million for the future development of approximately 355 apartment homes.
Dispositions
Land:
During the year ended December 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 and recognized a gain of $0.4 million.
Other
•
In April 2020, we issued $750.0 million of 2.80%, senior unsecured notes due May 2030 at an effective annual interest rate of 2.91% under our then-existing shelf registration statement.
•
In May 2020, Camden's Chairman and CEO, and Executive Vice Chairman, each agreed to voluntarily reduce the amount of their respective annual bonus (cash or shares) which may be awarded in the future by $500,000. The aggregate $1.0 million compensation reduction served as a contribution to the Resident Relief Funds and to the Employee Relief Fund.
•
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 October 2020, we entered into a $40.0 million two-year unsecured floating rate term loan with an unrelated third party and used the net proceeds, together with cash on hand, to repay our $100.0 million unsecured term loan which was scheduled to mature in 2022.
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Table of Contents
Future Outlook
Subject to market conditions, we intend to continue to seek opportunities to develop new communities, and to redevelop, reposition and acquire existing communities. We also intend to evaluate our operating property and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities arise. We expect to maintain a strong balance sheet and preserve our financial flexibility by continuing to focus on our core fundamentals which currently 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 ATM programs, other unsecured borrowings, or secured mortgages.
As of December 31, 2020, we had approximately $420.4 million in cash and cash equivalents, and $888.0 million available under our $900.0 million unsecured credit facility. 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 our 2020 ATM program and do not have any debt maturing through the year ending 2021. Additionally, as of December 31, 2020 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 funding 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:
December 31, 2020
December 31, 2019
Apartment
Homes
Properties
Apartment
Homes
Properties
Operating Properties
Houston, Texas
9,806
28
9,301
26
Washington, D.C. Metro
6,862
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
2,632
8
Southeast Florida
2,781
8
2,781
8
Tampa, Florida
2,736
7
2,736
7
Los Angeles/Orange County, California
2,663
7
2,658
7
San Diego/Inland Empire, California
1,665
5
1,665
5
Total Operating Properties
56,850
167
56,107
164
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Table of Contents
December 31, 2020
December 31, 2019
Apartment
Homes
Properties
Apartment
Homes
Properties
Properties Under Construction
Phoenix, Arizona
740
2
343
1
Charlotte, North Carolina
387
1
—
—
Atlanta, Georgia
366
1
366
1
Orlando, Florida
360
1
360
1
Southeast Florida
269
1
269
1
Houston, Texas
—
—
505
2
Denver, Colorado
—
—
233
1
San Diego/Inland Empire, California
132
1
132
1
Total Properties Under Construction
2,254
7
2,208
8
Total Properties
59,104
174
58,315
172
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
51,857
152
51,068
150
(1)
Refer to Note 8, "Investments in Joint Ventures," in the notes to Consolidated Financial Statements for further discussion of our joint venture investments.
Stabilized Communities
We generally consider a property stabilized once it reaches 90% occupancy. During the year ended December 31, 2020, stabilization was achieved at two consolidated operating properties as follows:
Stabilized Property and Location
Number of
Apartment
Homes
Date of
Construction
Completion
Date of
Stabilization
Consolidated Operating Property
Camden Grandview II
Charlotte, NC
28
1Q19
1Q20
Camden North End I
Phoenix, AZ
441
1Q19
3Q20
Consolidated total
469
Completed Construction in Lease-Up
At December 31, 2020, we had two consolidated completed operating properties and one of our unconsolidated joint ventures had one completed operating property in lease-up as follows:
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($ in millions)
Property and Location
Number of
Apartment
Homes
Cost
Incurred
(1)
% Leased at 2/3/2021
Date of Construction Completion
Estimated Date of Stabilization
Consolidated Operating Properties
Camden Downtown I
Houston, TX
271
$
131.2
59
%
3Q20
4Q21
Camden RiNo
Denver, CO
233
78.9
70
4Q20
2Q21
Consolidated total
504
$
210.1
Unconsolidated Operating Property
Camden Cypress Creek II
(2)
Cypress, TX
234
$
32.2
51
%
4Q20
4Q21
(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 consolidated balance sheet at December 31, 2020 included approximately $564.2 million related to properties under development and land. Of this amount, approximately $444.6 million related to our projects currently under construction. In addition, we had approximately $119.6 million primarily invested in land held for future development related to projects we currently expect to begin construction.
Communities Under Construction.
At December 31, 2020, we had seven consolidated properties in various stages of construction as follows:
($ 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
Consolidated Communities Under Construction
Camden North End II
(2)
Phoenix, AZ
343
$
90.0
$
70.4
$
50.4
1Q22
3Q22
Camden Lake Eola
Orlando, FL
360
125.0
116.6
116.6
2Q21
2Q22
Camden Buckhead
Atlanta, GA
366
160.0
116.6
116.6
1Q22
3Q22
Camden Hillcrest
San Diego, CA
132
95.0
64.3
64.3
4Q21
3Q22
Camden Atlantic
Plantation, FL
269
100.0
38.3
38.3
4Q22
4Q23
Camden Tempe II
Tempe, AZ
397
115.0
30.7
30.7
3Q23
1Q25
Camden NoDa
Charlotte, NC
387
105.0
27.7
27.7
3Q23
1Q25
Consolidated total
2,254
$
790.0
$
464.6
$
444.6
(1)
The COVID-19 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 26% leased at February 3, 2021.
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Development Pipeline Communities
. At December 31, 2020, we had the following consolidated communities undergoing development activities:
($ in millions)
Property and Location
Projected
Homes
Total Estimated
Cost
(1)
Cost to Date
Camden Durham
354
$
120.0
$
28.4
Durham, NC
Camden Arts District
354
150.0
33.0
Los Angeles, CA
Camden Cameron Village
355
115.0
20.8
Raleigh, NC
Camden Paces III
350
100.0
16.8
Atlanta, GA
Camden Downtown II
271
145.0
12.1
Houston, TX
Camden Highland Village II
300
100.0
8.5
Houston, TX
Total
1,984
$
730.0
$
119.6
(1)
Represents our estimate of total costs we expect to incur on these projects. However, forward-looking statements 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 forecasted, and estimates routinely require adjustment.
Geographic Diversification
At December 31, 2020 and 2019, our real estate assets by various markets, excluding depreciation and investments in joint ventures, were as follows:
($ in thousands)
2020
2019
Washington, D.C. Metro
$
1,592,592
16.7
%
$
1,574,746
17.3
%
Houston, Texas
1,154,915
12.1
1,126,255
12.3
Atlanta, Georgia
833,172
8.7
755,323
8.3
Los Angeles/Orange County, California
778,179
8.1
755,976
8.3
Phoenix, Arizona
764,054
8.0
708,681
7.7
Southeast Florida
656,999
6.9
625,468
6.9
Orlando, Florida
646,936
6.8
596,007
6.5
Denver, Colorado
565,284
5.9
543,234
6.0
Dallas, Texas
529,726
5.5
519,833
5.7
Charlotte, North Carolina
451,442
4.7
429,640
4.7
Raleigh, North Carolina
427,756
4.5
371,827
4.1
San Diego/Inland Empire, California
420,538
4.4
392,158
4.3
Tampa, Florida
373,326
3.9
362,334
4.0
Austin, Texas
358,258
3.8
354,311
3.9
Total
$
9,553,177
100.0
%
$
9,115,793
100.0
%
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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. Where appropriate, comparisons of income and expense for communities included in continuing operations are made on a dollars-per-weighted average apartment home basis in order to adjust for such changes in the number of apartment homes owned during each period. Selected weighted averages for the years ended December 31 are as follows:
2020
2019
Average monthly property revenue per apartment home
(1)
$
1,771
$
1,765
Annualized total property expenses per apartment home
(2)
$
8,037
$
7,546
Weighted average number of operating apartment homes owned 100%
49,128
48,549
Weighted average occupancy of operating apartment homes owned 100%
95.3
%
96.0
%
(1)
Average monthly property revenue per apartment home for the year ended December 31, 2020, includes approximately $9.1 million of Resident Relief Funds paid to residents at our wholly-owned communities who have experienced financial losses caused by COVID-19 and was recorded as a reduction to property revenues.
(2)
Annualized total property expenses per apartment home includes approximately $4.5 million of directly-related COVID-19 expenses incurred at our operating properties for the year ended December 31, 2020.
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 total property income 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, should not be considered an alternative to net cash from operating activities as a measure of liquidity, and should not be considered an indication of cash available to fund cash needs. Additionally, NOI as disclosed by other REITs may not be comparable to our calculation.
Reconciliations of net income to NOI for the year ended December 31, 2020 and 2019 are as follows:
(in thousands)
2020
2019
Net income
$128,579
$224,270
Less: Fee and asset management income
(10,800)
(8,696)
Less: Interest and other income
(2,949)
(3,090)
Less: Income on deferred compensation plans
(12,045)
(21,694)
Plus: Property management expense
24,201
25,290
Plus: Fee and asset management expense
3,954
5,759
Plus: General and administrative expense
53,624
53,201
Plus: Interest expense
91,526
80,706
Plus: Depreciation and amortization expense
367,162
336,274
Plus: Expense on deferred compensation plans
12,045
21,694
Plus: Loss on early retirement of debt
176
11,995
Less: Gain on sale of operating properties, including land
(382)
(49,901)
Less: Equity in income of joint ventures
(8,052)
(14,783)
Plus: Income tax expense
1,972
1,089
Net operating income
$
649,011
$
662,114
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Property-Level NOI
(1)(2)
Property NOI, as reconciled above, is detailed further into the categories below for the year ended December 31, 2020 as compared to 2019:
Apartment
Homes at
Year Ended
December 31,
Change
($ in thousands)
12/31/2020
2020
2019
$
%
Property revenues:
Same store communities
43,710
$
914,254
$
904,400
$
9,854
1.1
%
Non-same store communities
5,389
132,881
105,289
27,592
26.2
Development and lease-up communities
2,758
2,341
2
2,339
*
Resident Relief Funds
—
(9,074)
—
(9,074)
*
Dispositions/other
—
3,435
18,770
(15,335)
(81.7)
Total property revenues
51,857
$
1,043,837
$
1,028,461
$
15,376
1.5
%
Property expenses:
Same store communities
43,710
$
332,623
$
320,344
$
12,279
3.8
%
Non-same store communities
5,389
51,051
38,709
12,342
31.9
Development and lease-up communities
2,758
3,065
—
3,065
*
COVID-19 expenses
—
4,540
—
4,540
*
Dispositions/other
—
3,547
7,294
(3,747)
(51.4)
Total property expenses
51,857
$
394,826
$
366,347
$
28,479
7.8
%
Property NOI:
Same store communities
43,710
$
581,631
$
584,056
$
(2,425)
(0.4)
%
Non-same store communities
5,389
81,830
66,580
15,250
22.9
Development and lease-up communities
2,758
(724)
2
(726)
*
COVID-19 Related Impact
—
(13,614)
—
(13,614)
*
Dispositions/other
—
(112)
11,476
(11,588)
(101.0)
Total property NOI
51,857
$
649,011
$
662,114
$
(13,103)
(2.0)
%
* Not a meaningful percentage.
(1)
For 2020, same store communities are communities we owned and were stabilized since January 1, 2019, excluding communities under redevelopment and properties held for sale. Non-same store communities are stabilized communities not owned or stabilized since January 1, 2019, including communities under redevelopment and excluding properties held for sale. We define communities under redevelopment as communities with capital expenditures that 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, 2019, excluding properties held for sale. COVID-19 Related Impact relates to the Resident Relief Funds which were established for our residents experiencing financial losses caused by COVID-19 and includes the amount we paid to residents at our wholly-owned communities as an adjustment to property revenues. The COVID-19 Related Impact also includes direct related expenses incurred at our operating properties as a result of the pandemic. Dispositions/other includes those communities disposed of or held for sale which are not classified as discontinued operations, non-multifamily rental properties, expenses related to land holdings not under active development, and other miscellaneous revenues and expenses.
Same Store Analysis
Same store property NOI decreased approximately $2.4 million for the year ended December 31, 2020 as compared to the same period in 2019. The decrease was due to an increase of approximately $12.3 million in same store property expenses for the year ended December 31, 2020, partially offset by an increase of approximately $9.9 million in same store property revenues for the year ended December 31, 2020, as compared to the same period in 2019.
The $12.3 million increase in same store property expenses for the year ended December 31, 2020, as compared to the same period in 2019, was primarily due to higher real estate taxes of approximately $5.8 million as a result of increased property valuations at a number of our communities, higher property insurance expenses of approximately $2.2 million as a
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result of higher premiums, higher salary expenses of approximately $1.9 million, higher utilities of approximately $1.6 million, and higher repair and maintenance costs of approximately $0.8 million.
The $9.9 million increase in same store property revenues for the year ended December 31, 2020, as compared to the same period in 2019, was primarily due to an increase of approximately $12.8 million in rental revenues primarily from a 1.6% increase in average rental rates of which approximately $6.2 million was recognized during the first quarter of 2020 primarily due to a 3.3% first quarter increase in average rental rates. The increase during the year ended December 31, 2020 was also due to an approximately $3.4 million increase in income from our bulk internet and other utility rebilling programs, and an approximate $3.1 million higher net reletting and other rental income. These increases for the year ended December 31, 2020 were partially offset by lower occupancy of approximately $3.5 million, higher bad debt expense of approximately $5.1 million due in part to COVID-19, and a decrease of approximately $0.8 million related to fee and other income due to waived late and other fees during COVID-19.
Non-same Store and Development and Lease-up Analysis
Property NOI from non-same store and development and lease-up communities increased approximately $14.5 million for the year ended December 31, 2020, as compared to the same period in 2019. The increases were comprised of increases from non-same store communities of approximately $15.2 million and partially offset by decreases from development and lease-up communities of approximately $0.7 million for the year ended December 31, 2020, as compared to the same period in 2019. The increase in property revenues and expenses from our non-same store communities was primarily due to the acquisition of four operating properties during 2019, four operating properties reaching stabilization during 2019 and two operating properties reaching stabilization during the year ended December 31, 2020. The slight decrease in property NOI from our development and lease-up communities were primarily due to the timing of completion and partial lease-up of two development properties during the year ended December 31, 2020. The following table details the changes, described above, relating to non-same store and development and lease-up NOI:
For the year ended December 31,
(in millions)
2020 compared to 2019
Property Revenues
Revenues from acquisitions
$
22.2
Revenues from non-same store stabilized properties
5.0
Revenues from development and lease-up properties
2.3
Other
0.4
$
29.9
Property Expenses
Expenses from acquisitions
$
10.2
Expenses from non-same store stabilized properties
1.0
Expenses from development and lease-up properties
3.0
Other
1.2
$
15.4
Property NOI
NOI from acquisitions
$
12.0
NOI from non-same store stabilized properties
4.0
NOI from development and lease-up properties
(0.7)
Other
(0.8)
$
14.5
COVID-19 Related Impact Analysis
The direct COVID-19 Related Impact was approximately $13.6 million for the year ended December 31, 2020 due to the Resident Relief Funds and the COVID-19 directly-related expenses incurred at our operating properties. In April 2020, we announced two Resident Relief Funds for our residents experiencing financial losses caused by COVID-19 and the Company paid approximately $9.1 million to approximately 7,100 residents of our wholly-owned communities which was recorded as a reduction to property revenues. During the year ended December 31, 2020, we also incurred approximately $4.5 million of directly-related COVID-19 expenses at our operating properties, which included $2.8 million of bonuses paid to on-site employees who provided essential services during the pandemic and approximately $1.7 million of other directly-related COVID-19 expenses.
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Dispositions/Other Property Analysis
Dispositions/other property NOI decreased approximately $11.6 million for the year ended December 31, 2020 as compared to the same period in 2019. The decrease was primarily due to lower retail property NOI of approximately $6.0 million which was primarily due to an approximate $3.5 million non-cash retail straight-line rent receivable adjustment in the fourth quarter of 2020 as a result of our collectability assessment and determining it was no longer probable certain leasing revenue would be collected from retail tenants and an approximate $1.8 million increase in retail bad debt expense. The decrease was also due to approximately $4.9 million of property NOI from the disposition of two consolidated operating properties in the fourth quarter of 2019. We had no operating property dispositions during the year ended December 31, 2020.
Non-Property Income
Year Ended
December 31,
Change
($ in thousands)
2020
2019
$
%
Fee and asset management
$
10,800
$
8,696
$
2,104
24.2
%
Interest and other income
2,949
3,090
(141)
(4.6)
Income on deferred compensation plans
12,045
21,694
(9,649)
*
Total non-property income
$
25,794
$
33,480
$
(7,686)
(23.0)
%
* Not a meaningful percentage
Fee and asset management income from property management, asset management, construction, and development activities at our joint ventures and our third-party construction projects increased approximately $2.1 million for the year ended December 31, 2020 as compared to 2019. The increase for 2020 as compared to 2019 was primarily due to higher fees earned related to an increase in third-party construction activity, and increased construction and development activity for one property held by one of the Funds which completed construction in December 2020.
Our deferred compensation plans recognized income of approximately $12.0 million and $21.7 million in 2020 and 2019, respectively. The changes were related to the performance of the investments held in deferred compensation plans for participants and were directly offset by the expense related to these plans, as discussed below.
Other Expenses
Year Ended
December 31,
Change
($ in thousands)
2020
2019
$
%
Property management
$
24,201
$
25,290
$
(1,089)
(4.3)
%
Fee and asset management
3,954
5,759
(1,805)
(31.3)
General and administrative
53,624
53,201
423
0.8
Interest
91,526
80,706
10,820
13.4
Depreciation and amortization
367,162
336,274
30,888
9.2
Expense on deferred compensation plans
12,045
21,694
(9,649)
*
Total other expenses
$
552,512
$
522,924
$
29,588
5.7
%
* Not a meaningful percentage
Property management expenses, which primarily represent regional supervision and accounting costs related to property operations, decreased approximately $1.1 million for the year ended December 31, 2020 as compared to 2019. The decrease was primarily related to lower incentive compensation expense and travel related expenses in 2020 as compared to 2019. The decrease was partially offset by higher salary and benefit costs. Property management expenses were 2.3% and 2.5% of total property revenues for the years ended December 31, 2020 and 2019, respectively.
Fee and asset management expense from property management, asset management, construction, and development activities at our joint ventures and our third-party construction projects decreased approximately $1.8 million for the year ended December 31, 2020 as compared to 2019. The decrease was primarily due to lower salaries and discretionary spending incurred in managing our joint ventures and construction activities in 2020 as compared to 2019.
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General and administrative expenses increased approximately $0.4 million for the year ended December 31, 2020 as compared to 2019. The increase was primarily due to higher salary and benefit costs, higher professional expenses, and higher information technology costs as compared to 2019. The increase was partially offset by lower incentive compensation expense and lower travel related expenses. Excluding deferred compensation plans, general and administrative expenses were 5.1% of total revenues for each of the years ended December 31, 2020 and 2019.
Interest expense increased approximately $10.8 million for the year ended December 31, 2020 as compared to 2019. The increase was primarily due to the issuance of $600 million, 3.67% senior unsecured notes in June 2019, the issuance of $300 million, 3.41% senior unsecured notes in October 2019, and the issuance of $750 million, 2.91% senior unsecured notes in April 2020. The increase was partially offset by the repayment of approximately $439.3 million of secured conventional mortgage debt with a weighted average interest rate of 5.2% in the first quarter of 2019, the redemption of our $250 million, 4.78% senior unsecured notes due 2021, and the prepayment of an approximate $45.3 million, 4.38% secured conventional mortgage note in October 2019. The increase was also partially offset by higher capitalized interest in 2020 resulting from higher average balances in our development pipeline and a decrease in interest expense recognized on our $100 million term loan, which was repaid in October 2020 and had lower weighted average interest rates in 2020 as compared to 2019. The increase in 2020 was further offset by a decrease in interest expense recognized on our unsecured credit facility due to lower balances outstanding during 2020 as compared to 2019.
Depreciation and amortization expense increased approximately $30.9 million for the year ended December 31, 2020 as compared to 2019. The increase was primarily due to the acquisition of four operating properties in 2019, the completion of units in our development pipeline, the completion of repositions, and the partial completion of redevelopments during 2020 and 2019. The increase was partially offset by a decrease in depreciation expense related to the disposition of two operating properties in December 2019.
Our deferred compensation plans incurred an expense of approximately $12.0 million and $21.7 million in 2020 and 2019, respectively. These changes were related to the performance of the investments held in deferred compensation plans for participants and were directly offset by the income related to these plans, as discussed in the non-property income section above.
Other
Year Ended
December 31,
Change
(in thousands)
2020
2019
$
Loss on early retirement of debt
$
(176)
$
(11,995)
$
11,819
Gain on sale of operating properties, including land
382
49,901
(49,519)
Equity in income of joint ventures
8,052
14,783
(6,731)
Income tax expense
(1,972)
(1,089)
(883)
The loss on early retirement of debt for the year ended December 31, 2020 related to the early retirement of our $100 million unsecured term loan which was scheduled to mature in 2022; this loss is primarily related to the applicable unamortized loan costs. The loss for the year ended December 31, 2019 related to the early redemption of our $250 million, 4.78% Senior Notes due 2021 and the prepayment of a $45.3 million, 4.38% secured conventional mortgage note due 2045.
The gain on sale for the year ended December 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. The gain on sale in 2019 was due to the sale of two operating properties located in Corpus Christi, Texas in the fourth quarter.
Equity in income of joint ventures decreased approximately $6.7 million for the year ended December 31, 2020 as compared to 2019. The decrease in 2020 was primarily due to a decrease in earnings due to the recognition of a $6.2 million proportionate share of gain in 2019 related to the sale of one operating property by one of the Funds in the fourth quarter of 2019 and the approximate $1.3 million of Resident Relief Funds paid to residents of the operating communities owned by our unconsolidated joint ventures in 2020, which was recorded as a reduction to property revenues. We recognized our ownership interest of the Resident Relief Funds of $0.4 million in equity in income of joint ventures. The decrease in earnings was partially offset by lower interest expense recognized by operating properties owned by the Funds due to lower weighted average interest rates on variable rate debt in 2020 as compared to 2019.
Income tax expense increased approximately $0.9 million for the year ended December 31, 2020, as compared to 2019. The increase was primarily due to an increase in state and local taxes and an increase in taxable income related to higher third-party construction activities conducted in a taxable REIT subsidiary.
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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 as net income (computed in accordance with GAAP), excluding gains (or losses) associated with the sale of previously depreciated operating properties, real estate depreciation and amortization, impairments of depreciable assets, 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 losses on dispositions of operating properties 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 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 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 years ended December 31 are as follows:
($ in thousands)
2020
2019
Funds from operations
Net income attributable to common shareholders
(1)
$
123,911
$
219,623
Real estate depreciation and amortization
357,489
328,045
Adjustments for unconsolidated joint ventures
9,483
8,987
Gain on sale of operating properties
—
(49,901)
Gain on sale of unconsolidated joint venture operating property
—
(6,204)
Income allocated to non-controlling interests
4,849
4,838
Funds from operations
$
495,732
$
505,388
Less: recurring capitalized expenditures
(77,525)
(72,172)
Adjusted funds from operations
$
418,207
$
433,216
Weighted average shares – basic
99,385
98,460
Incremental shares issuable from assumed conversion of:
Common share options and awards granted
53
119
Common units
1,748
1,753
Weighted average shares – diluted
101,186
100,332
(1) Net income attributable to common shareholders includes an approximate $3.5 million non-cash adjustment to retail straight-line rent receivable and a $14.8 million COVID-19 Related Impact for the year ended December 31, 2020. The total COVID-19 Related Impact for the year ended December 31, 2020, was comprised of $9.5 million related to the Resident Relief Funds which were established in April 2020. Of this amount, approximately $9.1 million was paid to residents at our wholly-owned communities and was recorded as a reduction to property revenues, and approximately $1.3 million of Resident Relief Funds paid to residents of the operating communities owned by our unconsolidated joint ventures, of which we recognized our ownership interest of $0.4 million in equity in income of joint ventures. Additionally, we incurred approximately $4.5 million of COVID-19 expenses at our operating communities, which included $2.8 million of bonuses paid to on-site employees who provided essential services during the pandemic and $1.7 million in other directly-related COVID-19 expenses. We also incurred approximately $0.8 million related to the Employee Relief Fund we established to help our employees impacted by COVID-19. Net income attributable to common shareholders for the year ended December 31, 2019 included an approximate $12.0 million loss on early retirement of debt related to the redemption of our 4.78% Senior Notes due 2021 and the prepayment of a 4.38% secured conventional mortgage note due 2045.
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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 6.5 and 7.3 times for the years ended December 31, 2020 and 2019, 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 properties were unencumbered at both December 31, 2020 and 2019. Our weighted average maturity of debt was approximately 8.4 years at December 31, 2020.
We also intend to strengthen our capital and liquidity positions by continuing to focus on our core fundamentals, which currently are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs.
Our primary sources of liquidity are cash and cash equivalents on hand and cash flow generated from operations. Other sources may include one or more of the following: availability under our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM programs, 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 2021 including:
•
normal recurring operating expenses;
•
current debt service requirements, including debt maturities;
•
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 COVID-19.
Cash Flows
The following is a discussion of our cash flows for the years ended December 31, 2020 and 2019.
Net cash from operating activities was approximately $519.3 million during the year ended December 31, 2020 as compared to approximately $555.6 million during the year ended December 31, 2019. The decrease was primarily due to lower cash inflows from operating accounts due to the timing of payments to vendors, lower prepayment of rental income received from our residents, and higher interest payments on our unsecured debt in 2020 as compared to 2019. The decrease was also due to the COVID-19 impact on our property revenues and property expenses. See further discussions of our 2020 operations as compared to 2019 in "Results of Operations." These decreases were partially offset by cash outflows related to the settlement of our forward interest rate swaps in 2019.
Net cash used in investing activities during the year ended December 31, 2020 totaled approximately $429.6 million as compared to $792.4 million during the year ended December 31, 2019. Cash outflows during 2020 primarily related to property development and capital improvements of approximately $427.2 million, and increases in non-real estate assets of $7.5
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million. These outflows were partially offset by a net decrease in notes receivable of $1.4 million. Cash outflows during 2019 primarily related to property development and capital improvements of approximately $407.6 million, the acquisition of four operating properties for approximately $436.3 million, and increases in non-real estate assets of $17.2 million. These outflows were partially offset by net proceeds from the sale of two operating properties of approximately $67.6 million and a net decrease in notes receivable of $1.4 million. The increase in property development and capital improvements for 2020, as compared to the same period in 2019, was primarily due to the timing and completion of four consolidated operating properties in 2019 and 2020, and the acquisition of development properties. The property development and capital improvements during 2020 and 2019, included the following:
December 31,
(in millions)
2020
2019
Expenditures for new development, including land
$
239.9
$
217.5
Capital expenditures
90.2
80.9
Reposition expenditures
48.7
66.7
Capitalized interest, real estate taxes, and other capitalized indirect costs
31.7
26.6
Redevelopment expenditures
16.7
15.9
Total
$
427.2
$
407.6
Net cash from financing activities totaled approximately $307.3 million during the year ended December 31, 2020 as compared to approximately $220.7 million during the year ended December 31, 2019. Cash inflows during 2020 primarily related to net proceeds of approximately $782.8 million from the issuance of $750.0 million senior unsecured notes in April 2020 and a $40.0 million unsecured floating-rate term loan in October 2020. These cash inflows were partially offset by approximately $333.4 million to pay distributions to common shareholders and non-controlling interest holders, the repayment of an unsecured floating-rate term loan of approximately $100.0 million in the fourth quarter of 2020, and net payment of $44.0 million of borrowings from our unsecured line of credit. Cash inflows during 2019 primarily related to net proceeds of approximately $890.0 million from the issuance of $600.0 million senior unsecured notes in June 2019 and $300.0 million senior unsecured notes in October 2019, as well as net proceeds of $353.2 million from the issuance of approximately 3.4 million common shares through an underwritten equity offering completed in February 2019 and approximately 0.2 million common shares through our 2017 ATM program. We also had net proceeds of $44.0 million of borrowings from our unsecured line of credit. These cash inflows were partially offset by the repayment of approximately $439.3 million of secured conventional mortgage debt in the first quarter of 2019, and the early redemption of our $250 million unsecured notes payable due 2021 and the prepayment of the approximate $45.3 million secured conventional mortgage note due 2045 and associated prepayment penalties in the fourth quarter of 2019. We also used approximately $317.3 million to pay distributions to common shareholders and non-controlling interest holders.
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 December 31, 2020 and through the date of this filing.
Our credit facility provides us with the ability to issue up to $50.0 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 December 31, 2020, we had approximately no borrowings outstanding on our $900.0 million credit facility and we had outstanding letters of credit totaling approximately $12.0 million, leaving approximately $888.0 million available under our credit facility.
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 December 31, 2020, we had approximately 97.4 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding.
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In June 2020, we created the 2020 ATM program through which we can, but have no obligation to, sell common shares and 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 year ended December 31, 2020 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 were A3 with stable outlook, A- with stable outlook, and A- with stable outlook, respectively, as of December 31, 2020. 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 did not have any debt maturing through the year ending December 31, 2021. See Note 9, “Notes Payable,” in the notes to Consolidated Financial Statements for further discussion of scheduled maturities.
We estimate the additional cost to complete the construction of the seven consolidated projects to be approximately $325.4 million. Of this amount, we expect to incur costs between approximately $220 million and $240 million during 2021 and to incur the remaining costs during 2022 through 2023. Additionally, we expect to incur costs between approximately $65 million and $75 million related to the start of new development activities, between approximately $58 million and $62 million of repositions and revenue enhancing expenditures and between approximately $70 million and $74 million of additional recurring capital expenditures. The COVID-19 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, other unsecured borrowings, or secured mortgages. We continue to evaluate our operating properties 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 reduce the amount of income taxes, our general policy is to distribute at least 100% of our taxable income. In December 2020, we announced our Board of Trust Managers had declared a quarterly dividend of $0.83 per common share to our common shareholders of record as of December 16, 2020. This dividend was subsequently paid on January 15, 2021 and we paid equivalent amounts per unit to holders of common operating partnership units. When aggregated with previous 2020 dividends, this distribution to common shareholders and holders of the common operating partnership units equates to an annual dividend rate of $3.32 per share or unit for the year ended December 31, 2020.
In the first quarter of 2021, the Company's Board of Trust Managers declared a first quarter dividend of $0.83 per common share to our common shareholders of record as of March 31, 2021. Future dividend payments are paid at the discretion of the Board of Trust Managers and depend on cash flows generated from operations, the Company's financial condition and capital requirements, distribution requirements under the REIT provisions of the Code and other factors which may be deemed relevant by our Board of Trust Managers. Assuming similar dividend distributions for the remainder of 2021, our annualized dividend rate for 2021 would be $3.32.
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The following table summarizes our known contractual cash obligations as of December 31, 2020:
(in millions)
Total
2021
2022
2023
2024
2025
Thereafter
Debt maturities
(1)
$
3,166.6
$
(3.7)
$
386.3
$
247.3
$
497.9
(1.8)
$
2,040.6
Interest payments
(2)
891.1
108.8
108.3
91.3
73.0
66.4
443.3
Non-cancelable lease payments
14.5
3.5
3.1
3.0
2.8
2.0
0.1
$
4,072.2
$
108.6
$
497.7
$
341.6
$
573.7
$
66.6
$
2,484.0
(1)
Includes all available extension options, amortization of debt discounts and debt issuance costs, net of scheduled principal payments.
(2)
Includes contractual interest payments for our senior unsecured notes and all available extension options. The interest payments on our unsecured term loan with floating interest rates were calculated based on the interest rates in effect as of December 31, 2020.
Off-Balance Sheet Arrangements
The joint ventures in which we have an interest have been funded in part with secured, third-party debt. At December 31, 2020, our unconsolidated joint ventures had outstanding debt of approximately $509.1 million. As of December 31, 2020, we had no outstanding guarantees related to the loans 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
The preparation of our financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the balance sheet date, and the amounts of revenues and expenses recognized during the reporting period. These estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. The following is a discussion of our critical accounting policies. For a discussion of all of our significant accounting policies, see Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements," to the accompanying consolidated financial statements.
Valuation of Assets
. 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 indicators 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.
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 on our consolidated financial position and results of operations.
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Recent Accounting Pronouncements
See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements" in the notes to Consolidated Financial Statements for further discussion of recent accounting pronouncements issued during the year ended December 31, 2020.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We believe the primary market risk we face is interest rate risk. We seek to mitigate this risk by following established risk management policies, which includes (i) maintaining prudent levels of fixed and floating rate debt; and (ii) extending and sequencing the maturity dates of our debt where practicable. We also periodically use derivative financial instruments, primarily interest rate swaps with major financial institutions, to manage a portion of this risk. We do not utilize derivative financial instruments for trading or speculative purposes. The table below summarizes our debt as of December 31, 2020 and 2019:
December 31, 2020
December 31, 2019
Amount
(in millions)
Weighted
Average
Maturity
(in years)
Weighted
Average
Interest
Rate
% Of
Total
Amount
(in millions)
Weighted
Average
Maturity
(in years)
Weighted
Average
Interest
Rate
% Of
Total
Fixed rate debt
$
3,126.9
8.5
3.6
%
98.7
%
$
2,380.4
9.3
3.8
%
94.3
%
Variable rate debt
39.7
1.7
1.9
%
1.3
%
143.7
2.7
2.7
%
5.7
%
In order to manage interest rate exposure, we have utilized interest rate swap agreements to protect against unfavorable interest rate changes relating to forecasted debt transactions. These swaps, which are settled upon issuance of the related debt, are designated as cash flow hedges and the gains and/or losses are deferred in other comprehensive income and recognized as an adjustment to interest expense over the same period the hedged interest payments affect earnings. As of December 31, 2020, we had no hedges outstanding.
We did not have any borrowings outstanding under our unsecured credit facility under our unsecured credit facility at December 31, 2020 and had approximately $44.0 million of borrowings outstanding at December 31, 2019. At December 31, 2020 and 2019, we also had term loans of approximately $39.7 million and $99.7 million, respectively. If interest rates on the variable rate debt listed in the table above would have been 100 basis points higher throughout 2020 and 2019, our annual interest costs would have increased by approximately $0.4 million and $1.4 million, respectively.
For fixed rate debt, interest rate changes affect the fair market value but do not impact net income attributable to common shareholders or cash flows. Holding other variables constant, if interest rates would have been 100 basis points higher as of December 31, 2020, the fair value of our fixed rate debt would have decreased by approximately $236.5 million.
Item 8. Financial Statements and Supplementary Data
Our response to this item is included in a separate section at the end of this report beginning on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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.
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Table of Contents
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as follows:
A process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company's board of trust managers, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
•
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and receipts and expenditures of the Company are being made only in accordance with authorizations of management and Board of Trust Managers of the Company; and
•
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria established in
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our assessment, management concluded our internal control over financial reporting is effective as of December 31, 2020.
Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report regarding the effectiveness of our internal control over financial reporting, which is included herein.
February 18, 2021
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Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trust Managers of Camden Property Trust
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Camden Property Trust and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control — Integrated Framework (2013)
issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 18, 2021, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting
. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and Trust Managers of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate
.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 18, 2021
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Table of Contents
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Information with respect to this Item 10 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, 2021 in connection with the Annual Meeting of Shareholders to be held on or about May 13, 2021.
Item 11. Executive Compensation
Information with respect to this Item 11 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, 2021 in connection with the Annual Meeting of Shareholders to be held on or about May 13, 2021.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Information with respect to this Item 12 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, 2021 in connection with the Annual Meeting of Shareholders to be held on or about May 13, 2021.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information with respect to this Item 13 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, 2021 in connection with the Annual Meeting of Shareholders to be held on or about May 13, 2021.
Item 14. Principal Accounting Fees and Services
Information with respect to this Item 14 is incorporated by reference from our Proxy Statement, which we expect to file on or about March 24, 2021 in connection with the Annual Meeting of Shareholders to be held on or about May 13, 2021.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report:
(1) Financial Statements:
Report of Independent Registered Public Accounting Firm
F-1
Consolidated Balance Sheets as of December 31, 2020 and 2019
F-3
Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018
F-4
Consolidated Statements of Equity for the Years Ended December 31, 2020, 2019, and 2018
F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018
F-8
Notes to Consolidated Financial Statements
F-10
(2) Financial Statement Schedules:
Schedule III – Real Estate and Accumulated Depreciation
S-1
Schedule IV – Mortgage Loans on Real Estate
S-8
All other schedules have been omitted since the required information is presented in the financial statements and the related notes or is not applicable.
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Table of Contents
(3) Index to Exhibits:
The following exhibits are filed as part of or incorporated by reference into this report:
Exhibit No.
Description
Filed Herewith or Incorporated Herein by Reference (1)
3.1
Amended and Restated Declaration of Trust of Camden Property Trust (2)
Exhibit 3.1 to Form 10-K for the year ended December 31, 1993 - Rule 311-P
3.2
Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust
Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 1997
3.3
Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust
Exhibit 3.1 to Form 8-K filed on May 14, 2012
3.4
Fifth Amended and Restated Bylaws of Camden Property Trust
Exhibit 99.1 to Form 8-K filed on February 2, 2021
4.1
Specimen certificate for Common Shares of Beneficial Interest (2)
Form S-11 filed on September 15, 1993 (Registration No. 33-68736) - Rule 311-P
4.2
Indenture for Senior Debt Securities dated as of February 11, 2003 between Camden Property Trust and U. S. Bank National Association, as successor to SunTrust Bank, as Trustee
Exhibit 4.1 to Form S-3 filed on February 12, 2003 (Registration No. 333-103119)
4.3
First Supplemental Indenture dated as of May 4, 2007 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee
Exhibit 4.2 to Form 8-K filed on May 7, 2007
4.4
Second Supplemental Indenture dated as of June 3, 2011 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee
Exhibit 4.3 to Form 8-K filed on June 3, 2011
4.5
Third Supplemental Indenture dated as of October 4, 2018 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee
Exhibit 4.4 to Form 8-K filed on October 4, 2018
4.6
Registration Rights Agreement dated as of February 28, 2005 between Camden Property Trust and the holders named therein
Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
4.7
Form of Camden Property Trust 2.95% Note due 2022
Exhibit 4.4 to Form 8-K filed on December 7, 2012
4.8
Form of Camden Property Trust 4.875% Note due 2023
Exhibit 4.5 to Form 8-K filed on June 3, 2011
4.9
Form of Camden Property Trust 4.250% Note due 2024
Exhibit 4.1 to Form 8-K filed on December 2, 2013
4.10
Form of Camden Property Trust 3.50% Note due 2024
Exhibit 4.1 to Form 8-K filed on September 12, 2014
4.11
Form of Camden Property Trust 4.100% Note due 2028
Exhibit 4.5 to Form 8-K filed on October 4, 2018
4.12
Form of Camden Property Trust 3.150% Note due 2029
Exhibit 4.5 to Form 8-K filed on June 17, 2019
4.13
Form of Camden Property Trust 3.350% Note due 2049
Exhibit 4.5 to Form 8-K filed on October 7, 2019
4.14
Form of Camden Property Trust 2.800% Note due 2030
Exhibit 4.5 to Form 8-K filed on April 21, 2020
4.15
Form of Camden Property Trust 2.800% Note due 2030
Exhibit 4.6 to Form 8-K filed on April 21, 2020
4.16
Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
Exhibit 4.14 to Form 10-K/A filed on March 6, 2020
10.1
Form of Indemnification Agreement between Camden Property Trust and certain of its trust managers and executive officers (2)
Form S-11 filed on July 9, 1993 (Registration No. 33-63588) - Rule 311-P
10.2
Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and Richard J. Campo
Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2003
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Table of Contents
Exhibit No.
Description
Filed Herewith or Incorporated Herein by Reference (1)
10.3
Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and D. Keith Oden
Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2003
10.4
Form of First Amendment to Second Amended and Restated Employment Agreements, effective as of January 1, 2008, between Camden Property Trust and each of Richard J. Campo and D. Keith Oden
Exhibit 99.1 to Form 8-K filed on November 30, 2007
10.5
Second Amendment to Second Amended and Restated Employment Agreement, dated as of March 14, 2008, between Camden Property Trust and D. Keith Oden
Exhibit 99.1 to Form 8-K filed on March 18, 2008
10.6
Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers
Exhibit 10.13 to Form 10-K for the year ended December 31, 1996
10.7
Second Amended and Restated Employment Agreement, dated November 3, 2008, between Camden Property Trust and H. Malcolm Stewart
Exhibit 99.1 to Form 8-K filed on November 4, 2008
10.8
Second Amended and Restated Camden Property Trust Key Employee Share Option Plan (KEYSOP
™
), effective as of January 1, 2008
Exhibit 99.5 to Form 8-K filed on November 30, 2007
10.9
Amendment No. 1 to Second Amended and Restated Camden Property Trust Key Employee Share Option Plan, effective as of January 1, 2008
Exhibit 99.1 to Form 8-K filed on December 8, 2008
10.10
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees
Exhibit 10.7 to Form 10-K for the year ended December 31, 2003
10.11
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain trust managers
Exhibit 10.8 to Form 10-K for the year ended December 31, 2003
10.12
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees
Exhibit 10.9 to Form 10-K for the year ended December 31, 2003
10.13
Form of Master Exchange Agreement between Camden Property Trust and certain trust managers
Exhibit 10.10 to Form 10-K for the year ended December 31, 2003
10.14
Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Trust Managers) effective November 27, 2007
Exhibit 10.1 to Form 10-Q filed on July 30, 2010
10.15
Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Key Employees) effective November 27, 2007
Exhibit 10.2 to Form 10-Q filed on July 30, 2010
10.16
Form of Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P.
Exhibit 10.1 to Form S-4 filed on February 26, 1997 (Registration No. 333-22411)
10.17
First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999
Exhibit 99.2 to Form 8-K filed on March 10, 1999
10.18
Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999
Exhibit 10.15 to Form 10-K for the year ended December 31, 1999
10.19
Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999
Exhibit 10.16 to Form 10-K for the year ended December 31, 1999
40
Table of Contents
Exhibit No.
Description
Filed Herewith or Incorporated Herein by Reference (1)
10.20
Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000
Exhibit 10.17 to Form 10-K for the year ended December 31, 1999
10.21
Form of Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of December 1, 2003
Exhibit 10.19 to Form 10-K for the year ended December 31, 2003
10.22
Amended and Restated 1993 Share Incentive Plan of Camden Property Trust
Exhibit 10.18 to Form 10-K for the year ended December 31, 1999
10.23
Amended and Restated Camden Property Trust 1999 Employee Share Purchase Plan
Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2014
10.24
Amended and Restated 2002 Share Incentive Plan of Camden Property Trust
Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2002
10.25
Camden Property Trust 2018 Employee Share Purchase Plan
Exhibit 99.2 to Form 8-K filed on May 17, 2018
10.26
Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust
Exhibit 99.1 to Form 8-K filed on May 4, 2006
10.27
Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust, effective as of January 1, 2008
Exhibit 99.1 to Form 8-K filed on July 29, 2008
10.28
Camden Property Trust 2011 Share Incentive Plan, effective as of May 11, 2011
Exhibit 99.1 to Form 8-K filed on May 12, 2011
10.29
Amendment No. 1 to 2011 Share Incentive Plan of Camden Property Trust, dated as of July 31, 2012
Exhibit 99.1 to Form 8-K filed on August 6, 2012
10.30
Amendment No. 2 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of July 30, 2013
Exhibit 99.1 to Form 8-K filed on August 5, 2013
10.31
Amendment No. 3 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of October 28, 2015
Exhibit 99.1 to Form 8-K filed on October 29, 2015
10.32
Camden Property Trust 2018 Share Incentive Plan, effective as of May 17, 2018
Exhibit 99.1 to Form 8-K filed on May 17, 2018
10.33
Camden Property Trust Short Term Incentive Plan
Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002
10.34
Second Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan
Exhibit 99.1 to Form 8-K filed on February 21, 2014
10.35
Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan
Exhibit 10.35 to Form 10-K filed on February 15, 2019
10.36
Form of Second Amended and Restated Agreement of Limited Partnership of Camden Summit Partnership, L.P. among Camden Summit, Inc., as general partner, and the persons whose names are set forth on Exhibit A thereto
Exhibit 10.5 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
10.37
Form of Tax, Asset and Income Support Agreement among Camden Property Trust, Camden Summit, Inc., Camden Summit Partnership, L.P. and each of the limited partners who has executed a signature page thereto
Exhibit 10.6 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
41
Table of Contents
Exhibit No.
Description
Filed Herewith or Incorporated Herein by Reference (1)
10.38
Agreement, dated as of September 14, 2018, among William F. Paulsen, the 2014 Amended and Restated William B. McGuire Junior Revocable Trust, David F. Tufaro, McGuire Family DE 2012 LP, William B. McGuire, Jr., Susanne H. McGuire, Camden Property Trust, Camden Summit, Inc. and Camden Summit Partnership, L.P.
Exhibit 99.1 to Form 8-K filed by Camden Property Trust on September 17, 2018 (File No. 1-12110)
10.39
Employment Agreement dated February 15, 1999, by and among William F. Paulsen, Summit Properties Inc. and Summit Management Company, as restated on April 3, 2001
Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 000-12792)
10.40
Amendment Agreement, dated as of June 19, 2004, among William F. Paulsen, Summit Properties Inc. and Summit Management Company
Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792)
10.41
Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William F. Paulsen
Exhibit 99.2 to Form 8-K filed on April 28, 2005
10.42
Third Amended and Restated Credit Agreement dated as of March 8, 2019 among Camden Property Trust, as the Borrower, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., U.S. Bank National Association, and PNC Bank National Association, as Syndication Agents, The Bank of Nova Scotia, Branch Banking and Trust Company, Deutsche Bank Securities Inc., Regions Bank, SunTrust Bank, and Wells Fargo Bank, National Association, as Documentation Agents, TD Bank N.A., as Managing Agent, and the other lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Chase Bank N.A., U.S. Bank National Association, and PNC Capital Markets LLC, as Joint Lead Arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Chase Bank N.A., as Joint Bookrunners
Exhibit 99.1 to Form 8-K filed on March 8, 2019
10.43
Distribution Agency Agreement, dated June 4, 2020, between Camden Property Trust and BofA Securities, Inc.
Exhibit 1.1 to Form 8-K filed on June 4, 2020
10.44
Distribution Agency Agreement, dated June 4, 2020, between Camden Property Trust and J.P. Morgan Securities LLC
Exhibit 1.2 to Form 8-K filed on June 4, 2020
10.45
Distribution Agency Agreement, dated June 4, 2020, between Camden Property Trust and Scotia Capital (USA) Inc.
Exhibit 1.3 to Form 8-K filed on June 4, 2020
10.46
Distribution Agency Agreement, dated June 4, 2020, between Camden Property Trust and SunTrust Robinson Humphrey, Inc.
Exhibit 1.4 to Form 8-K filed on June 4, 2020
10.47
Distribution Agency Agreement, dated June 4, 2020, between Camden Property Trust and Wells Fargo Securities, LLC
Exhibit 1.5 to Form 8-K filed on June 4, 2020
21.1
List of Significant Subsidiaries
Filed Herewith
23.1
Consent of Deloitte & Touche LLP
Filed Herewith
24.1
Powers of Attorney for Heather J. Brunner, Mark D. Gibson, Scott S. Ingraham, Renu Khator, William F. Paulsen, Frances Aldrich Sevilla-Sacasa, Steven A. Webster, and Kelvin R. Westbrook
Filed Herewith
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
Filed Herewith
42
Table of Contents
Exhibit No.
Description
Filed Herewith or Incorporated Herein by Reference (1)
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
Filed Herewith
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed Herewith
101.INS
XBRL Instance Document
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
Filed Herewith
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
Filed Herewith
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
Filed Herewith
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
Filed Herewith
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Filed Herewith
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Filed Herewith
(1)
Unless otherwise indicated, all references to reports or registration statements are to reports or registration statements filed by Camden Property Trust (File No. 1-12110).
(2)
Pursuant to SEC Release No. 33-10322 and Rule 311 of Regulation S-T, this exhibit was filed in paper before the mandated electronic filing.
(3)
Portions of the exhibit have been omitted pursuant to a request for confidential treatment.
Item 16. Summary
None.
43
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Camden Property Trust has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
February 18, 2021
CAMDEN PROPERTY TRUST
By:
/s/ Michael P. Gallagher
Michael P. Gallagher
Senior Vice President — Chief Accounting Officer
44
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Camden Property Trust and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Richard J. Campo
Chairman of the Board of Trust
February 18, 2021
Richard J. Campo
Managers and Chief Executive
Officer (Principal Executive Officer)
/s/ D. Keith Oden
Executive Vice Chairman of the Board of Trust
February 18, 2021
D. Keith Oden
Managers
/s/ Alexander J. Jessett
Executive Vice President - Finance and
February 18, 2021
Alexander J. Jessett
Chief Financial Officer (Principal Financial Officer)
/s/ Michael P. Gallagher
Senior Vice President - Chief Accounting
February 18, 2021
Michael P. Gallagher
Officer (Principal Accounting
Officer)
*
Heather J. Brunner
Trust Manager
February 18, 2021
*
Mark D. Gibson
Trust Manager
February 18, 2021
*
Scott S. Ingraham
Trust Manager
February 18, 2021
*
Renu Khator
Trust Manager
February 18, 2021
*
William F. Paulsen
Trust Manager
February 18, 2021
*
Frances Aldrich Sevilla-Sacasa
Trust Manager
February 18, 2021
*
Steven A. Webster
Trust Manager
February 18, 2021
*
Kelvin R. Westbrook
Trust Manager
February 18, 2021
*By: /s/ Alexander J. Jessett
Alexander J. Jessett
Attorney-in-fact
45
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Trust Managers of Camden Property Trust
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Camden Property Trust and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of income and comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of this critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Asset Impairment - Determination of Impairment Indicators of Properties Under Development, Including Land - Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of properties under development, including land (“properties under development”) for impairment involves an initial assessment to determine whether events or changes in circumstances indicate that the carrying amount of properties under development may not be recoverable. Possible indications of impairment of properties under development may include deterioration of market conditions or changes in the Company’s development strategy that may significantly affect key assumptions used.
The Company considers projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in the assessment of whether impairment indicators exist. The Company makes significant assumptions regarding expected market conditions, including project start date, projected construction costs, as well as estimates of demand for multifamily communities, market rents, economic conditions, and occupancies, to evaluate properties under development
F-1
Table of Contents
for possible indications of impairment. Changes in these assumptions could have a significant impact on concluding whether impairment indications exist, which would require a recoverability test to be performed for the properties under development. As of December 31, 2020, the Company’s properties under development had an aggregate book value of $564.2 million, and no impairment loss has been recognized for the year ended December 31, 2020.
Given the Company’s evaluation of properties under development for impairment indicators requires management to make judgments related to the assumptions described above, performing audit procedures to evaluate whether management appropriately identified events or changes in circumstances indicating that the carrying amounts may not be recoverable required a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of property under development for possible indications of impairment included the following, among others:
•
We tested the effectiveness of controls over management’s process of identifying indicators of asset impairment, including controls over management’s estimates of projected occupancy and market rent, projected construction costs, and other market and economic assumptions.
•
We evaluated the reasonableness of management’s impairment indicator analysis by performing the following procedures:
◦
Compared projected net operating income growth, occupancy rate, and capitalization rate for each property to market averages from third party market reports and to the Company’s historical financial performance for operating properties in the same or nearby markets;
◦
Discussed with management and read minutes for Board of Trust Managers and Investment Committee meetings to determine if there were any significant adverse changes in legal factors or in the business climate that could affect management’s plans for properties under development, including if it is more likely than not that any property under development will be sold, not developed, or otherwise disposed of significantly before the end of its previously estimated useful life;
◦
Performed a retrospective lookback review of completed development properties to determine if management’s projected costs, construction completion date, and stabilized net operating income during development were comparable to actual results ultimately realized.
•
We performed a search for contradictory evidence by reading third party market reports to evaluate management’s analysis to identify any significant changes in economic factors, industry factors, or other events that may result in an impairment indicator.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 18, 2021
We have served as the Company's auditor since 1993.
F-2
Table of Contents
CAMDEN PROPERTY TRUST
CONSOLIDATED BALANCE SHEETS
December 31,
(in thousands, except per share amounts)
2020
2019
Assets
Real estate assets, at cost
Land
$
1,225,214
$
1,199,384
Buildings and improvements
7,763,748
7,404,090
$
8,988,962
$
8,603,474
Accumulated depreciation
(
3,034,186
)
(
2,686,025
)
Net operating real estate assets
$
5,954,776
$
5,917,449
Properties under development, including land
564,215
512,319
Investments in joint ventures
18,994
20,688
Total real estate assets
$
6,537,985
$
6,450,456
Accounts receivable – affiliates
20,158
21,833
Other assets, net
216,276
248,716
Cash and cash equivalents
420,441
23,184
Restricted cash
4,092
4,315
Total assets
$
7,198,952
$
6,748,504
Liabilities and equity
Liabilities
Notes payable
Unsecured
$
3,166,625
$
2,524,099
Accounts payable and accrued expenses
175,608
171,719
Accrued real estate taxes
66,156
54,408
Distributions payable
84,147
80,973
Other liabilities
189,829
215,581
Total liabilities
$
3,682,365
$
3,046,780
Commitments and contingencies (Note 14)
Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 109,110 and 109,110 issued; 106,860 and 106,878 outstanding at December 31, 2020 and 2019, respectively
1,069
1,069
Additional paid-in capital
4,581,710
4,566,731
Distributions in excess of net income attributable to common shareholders
(
791,079
)
(
584,167
)
Treasury shares, at cost (9,442 and 9,636 common shares, at December 31, 2020 and 2019, respectively)
(
341,412
)
(
348,419
)
Accumulated other comprehensive loss
(
5,383
)
(
6,529
)
Total common equity
$
3,444,905
$
3,628,685
Non-controlling interests
71,682
73,039
Total equity
$
3,516,587
$
3,701,724
Total liabilities and equity
$
7,198,952
$
6,748,504
See Notes to Consolidated Financial Statements.
F-3
Table of Contents
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Year Ended December 31,
(in thousands, except per share amounts)
2020
2019
2018
Property revenues
$
1,043,837
$
1,028,461
$
954,505
Property expenses
Property operating and maintenance
$
252,190
$
235,589
$
220,732
Real estate taxes
142,636
130,758
122,847
Total property expenses
$
394,826
$
366,347
$
343,579
Non-property income
Fee and asset management
$
10,800
$
8,696
$
7,231
Interest and other income
2,949
3,090
2,101
Income (loss) on deferred compensation plans
12,045
21,694
(
6,535
)
Total non-property income
$
25,794
$
33,480
$
2,797
Other expenses
Property management
$
24,201
$
25,290
$
25,581
Fee and asset management
3,954
5,759
4,451
General and administrative
53,624
53,201
50,735
Interest
91,526
80,706
84,263
Depreciation and amortization
367,162
336,274
300,946
Expense (benefit) on deferred compensation plans
12,045
21,694
(
6,535
)
Total other expenses
$
552,512
$
522,924
$
459,441
Loss on early retirement of debt
(
176
)
(
11,995
)
—
Gain on sale of operating properties, including land
382
49,901
—
Equity in income of joint ventures
8,052
14,783
7,836
Income from continuing operations before income taxes
$
130,551
$
225,359
$
162,118
Income tax expense
(
1,972
)
(
1,089
)
(
1,424
)
Net income
$
128,579
$
224,270
$
160,694
Less income allocated to non-controlling interests
(
4,668
)
(
4,647
)
(
4,566
)
Net income attributable to common shareholders
$
123,911
$
219,623
$
156,128
Total earnings per share – basic
1.24
2.23
1.63
Total earnings per share – diluted
1.24
2.22
1.63
Weighted average number of common shares outstanding – basic
99,385
98,460
95,208
Weighted average number of common shares outstanding – diluted
99,438
99,384
95,366
Consolidated Statements of Comprehensive Income
Net income
$
128,579
$
224,270
$
160,694
Other comprehensive income
Unrealized gain (loss) on cash flow hedging activities
—
(
12,998
)
6,782
Unrealized gain (loss) and unamortized prior service cost on post retirement obligation
(
318
)
(
449
)
450
Reclassification of net (gain) loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation
1,464
(
11
)
(
246
)
Comprehensive income
$
129,725
$
210,812
$
167,680
Less income allocated to non-controlling interests
(
4,668
)
(
4,647
)
(
4,566
)
Comprehensive income attributable to common shareholders
$
125,057
$
206,165
$
163,114
See Notes to Consolidated Financial Statements.
F-4
Table of Contents
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF EQUITY
Common Shareholders
(in thousands, except per share amounts)
Common
shares of
beneficial
interest
Additional
paid-in capital
Distributions
in excess of
net income
Treasury
shares, at cost
Accumulated
other
comprehensive
loss
Non-controlling
interests
Total
equity
Equity, December 31, 2017
$
1,028
$
4,137,161
$
(
368,703
)
$
(
364,066
)
$
(
57
)
$
79,351
$
3,484,714
Net income
156,128
4,566
160,694
Other comprehensive income
6,986
6,986
Net share awards
13,720
7,961
21,681
Employee share purchase plan
826
554
1,380
Common share options exercised (8 shares)
41
41
Change in classification of deferred compensation plan
(
16,407
)
(
16,407
)
Change in redemption value of non-qualified share awards
669
669
Diversification of share awards within deferred compensation plan
29,379
10,915
40,294
Common shares repurchased
(
253
)
(
253
)
Conversions of operating partnership unit (2 shares)
(
9,781
)
(
4,634
)
(
14,415
)
Cash distributions declared to equity holders ($3.08 per share)
(
294,505
)
(
5,602
)
(
300,107
)
Other
3
(
176
)
(
173
)
Equity, December 31, 2018
$
1,031
$
4,154,763
$
(
495,496
)
$
(
355,804
)
$
6,929
$
73,681
$
3,385,104
Net income
219,623
4,647
224,270
Other comprehensive (loss)
(
13,458
)
(
13,458
)
Common shares issued (3,599 shares)
36
353,177
353,213
Net share awards
13,609
6,590
20,199
Employee share purchase plan
1,538
795
2,333
Change in classification of deferred compensation plan (See Note 11)
43,311
9,363
52,674
Conversion/redemption of operating partnership units (8 shares)
304
(
304
)
—
Cash distributions declared to equity holders ($3.20 per share)
(
317,657
)
(
5,607
)
(
323,264
)
Other
2
29
622
653
Equity, December 31, 2019
$
1,069
$
4,566,731
$
(
584,167
)
$
(
348,419
)
$
(
6,529
)
$
73,039
$
3,701,724
See Notes to Consolidated Financial Statements.
F-5
Table of Contents
CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
Common Shareholders
(in thousands, except per share amounts)
Common
shares of
beneficial
interest
Additional
paid-in capital
Distributions
in excess of
net income
Treasury
shares, at cost
Accumulated
other
comprehensive
loss
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
123,911
4,668
128,579
Other comprehensive income
1,146
1,146
Net share awards
13,986
6,195
20,181
Employee share purchase plan
1,347
812
2,159
Cash distributions declared to equity holders ($3.32 per share)
(
330,823
)
(
5,803
)
(
336,626
)
Other
(
354
)
(
222
)
(
576
)
Equity, December 31, 2020
$
1,069
$
4,581,710
$
(
791,079
)
$
(
341,412
)
$
(
5,383
)
$
71,682
$
3,516,587
See Notes to Consolidated Financial Statements.
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CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(in thousands)
2020
2019
2018
Cash flows from operating activities
Net income
$
128,579
$
224,270
$
160,694
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization
367,162
336,274
300,946
Loss on early retirement of debt
176
11,995
—
Gain on sale of operating properties, including land
(
382
)
(
49,901
)
—
Distributions of income from joint ventures
8,389
14,843
7,736
Equity in income of joint ventures
(
8,052
)
(
14,783
)
(
7,836
)
Share-based compensation
13,942
15,235
16,749
Receipts for settlement of forward interest rate swaps
—
(
20,430
)
15,905
Net change in operating accounts and other
9,505
38,094
9,553
Net cash from operating activities
$
519,319
$
555,597
$
503,747
Cash flows from investing activities
Development and capital improvements, including land
$
(
427,247
)
$
(
407,558
)
$
(
359,230
)
Acquisition of operating properties
—
(
436,305
)
(
290,005
)
Proceeds from sales of operating properties, including land
753
67,572
11,296
Increase in non-real estate assets
(
7,498
)
(
17,197
)
(
14,503
)
Decrease in notes receivable
1,449
1,394
9,475
Other
2,941
(
351
)
2,046
Net cash from investing activities
$
(
429,602
)
$
(
792,445
)
$
(
640,921
)
Cash flows from financing activities
Borrowings on unsecured credit facility and other short-term borrowings
$
358,000
$
1,217,000
$
342,000
Repayments on unsecured credit facility and other short-term borrowings
(
402,000
)
(
1,173,000
)
(
342,000
)
Repayment of notes payable, including prepayment penalties
(
100,000
)
(
746,730
)
(
381,438
)
Proceeds from notes payable
782,823
889,979
495,545
Distributions to common shareholders and non-controlling interests
(
333,360
)
(
317,253
)
(
298,005
)
Payment of deferred financing costs
(
1,308
)
(
5,965
)
(
914
)
Proceeds from issuance of common shares
—
353,213
—
Repurchase of common shares and redemption of units
—
—
(
14,668
)
Other
3,162
3,500
2,452
Net cash from financing activities
$
307,317
$
220,744
$
(
197,028
)
Net increase (decrease) in cash, cash equivalents, and restricted cash
397,034
(
16,104
)
(
334,202
)
Cash, cash equivalents, and restricted cash, beginning of year
27,499
43,603
377,805
Cash, cash equivalents, and restricted cash, end of year
$
424,533
$
27,499
$
43,603
See Notes to Consolidated Financial Statements.
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CAMDEN PROPERTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Year Ended December 31,
(in thousands)
2020
2019
2018
Reconciliation of cash, cash equivalents, and restricted cash to the Consolidated Balance Sheet
Cash and cash equivalents
$
420,441
$
23,184
$
34,378
Restricted cash
4,092
4,315
9,225
Total cash, cash equivalents, and restricted cash, end of year
424,533
27,499
43,603
Supplemental information
Cash paid for interest, net of interest capitalized
$
90,297
$
71,248
$
81,299
Cash paid for income taxes
2,292
1,291
1,951
Supplemental schedule of noncash investing and financing activities
Distributions declared but not paid
$
84,147
$
80,973
$
74,982
Value of shares issued under benefit plans, net of cancellations
19,560
18,249
17,253
Accrual associated with construction and capital expenditures
29,611
27,162
35,588
Right-of-use assets obtained in exchange for the use of new operating lease liabilities
676
15,017
—
See Notes to Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business
Business.
Formed on May 25, 1993, Camden Property Trust, 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 December 31, 2020, we owned interests in, operated, or were developing
174
multifamily properties comprised of
59,104
apartment homes across the United States. Of the
174
properties,
seven
properties were under construction, and will consist of a total of
2,254
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 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 December 31, 2020, two of our consolidated operating partnerships are VIEs. We are considered the primary beneficiary of both consolidated operating partnerships and therefore consolidate these operating partnerships. As of December 31, 2020, we held approximately
92
% and
95
% of the outstanding common limited partnership units and the sole
1
% general partnership interest in each of these consolidated operating partnerships.
Acquisitions of Real Estate
. Upon the 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 consolidated balance sheets.
During the years ended December 31, 2020, 2019, and 2018, we recognized amortization expense of approximately $
9.1
million, $
10.4
million, and $
9.4
million, respectively, related to in-place leases. The net amortization of above-market and below-market leases were immaterial during the year ended December 31, 2020 and increased rental revenues by $
0.1
million and $
0.2
million during the years ended December 31, 2019 and 2018, respectively. During the year ended December 31, 2020, the weighted average amortization periods for in-place and net above and below market leases were approximately six months and seven months. During the year ended December 31, 2019, the weighted average amortization period for both in-place and net above and below market leases were approximately six months. During the year ended December 31, 2018, the weighted average amortization period for in-place leases and net above and below market leases were approximately seven and five months.
Asset Impairment
. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment indicators 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 years ended December 31, 2020, 2019, or 2018.
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
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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 non-cash charges could have an adverse effect on our consolidated financial position and results of operations.
Cash and Cash Equivalents
. All cash and investments in money market accounts and other highly liquid securities with a maturity of three months or less at the date of purchase are considered to be cash and cash equivalents. We maintain the majority of our cash and cash equivalents at major financial institutions in the United States and deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, we regularly monitor the financial stability of these financial institutions and believe we are not currently exposed to any significant default risk with respect to these deposits.
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. 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 activities necessary to prepare the underlying real estate for its intended use have been initiated. All construction and certain 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 completed, the total capitalized development cost of each apartment home is transferred from properties under development including land to buildings and improvements.
As discussed above, carrying charges are principally interest and real estate taxes capitalized as part of properties under development. Capitalized interest was approximately $
17.4
million, $
14.1
million, and $
13.6
million for the years ended December 31, 2020, 2019, and 2018, respectively. Capitalized real estate taxes were approximately $
3.3
million, $
2.8
million, and $
2.2
million for the years ended December 31, 2020, 2019, and 2018, respectively.
Where possible, we stage our construction to allow leasing and occupancy during the construction period, which we believe minimizes the duration of the lease-up period following completion of construction. Our accounting policy related to properties in the development and leasing phase is to expense all operating costs associated with completed apartment homes. We capitalize renovation and improvement costs we believe extend the economic lives of depreciable property. Capital expenditures subsequent to initial construction are capitalized and depreciated over their estimated useful lives.
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 below market leases)
underlying lease term
Derivative Financial Instruments.
Derivative financial instruments are recorded in the consolidated balance sheets at fair value and presented on a gross basis for financial reporting purposes even when those instruments are subject to master netting arrangements and may otherwise qualify for net presentation. Accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows or other types of forecasted transactions are cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes attributable to the earnings effect of the hedged transactions. We may enter into derivative contracts which are intended to economically hedge certain of our risks, for which hedge accounting does not apply or we elect not to apply hedge accounting.
Assets Held for Sale (Including
Discontinued Operations)
. Disposed of properties are classified as a discontinued operation when the disposal represents a strategic shift, such as disposal of a major line of business, a major geographical area
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or a major equity investment. The results of operations for properties sold during the period or classified as held for sale at the end of the period, and meeting the above criteria of discontinued operations, are classified as discontinued operations for all periods presented. Real estate assets held for sale are measured at the lower of carrying amount or fair value less costs to sell and are presented separately in the accompanying consolidated balance sheets. Subsequent to classification of a property as held for sale, no further depreciation is recorded. Consolidated operating properties sold or classified as held for sale, which do not meet the above criteria of discontinued operations are not included in discontinued operations and the related gains and losses are included in continuing operations. Properties sold by our unconsolidated entities which do not meet the above criteria of discontinued operations are not included in discontinued operations and related gains or losses are reported as a component of equity in income of joint ventures.
Gains on sale of real estate are recognized when the criteria for derecognition of an asset is met, including when a contract exists and the buyer obtained control of the nonfinancial asset sold, in accordance with accounting principles generally accepted in the United States of America ("GAAP"). As a result, most of our future contributions of nonfinancial assets to our joint ventures, if any, will result in the recognition of a full gain or loss as if we sold 100% of the nonfinancial asset.
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 receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date. 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 consolidated balance sheets. The inputs associated with the valuation of our recurring deferred compensation plan investments are included in Level 1 of the fair value hierarchy.
Non-recurring Fair Value Measurements.
Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. Long-lived assets such as the land, real estate assets, and in-place leases acquired with an operating property are measured in the form of cash received unless otherwise noted. These assets are recorded at fair value if they are impaired using the fair value methodologies used to measure long-lived assets described above at "Asset Impairment." The inputs associated with the valuation of long-lived assets are generally included in Level 3 of the fair value hierarchy, unless a quoted price for a similar long-lived asset in an active market exists, at which time they are included in Level 2 of the fair value hierarchy.
Financial Instrument Fair Value Disclosures.
As of December 31, 2020 and 2019, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and distributions payable represent 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 value of our notes receivable, which are included in other assets, net in our consolidated balance sheets, approximates their fair value. The estimated fair values 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
. On January 1, 2019, we adopted Accounting Standards Update ("ASU") 2016-02,
"Leases"
which is codified as ASC 842,
Leases
. The majority of our revenues are derived from real estate lease contracts which are accounted for pursuant to ASC 842 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 1) not separate the lease and non-lease components by class of underlying assets and account for the combined components as a single
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component under certain conditions, and 2) 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
. A detail of our material revenue streams are discussed below:
Property Revenue
:
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 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 April 2020, we announced the establishment of Camden's Resident Relief Funds for our residents experiencing financial losses caused by COVID-19, which were intended to help impacted residents by providing immediate financial assistance for living expenses such as food, utilities, medical, insurance, childcare, and transportation. During the second quarter, the Resident Relief Funds paid approximately $
10.4
million to approximately
8,200
Camden residents. Of this amount, approximately $
9.1
million was paid to approximately
7,100
residents of our wholly-owned communities and recorded as a reduction of property revenues, and approximately $
1.3
million was paid to approximately
1,100
residents of the operating communities owned by our unconsolidated joint ventures. For the amounts paid to residents of the operating communities owned by our unconsolidated joint ventures, we recognized our ownership interest of $
0.4
million in equity in income of joint ventures. Additionally, we also made arrangements to defer payments over existing lease terms for many of our residents and tenants. For the deferred rent payment plans offered, we recognize property revenue on the existing straight-line basis over the remaining lease term and recognize any changes in payment through lease receivables, which is recorded in other assets, net, in our consolidated balance sheets; any identified uncollectible amounts related to deferred amounts are presented as an adjustment to property revenue.
As of December 31, 2020, our average residential lease term was approximately
fourteen months
with all other commercial leases averaging longer lease terms.
We anticipate property revenue from existing leases as follows:
(in millions)
Year ended December 31,
Operating Leases
2021
$
645.9
2022
25.1
2023
4.0
2024
3.1
2025
2.5
Thereafter
6.0
Total
$
686.6
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.
Insurance
. Our primary lines of insurance coverage are property, general liability, health, workers’ compensation, and cyber security. We believe our insurance coverage adequately insures our properties against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood, and other perils and adequately insures us against other risks. Losses are accrued based upon our estimates of the aggregate liability for claims incurred using certain actuarial assumptions followed in the insurance industry and based on our experience.
Other Assets, Net
. Other assets in our consolidated financial statements include investments under deferred compensation plans, deferred financing costs, non-real estate leasehold improvements and equipment, notes receivable, operating lease right-of-use assets, prepaid expenses, and other miscellaneous receivables. Investments under deferred compensation plans are classified as trading securities and are adjusted to fair market value at period end. For a further discussion of our investments under deferred compensation plans, see Note 11, “Share-based Compensation and Benefit Plans.” Deferred financing costs are related to our unsecured credit facility, and are amortized no longer than the terms of the related facility on the straight-line method, which approximates the effective interest method. Corporate leasehold improvements and equipment includes expenditures related to renovation and construction of office space we lease. These leasehold improvements are depreciated using the straight-line method over the shorter of the expected useful lives or the lease terms which generally range from three to ten years.
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Notes Receivable.
We have one note receivable included in Other assets, net in our consolidated balance sheets, relating to a real estate secured loan to an unaffiliated third party. During 2020, we received payments of approximately $
1.4
million in principal and recognized approximately $
0.6
million in interest on this note which matures on October 1, 2025. At December 31, 2020 and 2019, the outstanding note receivable balance was approximately $
6.4
million and $
7.9
million, respectively, and the weighted average interest rate was approximately
7.0
% for both periods. Interest is recognized over the life of the note and is included in interest and other income in our 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 December 31, 2020 or 2019.
Reportable Segments
. We operate in a single reportable segment which includes the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Each of our operating properties is considered a separate operating segment as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish or group our consolidated operations based on geography, size or type. Our multifamily apartment communities have similar long-term economic characteristics and provide similar products and services to our residents. Further, all material operations are within the United States and no multifamily apartment community comprises more than 10% of consolidated revenues. As a result, our operating properties are aggregated into a single reportable segment. Our multifamily communities generate property revenue through the leasing of apartment homes, which comprised approximately
99
% of our total property revenues and total non-property income, excluding income (loss) on deferred compensation plans, for each of the years ended December 31, 2020, 2019, and 2018.
Restricted Cash
. Restricted cash consists of escrow deposits held by lenders for property taxes, insurance and replacement reserves, cash required to be segregated for the repayment of residents’ security deposits, and escrowed amounts related to our development and acquisition activities. Substantially all restricted cash is invested in demand and short-term instruments.
Share-based Compensation
. Compensation expense associated with share-based awards is recognized in our consolidated statements of income and comprehensive income using the grant-date fair values. Compensation cost for all share-based awards, including options, requires measurement at estimated fair value on the grant date and recognition of compensation expense over the requisite service period for awards expected to vest. The fair value of stock option grants is estimated using the Black-Scholes valuation model. Valuation models require the input of assumptions, including judgments to estimate the expected stock price volatility, expected life, and forfeiture rate. The compensation cost for share-based awards is based on the market value of the shares on the date of grant and is adjusted as actual forfeitures occur.
Use of Estimates
. In the application of GAAP, management is required to make estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements, results of operations during the reporting periods, and related disclosures. Our more significant estimates include estimates supporting our impairment analysis related to the carrying values of our real estate assets. These estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Future events rarely develop exactly as forecasted, and the best estimates routinely require adjustment.
Recent Accounting Pronouncements.
In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04,
"Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting."
ASU 2020-04 provides temporary relief to simplify the accounting for modifying contracts to transition away from referenced rates such as LIBOR and other interbank offered rates. To be eligible for these accounting reliefs, the modifications i) must change, or have the potential to change, the amount or timing of contractual cash flows and ii) be related to the replacement of the referenced rate expected to be discontinued. When the contracts have met the criteria above, modified contracts can be accounted for as a continuation of the existing contract and applied prospectively adjusting the effective interest rate in the agreement. ASU 2020-04 is effective for interim periods beginning January 1, 2020, and the contracts electing to use the optional relief must be entered into prior to December 31, 2022. We adopted ASU 2020-04 as of March 31, 2020 and applying this guidance for modifications, if any, prospectively through December 31, 2022. We do not expect our adoption of ASU 2020-04 to have a material impact on our consolidated financial statements as our only outstanding debt indexed to LIBOR are our unsecured credit facility and unsecured term loan.
In April 2020, the FASB's staff issued a question and answer document ("Q&A") focused on the application of lease modification accounting as a result of COVID-19. The Q&A allows companies, assuming the total payments of modified leases are substantially the same as or less than the total payments of the existing lease, to elect to bypass a lease-by-lease analysis, and instead either apply the lease modification accounting framework or not. The election is to be applied consistently to leases with similar characteristics and similar circumstances. Having met the required criteria as defined in the Q&A, we elected to not account for concessions as lease modifications. As disclosed above, the cash payments provided to residents relating to the Resident Relief Funds of approximately $9.1 million was recognized as a reduction to property revenues during the second
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quarter of 2020. We also elected to account for all other 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 lease term and recognize any changes in payment through lease receivables, which is recorded in other assets, net, in our consolidated balance sheets.
3. Per Share Data
Basic earnings per share are computed using net income attributable to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflect common shares issuable from the assumed conversion of common share options and share awards granted and units convertible into common shares. Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. Our unvested share-based awards are considered participating securities and are reflected in the calculation of basic and diluted earnings per share using the two-class method. The number of common share equivalent securities excluded from the diluted earnings per share calculation was approximately
1.9
million,
1.1
million, and
2.1
million for the years ended December 31, 2020, 2019, and 2018, respectively. 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 calculation as they are anti-dilutive.
The following table presents information necessary to calculate basic and diluted earnings per share for the periods indicated:
Year Ended December 31,
(in thousands, except per share amounts)
2020
2019
2018
Earnings per common share calculation – basic
Income from continuing operations attributable to common shareholders
$
123,911
$
219,623
$
156,128
Amount allocated to participating securities
(
261
)
(
539
)
(
1,107
)
Net income attributable to common shareholders – basic
$
123,650
$
219,084
$
155,021
Total earnings per common share – basic
$
1.24
$
2.23
$
1.63
Weighted average number of common shares outstanding – basic
99,385
98,460
95,208
Earnings per common share calculation – diluted
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities
$
123,650
$
219,084
$
155,021
Income allocated to common units from continuing operations
—
1,593
—
Net income attributable to common shareholders – diluted
$
123,650
$
220,677
$
155,021
Total earnings per common share – diluted
$
1.24
$
2.22
$
1.63
Weighted average number of common shares outstanding – basic
99,385
98,460
95,208
Incremental shares issuable from assumed conversion of:
Common share options and share awards granted
53
119
158
Common units
—
805
—
Weighted average number of common shares outstanding – diluted
99,438
99,384
95,366
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 year ended December 31, 2020 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.
In May 2017, we created an ATM share offering program through which we can, but have no obligation to, sell common shares having an aggregate offering price of up to $
315.3
million (the "2017 ATM program"). During the years ended December 31, 2019, we issued approximately
0.2
million common shares under the 2017 ATM program for a total net consideration of approximately $
24.8
million. We did not sell any shares under the 2017 ATM Program during the year ended December 31, 2018, or through the period in 2020 before it was terminated. The proceeds from the sale of our common shares under the 2017 ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under our unsecured line of credit, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions. We terminated the 2017 ATM program in the second quarter of 2020 concurrently with the establishment of the 2020 ATM program, with shares with an offering price of $287.7 million remaining available for sale. Upon termination, no further common shares were available for sale under the 2017 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 under this program for the years ended December 31, 2019 or 2020 or through the date of this filing. During the year ended December 31, 2018, we repurchased
3,222
common shares for approximately $
0.3
million. The remaining dollar value of our common equity securities authorized to be repurchased under the program was approximately $
269.5
million as of the date of this filing.
We currently have an automatic shelf registration statement which allows us to offer, from time to time, common shares, preferred shares, debt securities, or warrants. 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 December 31, 2020, we had approximately
97.4
million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and
no
preferred shares outstanding. In February 2019, we issued approximately
3.4
million common shares in an underwritten equity offering and received approximately $
328.4
million in net proceeds, which we used to acquire one operating property in Scottsdale, Arizona, and repay amounts on our unsecured line of credit and certain secured conventional mortgage debt.
In the first quarter of 2021, the Company's Board of Trust Managers declared a first quarter dividend of $
0.83
per common share to our common shareholders of record as of March 31, 2021.
5. Operating Partnerships
At December 31, 2020, approximately
4
% of our consolidated multifamily apartment homes were held in Camden Operating, L.P. (“Camden Operating” or the “operating partnership”). Camden Operating has
11.9
million outstanding common limited partnership units and as of December 31, 2020, we held approximately
92
% of the outstanding common limited partnership units and the sole
1
% general partnership interest of the operating partnership. The remaining common limited partnership units, comprising approximately
0.8
million units, are primarily held by former officers, directors, and investors of Paragon Group, Inc., which we acquired in 1997. Each common limited partnership unit is redeemable for one common share of Camden Property Trust or cash at our election. Holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns Camden Operating common limited partnership units.
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At December 31, 2020, approximately
31
% of our consolidated multifamily apartment homes were held in Camden Summit Partnership, L.P. (the “Camden Summit Partnership”). Camden Summit Partnership has
22.8
million outstanding common limited partnership units and as of December 31, 2020, we held approximately
95
% of the outstanding common limited partnership units and the sole
1
% general partnership interest of Camden Summit Partnership. The remaining common limited partnership units, comprising approximately
0.9
million units, are primarily held by former officers, directors, and investors of Summit Properties Inc., which we acquired in 2005. Each common limited partnership unit is redeemable for one common share of Camden Property Trust or cash at our election and holders of common limited partnership units are not entitled to rights as shareholders prior to redemption of their common limited partnership units. No member of our management owns Camden Summit Partnership common limited partnership units, and one of our trust managers owns Camden Summit Partnership common limited partnership units.
We have Tax Protection Agreements, as amended, protecting the negative tax capital of certain holders of common units of limited partnership interest in the Camden Summit Partnership, which holders includes one of our Trust Managers as of December 31, 2020. The negative tax capital accounts of these certain unitholders totaled approximately $
26.0
million in the aggregate as of December 31, 2020. In October 2020, we entered into a $
40.0
million two-year unsecured floating rate term loan with an unrelated third party which supports the negative tax capital accounts. See Note 9, "Notes Payable", for a further discussion about this transaction.
6. 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 operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level.
We have recorded income, franchise, and excise taxes in the consolidated statements of income and comprehensive income for the years ended December 31, 2020, 2019 and 2018 as income tax expense. Income taxes for the years ended December 31, 2020, 2019 and 2018, primarily related to state income tax and federal taxes on certain of our taxable REIT subsidiaries. We have
no
significant temporary or permanent differences or tax credits associated with our taxable REIT subsidiaries.
For income tax purposes, distributions to common shareholders are characterized as ordinary income, capital gains, or return of capital.
A summary of the income tax characterization of our distributions paid per common share for the years ended December 31, 2020, 2019 and 2018 is set forth in the following table:
Year Ended December 31,
2020
2019
2018
Common Share Distributions
Ordinary income
$
3.22
$
2.53
$
2.99
Long-term capital gain
0.04
0.46
0.09
Return of capital
0.06
—
—
Unrecaptured Sec. 1250 gain
—
0.21
—
Total
$
3.32
$
3.20
$
3.08
We have taxable REIT subsidiaries which are subject to federal and state income taxes. At December 31, 2020, our taxable REIT subsidiaries had immaterial net operating loss carryforwards (“NOL’s”) related to 2017 and prior which expire in years 2034 to 2037 and no material benefits related to these NOL’s have been recognized in our consolidated financial statements. In accordance with the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") which was enacted in March 2020, 100% of NOL's are allowed to offset taxes in 2020, however, usage of any NOLs during 2021 and thereafter is limited to 80% of that year's taxable income. No material benefits related to NOLs were recognized in our 2020 consolidated financial statements.
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The carrying value of net assets reported in our consolidated financial statements at December 31, 2020 exceeded the tax basis by approximately $
1.4
billion.
Income Tax Expense
. We had income tax expense of approximately $
2.0
million, $
1.1
million and $
1.4
million for the tax years ended December 31, 2020, 2019 and 2018, respectively, which was comprised mainly of state income tax and federal income tax related to one of our taxable REIT subsidiaries.
Income Tax Expense – Deferred
. For the years ended December 31, 2020, 2019, and 2018, our deferred tax expense was not significant.
The income tax returns of Camden Property Trust and its subsidiaries are subject to examination by federal, state and local tax jurisdictions for years 2017 through 2019. Tax attributes generated in years prior to 2017 are also subject to challenge in any examination of those tax years. We believe we have
no
uncertain tax positions or unrecognized tax benefits requiring disclosure as of and for the periods presented.
The CARES Act was intended to support the economy during COVID-19 with technical corrections, or temporary modifications, to certain of the provisions of the Tax Cut and Jobs Act. These changes did not have a material impact on our consolidated financial statements.
7. Acquisitions and Dispositions
Asset Acquisition of Operating Properties.
We did not acquire any operating properties during the year ended December 31, 2020. In December 2019, we acquired
one
operating property comprised of
186
apartment homes in Raleigh, North Carolina for approximately $
75.1
million, and
one
operating property comprised of
552
apartment homes in Houston, Texas for approximately $
147.2
million. We also acquired
one
operating property comprised of
326
apartment homes located in Austin, Texas for approximately $
120.4
million in May 2019, and
one
operating property comprised of
316
apartment homes located in Scottsdale, Arizona for approximately $
97.1
million in February 2019.
In 2018, we acquired
one
operating property comprised of
299
apartment homes located in Orlando, Florida, for approximately $
89.8
million in September,
one
operating property comprised of
333
apartment homes located in Orlando, Florida, for approximately $
81.4
million in February and
one
operating property comprised of
358
apartment homes located in St. Petersburg, Florida, for approximately $
126.9
million in January.
Acquisitions of Land.
During the year ended December 31, 2020, we acquired approximately
4.1
acres of land in Durham, North Carolina for approximately $
27.6
million for the future development of approximately
354
apartment homes. We also 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.
In connection with the acquisition of the operating property in Houston, Texas in December 2019, we acquired approximately
2.3
acres of land adjacent to the operating property for approximately $
8.0
million for the future development of approximately
300
apartment homes. During the year-ended December 31, 2019, we also acquired approximately
11.6
acres of land in Tempe, Arizona for approximately $
18.0
million for the development of
397
apartment homes and approximately
4.3
acres of land in Charlotte, North Carolina for approximately $
10.9
million for the development of
387
apartment homes.
During the year ended December 31, 2018, we acquired approximately
1.8
acres of land in Orlando, Florida for approximately $
11.4
million for the development of a community with
360
apartment homes.
Land Holding Dispositions.
During the year ended December 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 and recognized a gain of $
0.4
million. During the year ended December 31, 2018, we sold approximately
14.1
acres of land adjacent to two development properties in Phoenix, Arizona for approximately $
11.5
million.
Sale of Operating Properties.
We did not sell any operating properties during the years ended December 31, 2020 or 2018. During the fourth quarter of 2019, we sold our remaining
three
operating properties in Corpus Christi, Texas. The operating properties sold included
two
consolidated communities comprised of
632
apartment homes and
one
joint venture community comprised of
270
apartment homes. The total net proceeds recognized from the disposition of the two consolidated communities was approximately $
69.4
million and we recognized a gain of approximately $
49.9
million. See Note 8, "Investments in Joint Ventures" for further discussion of the joint venture community.
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8. 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"). At December 31, 2020, 2019, and 2018, we had two discretionary investment funds in which we had an ownership interest of
31.3
% in each of these funds. In March 2015, we completed the formation of a third fund with an unaffiliated third party for additional multifamily investments of up to $
450.0
million. In June 2019, we amended the third fund's agreement, among other things, to reduce the investments from $
450.0
million to approximately $
360.0
million and increase our ownership interest from
20
% to
40
%. This third fund did not own any properties in 2020, 2019, or 2018. 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 sheet and statement of income data for the Funds as of and for the periods presented:
(in millions)
2020
2019
Total assets
$
691.5
$
685.0
Total third-party debt
509.1
496.9
Total equity
149.1
153.4
2020
2019
2018
Total revenues
(1)
$
128.5
$
131.7
$
127.4
Gain on sale of operating property
(2)
—
19.8
—
Net income
15.8
37.5
16.4
Equity in income
(3) (4)
8.1
14.8
7.8
(1)
Total revenues for the year ended December 31, 2020 includes approximately $1.3 million of Resident Relief Funds payments which was recorded as a reduction to property revenues.
(2)
In December 2019, one of the funds sold
one
operating property comprised of
270
apartment homes for approximately $
38.5
million.
(3)
Equity in income excludes our ownership interest of fee income from various services provided by us to the Funds.
(4)
Equity in income for the year ended December 31, 2020 includes our ownership interest of the Resident Relief Funds payments of approximately $0.4 million. Equity in income for the year ended December 31, 2019 includes our ownership interest of the gain on sale of the operating property of approximately $
6.2
million.
The Funds in which we have a partial interest have been funded in part with secured third-party debt. As of December 31, 2020, 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 joint ventures in which we own an equity interest and may earn a promoted equity interest if certain thresholds are met. We eliminate fee income for services provided to these joint ventures to the extent of our ownership. Fees earned for these services, net of eliminations, were approximately $
7.6
million, $
6.8
million, and $
5.7
million for the years ended December 31, 2020, 2019, and 2018, respectively.
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9. Notes Payable
The following is a summary of our indebtedness:
December 31,
(in millions)
2020
2019
Commercial banks
Unsecured credit facility
$
—
$
44.0
1.85% Term loan, due 2022
39.7
99.7
$
39.7
$
143.7
Senior unsecured notes
3.15% Notes, due 2022
$
348.6
$
348.0
5.07% Notes, due 2023
248.9
248.4
4.36% Notes, due 2024
249.2
249.0
3.68% Notes, due 2024
248.4
248.0
3.74% Notes, due 2028
397.3
396.7
3.67% Notes, due 2029
(1)
594.3
593.7
2.91% Notes, due 2030
743.5
—
3.41% Notes, due 2049
296.7
296.6
$
3,126.9
$
2,380.4
Total notes payable
(2)
$
3,166.6
$
2,524.1
(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 $
23.4
million and $
19.9
million are included in senior unsecured notes payable as of December 31, 2020 and 2019, 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 December 31, 2020 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 December 31, 2020, we had
no
borrowings outstanding on our $
900
million credit facility and we had outstanding letters of credit totaling approximately $
12.0
million, leaving approximately $
888.0
million available under our credit facility.
In April 2020, we issued $
750
million aggregate principal amount of
2.80
% senior unsecured notes due May 15, 2030 (the "2030 Notes") under our then-existing shelf registration statement. The 2030 Notes were offered to the public at
99.929
% of their face amount with a stated rate of
2.80
%. We received net proceeds of approximately $
743.1
million, net of underwriting discounts and other estimated offering expenses. After giving effect to net underwriting discounts and other estimated offering expenses, the effective annual interest rate on the 2030 Notes is approximately
2.91
%. Interest on the 2030 Notes is payable semi-annually on May 15 and November 15, beginning November 15, 2020. We may redeem the 2030 Notes, in whole or in part, at any time at a redemption price equal to the principal amount and accrued interest of the notes being redeemed, plus a make-whole provision. If, however, we redeem the 2030 Notes within three months of the maturity date, the redemption price will equal 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to the redemption date. The 2030 Notes are direct, senior unsecured obligations and rank equally with all of our other unsecured and unsubordinated indebtedness. We used the proceeds from the offering of the 2030 Notes to repay outstanding balances on our unsecured line of credit and intend to use the remaining balance for general corporate purposes which may include property acquisitions and development in the ordinary course of business, capital expenditures, and working capital where appropriate.
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Table of Contents
In October 2020, we entered into a $
40
million two-year unsecured floating rate term loan with an unrelated third party. The interest rate on the term loan is based on LIBOR plus a base rate. Also in October 2020, we used the net proceeds from the $
40
million term loan together with cash on hand to repay the $
100.0
million unsecured term loan which was scheduled to mature in 2022. As a result of the early repayment, we expensed approximately $0.2 million of unamortized loan costs, which are reflected in the loss on early retirement of debt in our consolidated statements of income and comprehensive income.
In October 2019, we used the net proceeds from the 2049 Notes, together with cash on hand, to fund the early redemption of all of the $
250
million aggregate principal amount of our
4.78
% effective rate Senior Notes due 2021, plus a make-whole premium and accrued and unpaid interest to the date of redemption, and to prepay all of the approximately $
45.3
million aggregate principal amount of our
4.38
% secured conventional mortgage note due 2045, plus a prepayment premium and interest to the date of repayment. In connection with these transactions, we recorded an approximate
12.0
million loss on early retirement of debt in the fourth quarter of 2019.
At December 31, 2020, we had $
39.7
million outstanding floating rate debt with a weighted average interest rate of approximately
1.9
%. At December 31, 2019, we had outstanding floating rate debt of approximately $
143.7
million which included amounts borrowed under our unsecured credit facility with a weighted average interest rate of approximately
2.7
%.
Our indebtedness had a weighted average maturity of
8.4
years at December 31, 2020.
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 December 31, 2020:
(in millions) (1)
Amount
(2)
Weighted Average
Interest Rate
(3)
2021
$
(
3.7
)
—
%
2022
386.3
3.0
%
2023
247.3
5.1
2024
497.9
4.0
2025
(
1.8
)
—
Thereafter
2,040.6
3.4
Total
$
3,166.6
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.
10. 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 principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. 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. See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements" for a further discussion of derivative financial instruments.
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 and caps 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. Interest rate caps involve the receipt of variable rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium.
Designated Hedges.
The gain or loss on the 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 presented in the same line item as the earnings effect of the hedged item.
In connection with the issuance of our
3.74
% Notes due 2028 in October 2018, we settled an aggregate of $
400.0
million forward interest rate swap designated hedges resulting in a cash receipt of approximately $
15.9
million which was recorded in accumulated other comprehensive income on our consolidated balance sheets and will be recognized over the 10-year life of the issued debt as an adjustment to interest expense. In connection with the 2029 Notes issued in June 2019, we settled all of our remaining outstanding forward interest rate swaps with a total notional value of $
300.0
million resulting in a net cash payment of approximately $
20.4
million. Amounts in other comprehensive income associated with the settled forward interest rate swaps of our 3.67% Notes will be reclassified to interest expense through 2026. As of December 31, 2020, the
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amount we expect to be reclassified into earnings in the next 12 months as an increase to interest expense is approximately $
1.3
million. At December 31, 2020 and 2019, we did not have any designated hedges outstanding.
Non-Designated Hedges.
Derivatives are not entered into for trading or speculative purposes and are used to manage our exposure to interest rate movements and other identified risks. Our non-designated hedges are either specifically non-designated by management or do not meet strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings in interest and other income. At December 31, 2020 and 2019, we did not have any non-designated hedges outstanding.
The table below presents the effect of our derivative financial instruments in the consolidated statements of income and comprehensive income for the years ended
December 31, 2020,
2019, and 2018:
(in millions)
Unrealized Gain (Loss)
Recognized in Other
Comprehensive Income
(“OCI”) on Derivatives
Location of Gain (Loss)
Reclassified from
Accumulated OCI into Income
Amount of Gain (Loss)
Reclassified from
Accumulated OCI
into Income
Derivatives in Cash Flow Hedging Relationships
2020
2019
2018
2020
2019
2018
Interest Rate Swaps
$
—
$
(
13.0
)
$
6.8
Interest expense
$
(
1.3
)
$
0.1
0.4
11. Share-based Compensation and Benefit Plans
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 the Company’s shareholders. The shares available for awards under the 2018 Share Plan are, subject to certain other limits under the plan, generally available for any type of award authorized under the 2018 Share Plan, including stock options, stock appreciation rights, restricted stock awards, stock bonuses and other stock-based awards. Persons eligible to receive awards under the 2018 Share Plan include officers and employees of the Company or any of its subsidiaries, Trust Managers of the Company, and certain consultants and advisors to the Company or any of its subsidiaries. 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 set forth 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 December 31, 2020, there were approximately
7.0
million common shares available under the 2018 Share Plan, which would result in approximately
2.0
million shares which could be granted pursuant to full value awards conversion ratios as defined under the plan.
Total compensation cost for option and share awards charged against income was approximately $
15.3
million, $
16.8
million, and $
17.8
million for 2020, 2019 and 2018, respectively. Total capitalized compensation cost for option and share awards was approximately $
3.4
million for each of the years ended December 31, 2020 and 2019, and was approximately $
3.0
million for the year ended December 31, 2018.
A summary of activity under our share incentive plans for the year ended December 31, 2020 is shown below:
Nonvested
Share
Awards
Outstanding
Weighted
Average
Exercise /
Grant Price
Nonvested share awards outstanding at December 31, 2019
264,654
$
90.44
Granted
181,298
113.46
Exercised/Vested
(
196,464
)
95.12
Forfeited
(
9,760
)
103.61
Total nonvested share awards outstanding at December 31, 2020
239,728
$
103.48
Options.
Stock options other than reload options have a contractual life of ten years and vest over periods up to
three years
. Reload options vest at the grant date. Reload options granted in 2018 were for the number of shares tendered as payment for the exercise price upon the exercise of the option with a reload provision. The reload options granted in 2018 had an exercise price equal to the fair market value of a common share on the date of grant and expired on the same date as the original options which were exercised. None of our current incentive compensation plans carry reload option rights, and all of our obligations relating to reload options were satisfied as of December 31, 2019. Expense for stock options is based on grant date fair value and recognized on a straight-line method over the vesting period.
We estimated the fair values of each option award on the date of grant using the Black-Scholes option pricing model. There were no options granted in the years ended December 31, 2020 or 2019.
The weighted-average fair value of reload stock options granted during the year ended December 31, 2018 and the weighted-average assumptions for such grants were as follows:
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Year Ended
December 31, 2018
Weighted average fair value of options granted
$
4.11
Expected volatility
15.1
%
Risk-free interest rate
2
%
Expected dividend yield
3.3
%
Expected life
1
year
Our computations of expected volatility for 2018 was based on the historical volatility of our common shares over a time period equal to the expected life of the option and ending on the grant date, and the interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield on our common shares was based on the historical dividend yield over the expected term of the options granted. Our computation of expected life was based upon historical experience of similar awards, giving consideration to the contractual terms of the share-based awards.
The total intrinsic value of options exercised was approximately $
2.0
million during the year ended December 31, 2018. At December 31, 2020 and December 2019, there were no unrecognized compensation costs related to unvested options and there were no options outstanding.
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.
At December 31, 2020, 2019 and 2018, the weighted average fair value of share awards granted was $
113.46
, $
98.84
and $
82.81
, respectively. The total fair value of shares vested during the years ended December 31, 2020, 2019 and 2018 was approximately $
18.7
million, $
25.5
million, and $
24.0
million, respectively. At December 31, 2020, the unamortized value of previously issued unvested share awards was approximately $
12.9
million which is expected to be amortized over the next
two years
.
Employee Share Purchase Plan (“ESPP”).
In May 2018, our shareholders approved the 2018 Employee Share Purchase Plan (the "2018 ESPP") which amends and restates our 1999 Employee Share Purchase Plan (the "1999 ESPP") effective with the offering period commencing in June 2018. Under the 2018 ESPP, we may issue up to a total of approximately
500,000
common shares. The 2018 ESPP permits eligible employees to purchase our common shares either through payroll deductions or through semi-annual contributions. Each offering period has a six month duration commencing in June and December for which shares may be purchased at
85
% of the market value, as defined on the first or last day of the offering period, whichever price is lower. We currently use treasury shares to satisfy ESPP share requirements. Each participant must hold the shares purchased for nine months in order to receive the discount, and a participant may not purchase more than $
25,000
in value of shares during any plan year, as defined.
The following table presents information related to our ESPP:
2020
2019
2018
Shares purchased
22,496
22,032
15,330
Weighted average fair value of shares purchased
$
95.97
$
105.93
$
90.93
Expense recorded (in millions)
$
0.3
$
0.4
$
0.2
Rabbi Trust.
We established a rabbi trust for a select group of participants in which share awards granted under the share incentive plan and salary and other cash amounts earned may be deposited. The rabbi trust was only in use for deferrals made prior to 2005, including bonuses related to service in 2004 but paid in 2005. The rabbi trust was an irrevocable trust and no portion of the trust fund may be used for any purpose other than the delivery of those assets to the participants. The assets held in the rabbi trust are subject to the claims of our general creditors in the event of bankruptcy or insolvency.
The value of the assets of the rabbi trust is consolidated into our financial statements. Granted share awards held by the rabbi trust are classified in equity in a manner similar to the manner in which treasury stock is accounted. Subsequent changes in the fair value of the shares are not recognized. The deferred compensation obligation is classified as an equity instrument and changes in the fair value of the amount owed to the participant are not recognized. At December 31, 2020 and 2019, approximately
1.4
million share awards were held in the rabbi trust. Additionally, as of December 31, 2020 and 2019, the rabbi trust held trading securities totaling approximately $
11.3
million and $
12.5
million, respectively, which represents cash
F-22
Table of Contents
deferrals made by plan participants. Market value fluctuations on these trading securities are recognized in income in accordance with GAAP and the liability due to participants is adjusted accordingly.
At December 31, 2020 and 2019, approximately $
16.5
million and $
17.3
million, respectively, was required to be paid to us by plan participants upon the withdrawal of any assets from the rabbi trust, and is included in “Accounts receivable-affiliates” in our consolidated financial statements.
Non-Qualified Deferred Compensation.
In 2004, we established a Non-Qualified Deferred Compensation Plan which is an unfunded arrangement established and maintained primarily for the benefit of a select group of participants. Eligible participants commence participation in this plan on the date the deferral election first becomes effective. We credit to the participant's account an amount equal to the amount designated as the participant's deferral for the plan year as indicated in the participant's deferral election(s). Any modification to or termination of the plan will not reduce a participant's right to any vested amounts already credited to his or her account. Approximately
0.9
million and
0.8
million share awards were held in the plan at December 31, 2020 and 2019, respectively. Additionally, as of December 31, 2020 and 2019, the plan held trading securities totaling approximately $
118.5
million and $
139.3
million, respectively, which represents cash deferrals made by plan participants and diversification of share awards within the plan to trading securities. Market value fluctuations on these trading securities are recognized in income in accordance with GAAP and the liability due to participants is adjusted accordingly. The assets held in the Non-Qualified Deferred Compensation Plan are subject to the claims of our general creditors in the event of bankruptcy or insolvency.
The Non-Qualified Deferred Compensation Plan previously permitted participants in the plan to diversify their shares into other equity securities subject to a six-month holding period. In December 2018, the plan was amended and restated and effective January 1, 2019 participants in the Non-Qualified Deferred Compensation Plan were no longer able to diversify their common shares; accordingly, the fully vested share awards and the proportionate share of nonvested share awards previously eligible for diversification were reclassified on the effective date from temporary equity into additional paid-in capital in our consolidated balance sheet.
The following table summarizes the eligible share award activity for the year ended December 31, 2018, prior to the amendment effective January 1, 2019:
(in thousands)
2018
Temporary equity:
Balance at beginning of period
$
77,230
Change in classification
16,407
Change in redemption value
(
669
)
Diversification of share awards (429 shares during December 31, 2018)
(
40,294
)
Balance at December 31, 2018
$
52,674
401(k) Savings Plan.
We have a 401(k) savings plan which is a voluntary defined contribution plan, and provides participating employees the ability to elect to contribute up to 60 percent of eligible compensation, subject to limitations as defined by the federal tax code, with the Company making matching contributions up to a predetermined limit. The matching contributions made for the years ended December 31, 2020, 2019, and 2018 were approximately $
3.4
million, $
3.1
million
, and
$
2.9
million
, respectively
. Employees become vested in our matching contributions 33% after one year of service, 67% after two years of service and 100% after three years of service.
F-23
Table of Contents
12. Fair Value Measurements
Recurring Fair Value Disclosures.
The following table presents information about our financial instruments measured at fair value on a recurring basis as of December 31, 2020 and 2019 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
December 31, 2020
December 31, 2019
(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)
$
129.8
$
—
$
—
$
129.8
$
151.8
$
—
$
—
$
151.8
(1)
Approximately $
37.8
million and $
18.0
million of participant cash was withdrawn from our deferred compensation plan investments during the years ended December 31, 2020 and 2019, respectively.
Nonrecurring Fair Value Disclosures.
The nonrecurring fair value disclosures inputs under the fair value hierarchy are discussed in Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements.” We had no asset acquisitions of operating properties during the year ended December 31, 2020 and
four
asset acquisitions of operating properties during the year ended December 31, 2019. We recorded the real estate assets and identifiable above and below market and in-place leases at their relative fair values based upon methods similar to those used by independent appraisers of income producing properties. The fair value measurements associated with the valuation of these acquired assets represent Level 3 measurements within the fair value hierarchy. See Note 7, "Acquisitions and Dispositions" for a further discussion about these acquisitions.
Financial Instrument Fair Value Disclosures.
The following table presents the carrying and estimated fair values of our notes payable at December 31, 2020 and 2019, in accordance with the policies discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."
December 31, 2020
December 31, 2019
(in millions)
Carrying
Value
Estimated
Fair Value
Carrying
Value
Estimated
Fair Value
Fixed rate notes payable
$
3,126.9
$
3,519.9
$
2,380.4
$
2,533.5
Floating rate notes payable
(1)
39.7
40.0
143.7
143.8
(1)
Includes balances outstanding under our unsecured credit facility at December 31, 2019.
13. Net Change in Operating Accounts
The effect of changes in the operating accounts and other on cash flows from operating activities is as follows:
Year Ended December 31,
(in thousands)
2020
2019
2018
Change in assets:
Other assets, net
$
(
5,235
)
$
(
6,976
)
$
10,364
Change in liabilities:
Accounts payable and accrued expenses
(
62
)
19,713
(
4,133
)
Accrued real estate taxes
11,745
(
1,014
)
1,910
Other liabilities
997
23,119
(
1,486
)
Other
2,060
3,252
2,898
Change in operating accounts and other
$
9,505
$
38,094
$
9,553
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Table of Contents
14. Commitments and Contingencies
Construction Contracts.
As of December 31, 2020, we estimate the additional cost to complete the
seven
consolidated projects currently under construction to be approximately $
325.4
million. We expect to fund this amount through a combination of one or more of the following: cash flows generated from operations, draws on our unsecured credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM programs, other unsecured borrowings or secured mortgages.
Litigation
. We are subject to various legal proceedings and claims which arise in the ordinary course of business. Matters which arise out of allegations of bodily injury, property damage, and employment practices are generally covered by insurance. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on our consolidated financial statements.
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 December 31, 2020, we had approximately $
1.4
million earnest money deposits, of which $
0.8
million was non-refundable, for potential acquisitions of operating properties and land and are included in other assets, net in our consolidated balance sheet.
Lease Commitments.
Substantially all of our operating leases recorded in our consolidated balance sheets are related to office facility leases. We had no significant changes to our lessee lease commitments for the year ended December 31, 2020. 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 ("ROU") 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.
The following is a summary of our operating lease related information:
($ in millions)
As of December 31,
Balance sheet
Classification
2020
2019
Right-of-use assets, net
Other assets, net
$
9.2
$
10.6
Operating lease liabilities
Other liabilities
$
13.0
$
15.0
($ in millions)
Year ended
Statement of income and comprehensive income
Classification
2020
2019
Rent expense related to operating lease liabilities
General and administrative expenses and property management expenses
$
3.0
$
2.9
Variable lease expense
General and administrative expenses and property management expenses
1.3
1.4
Total lease expense
$
4.3
$
4.3
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Table of Contents
($ in millions)
Year ended
Statement of cash flows
Classification
2020
2019
Cash flows from operating leases
Net cash from operating activities
$
3.3
$
3.1
Supplemental lease information
Weighted average remaining lease term (years)
4.4
5.3
Weighted average discount rate - operating leases
(1)
4.8
%
4.9
%
(1)
We use a secured incremental borrowing rate, as defined by ASC 842 based on an estimated secured rate with applicable adjustments, as most of our lease contracts do not provide a readily determinable implicit rate.
The following is a summary of our maturities of our lease liabilities as of
December 31, 2020:
(in millions)
Year ended December 31,
Operating Leases
2021
$
3.5
2022
3.1
2023
3.0
2024
2.8
2025
2.0
Thereafter
0.1
Less: discount for time value
(
1.5
)
Lease liability as of December 31, 2020
$
13.0
Prior to our adoption of ASU 2016-02 on January 1, 2019, rental expense for the year ended December 31, 2018 was approximately $
3.8
million. Minimum annual rental commitments as of December 31, 2018 for the years ending December 31, 2019 through 2023 were approximately $
2.9
million, $
3.0
million, $
3.1
million, $
2.7
million and $
2.6
million, respectively, and approximately $
4.5
million in the aggregate thereafter.
Investments in Joint Ventures.
We have entered into, and may continue in the future to enter into, joint ventures or partnerships (including 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 or partnership. 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 or partnership, 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 or partnership 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 or partnership. Investments in joint ventures or partnerships are not limited to a specified percentage of our assets. Each joint venture or partnership agreement is individually negotiated, and our ability to operate or dispose of land or of a community in our sole discretion may be limited to varying degrees in our existing joint venture agreements and may be limited to varying degrees depending on the terms of future joint venture agreements.
Employment Agreements.
At December 31, 2020, we had employment agreements with 12 of our senior officers, the terms of which expire at various times through August 20, 2021. Such agreements provide for minimum salary levels as well as various incentive compensation arrangements, which are payable based on the attainment of specific goals. The agreements also provide for severance payments plus a gross-up payment if certain situations occur, such as termination without cause or a change of control. In the case of 9 of the agreements, the severance payment equals one times the respective current annual base salary in the case of termination without cause and 2.99 times the respective average annual base salary over the previous three fiscal years in the case of a change of control and a termination of employment or a material adverse change in the scope of their duties. In the case of one agreement, the severance payment equals one times the respective current annual base salary for termination without cause and 2.99 times the greater of current gross income or average gross income over the previous three fiscal years in the case of a change of control. In the case of the other two agreements, the severance payment generally equals 2.99 times the respective average annual compensation over the previous three fiscal years in connection with, among other things, a termination without cause or a change of control, and the officer would be entitled to receive continuation and vesting of certain benefits in the case of such termination.
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Table of Contents
Camden Property Trust
Real Estate and Accumulated Depreciation
As of December 31, 2020
(in thousands)
Schedule III
Initial Cost
Total Cost
Land
Building/
Construction
in Progress &
Improvements
Cost
Subsequent to
Acquisition/
Construction
Land
Building/
Construction
in Progress &
Improvements
Total
Accumulated
Depreciation
Total Cost,
Net of
Accumulated
Depreciation
Year of
Completion/
Acquisition
Current communities
(1)
:
ARIZONA
Phoenix/Scottsdale
Camden Chandler
$
5,511
$
62,429
$
753
$
5,511
$
63,182
$
68,693
$
14,121
$
54,572
2016
Camden Copper Square
4,825
23,672
9,561
4,825
33,233
38,058
21,673
16,385
2000
Camden Foothills
11,006
33,712
458
11,006
34,170
45,176
8,618
36,558
2014
Camden Legacy
4,068
26,612
21,934
4,068
48,546
52,614
31,381
21,233
1998
Camden Montierra
13,687
31,727
6,195
13,687
37,922
51,609
12,158
39,451
2012
Camden North End I
16,108
82,620
160
16,108
82,780
98,888
13,887
85,001
2019
Camden Old Town Scottsdale
23,227
71,784
2,749
23,227
74,533
97,760
9,584
88,176
2019
Camden Pecos Ranch
3,362
24,492
6,299
3,362
30,791
34,153
11,785
22,368
2012
Camden San Marcos
11,520
35,166
6,737
11,520
41,903
53,423
13,809
39,614
2012
Camden San Paloma
6,480
23,045
11,854
6,480
34,899
41,379
20,795
20,584
2002
Camden Sotelo
3,376
30,576
1,962
3,376
32,538
35,914
8,630
27,284
2013
Camden Tempe (2)
9,248
35,254
771
9,248
36,025
45,273
8,532
36,741
2015
CALIFORNIA
Los Angeles/Orange County
Camden Crown Valley
9,381
54,210
13,082
9,381
67,292
76,673
39,866
36,807
2001
Camden Glendale
21,492
96,158
732
21,492
96,890
118,382
21,152
97,230
2015
Camden Harbor View
16,079
127,459
39,171
16,079
166,630
182,709
79,336
103,373
2003
Camden Main and Jamboree
17,363
75,387
3,129
17,363
78,516
95,879
25,841
70,038
2008
Camden Martinique
28,401
51,861
30,528
28,401
82,389
110,790
52,954
57,836
1998
Camden Sea Palms
4,336
9,930
9,082
4,336
19,012
23,348
11,732
11,616
1998
The Camden
18,286
118,730
377
18,286
119,107
137,393
23,120
114,273
2016
San Diego/Inland Empire
Camden Landmark
17,339
71,315
4,351
17,339
75,666
93,005
22,122
70,883
2012
Camden Old Creek
20,360
71,777
9,796
20,360
81,573
101,933
35,368
66,565
2007
Camden Sierra at Otay Ranch
10,585
49,781
14,183
10,585
63,964
74,549
32,621
41,928
2003
Camden Tuscany
3,330
36,466
8,594
3,330
45,060
48,390
23,277
25,113
2003
Camden Vineyards
4,367
28,494
5,550
4,367
34,044
38,411
19,340
19,071
2002
COLORADO
Denver
Camden Belleview Station
8,091
44,003
8,474
8,091
52,477
60,568
14,388
46,180
2012
Camden Caley
$
2,047
$
17,445
$
11,980
$
2,047
$
29,425
$
31,472
$
17,033
$
14,439
2000
Camden Denver West
6,396
51,552
13,376
6,396
64,928
71,324
19,601
51,723
2012
Camden Flatirons
6,849
72,631
1,244
6,849
73,875
80,724
18,465
62,259
2015
Camden Highlands Ridge
2,612
34,726
23,709
2,612
58,435
61,047
34,607
26,440
1996
Camden Interlocken
5,293
31,612
20,839
5,293
52,451
57,744
31,535
26,209
1999
Camden Lakeway
3,915
34,129
28,057
3,915
62,186
66,101
38,614
27,487
1997
Camden Lincoln Station
4,648
51,762
515
4,648
52,277
56,925
9,960
46,965
2017
Camden RiNo
15,989
62,868
—
15,989
62,868
78,857
2,399
76,458
2020
WASHINGTON DC METRO
Camden Ashburn Farm
4,835
22,604
6,316
4,835
28,920
33,755
14,082
19,673
2005
Camden College Park
16,409
91,503
8,253
16,409
99,756
116,165
32,039
84,126
2008
Camden Dulles Station
10,807
61,548
12,108
10,807
73,656
84,463
27,856
56,607
2008
Camden Fair Lakes
15,515
104,223
14,790
15,515
119,013
134,528
57,384
77,144
2005
Camden Fairfax Corner
8,484
72,953
11,140
8,484
84,093
92,577
39,342
53,235
2006
Camden Fallsgrove
9,408
43,647
6,683
9,408
50,330
59,738
24,807
34,931
2005
Camden Grand Parc
7,688
35,900
4,977
7,688
40,877
48,565
18,742
29,823
2005
Camden Lansdowne
15,502
102,267
27,898
15,502
130,165
145,667
61,283
84,384
2005
Camden Largo Town Center
8,411
44,163
5,074
8,411
49,237
57,648
23,359
34,289
2005
Camden Monument Place
9,030
54,089
9,600
9,030
63,689
72,719
25,689
47,030
2007
Camden NoMa
19,442
82,306
776
19,442
83,082
102,524
22,724
79,800
2014
Camden NoMa II
17,331
91,211
166
17,331
91,377
108,708
25,714
82,994
2017
Camden Potomac Yard
16,498
88,317
15,059
16,498
103,376
119,874
39,770
80,104
2008
Camden Roosevelt
11,470
45,785
7,065
11,470
52,850
64,320
23,892
40,428
2005
Camden Russett
13,460
61,837
8,442
13,460
70,279
83,739
33,871
49,868
2005
Camden Shady Grove
24,177
89,820
342
24,177
90,162
114,339
21,123
93,216
2018
Camden Silo Creek
9,707
45,301
9,538
9,707
54,839
64,546
25,354
39,192
2005
Camden Washingtonian
13,512
75,134
70
13,512
75,204
88,716
12,209
76,507
2018
FLORIDA
Southeast Florida
Camden Aventura
12,185
47,616
15,563
12,185
63,179
75,364
32,596
42,768
2005
Camden Boca Raton
2,201
50,057
721
2,201
50,778
52,979
12,412
40,567
2014
Camden Brickell
14,621
57,031
35,211
14,621
92,242
106,863
42,270
64,593
2005
Camden Doral
10,260
40,416
8,224
10,260
48,640
58,900
24,218
34,682
2005
Camden Doral Villas
6,476
25,543
8,210
6,476
33,753
40,229
17,672
22,557
2005
Camden Las Olas
12,395
79,518
31,588
12,395
111,106
123,501
50,458
73,043
2005
Camden Plantation
6,299
77,964
16,862
6,299
94,826
101,125
44,773
56,352
2005
Camden Portofino
$
9,867
$
38,702
$
11,171
$
9,867
$
49,873
$
59,740
$
24,477
$
35,263
2005
Orlando
Camden Hunter's Creek
4,156
20,925
6,990
4,156
27,915
32,071
14,517
17,554
2005
Camden Lago Vista
3,497
29,623
6,651
3,497
36,274
39,771
18,649
21,122
2005
Camden LaVina
12,907
42,617
1,714
12,907
44,331
57,238
14,767
42,471
2012
Camden Lee Vista
4,350
34,643
15,586
4,350
50,229
54,579
28,486
26,093
2000
Camden North Quarter
9,990
68,471
1,372
9,990
69,843
79,833
12,524
67,309
2018
Camden Orange Court
5,319
40,733
4,298
5,319
45,031
50,350
18,787
31,563
2008
Camden Thornton Park
11,711
74,628
2,677
11,711
77,305
89,016
10,633
78,383
2018
Camden Town Square
13,127
45,997
1,509
13,127
47,506
60,633
14,502
46,131
2012
Camden World Gateway
5,785
51,821
9,172
5,785
60,993
66,778
29,826
36,952
2005
Tampa/St. Petersburg
Camden Bay
7,450
63,283
30,526
7,450
93,809
101,259
52,322
48,937
1998/2002
Camden Montague
3,576
16,534
1,041
3,576
17,575
21,151
5,954
15,197
2012
Camden Pier District
16,704
105,383
1,496
16,704
106,879
123,583
19,447
104,136
2018
Camden Preserve
1,206
17,982
13,397
1,206
31,379
32,585
20,879
11,706
1997
Camden Royal Palms
2,147
38,339
4,787
2,147
43,126
45,273
18,719
26,554
2007
Camden Westchase Park
11,955
36,254
1,267
11,955
37,521
49,476
11,743
37,733
2012
GEORGIA
Atlanta
Camden Brookwood
7,174
31,984
14,571
7,174
46,555
53,729
22,761
30,968
2005
Camden Buckhead Square
13,200
43,785
1,312
13,200
45,097
58,297
6,976
51,321
2017
Camden Creekstone
5,017
19,912
5,784
5,017
25,696
30,713
8,458
22,255
2012
Camden Deerfield
4,895
21,922
12,895
4,895
34,817
39,712
17,201
22,511
2005
Camden Dunwoody
5,290
23,642
10,388
5,290
34,030
39,320
18,313
21,007
2005
Camden Fourth Ward
10,477
51,258
1,948
10,477
53,206
63,683
13,726
49,957
2014
Camden Midtown Atlanta
6,196
33,828
11,848
6,196
45,676
51,872
23,659
28,213
2005
Camden Paces
15,262
102,521
1,597
15,262
104,118
119,380
26,304
93,076
2015
Camden Peachtree City
6,536
29,063
9,033
6,536
38,096
44,632
19,559
25,073
2005
Camden Shiloh
4,181
18,798
6,492
4,181
25,290
29,471
13,746
15,725
2005
Camden St. Clair
7,526
27,486
9,090
7,526
36,576
44,102
19,637
24,465
2005
Camden Stockbridge
5,071
22,693
5,789
5,071
28,482
33,553
14,670
18,883
2005
Camden Vantage
11,787
68,822
10,630
11,787
79,452
91,239
21,013
70,226
2013
NORTH CAROLINA
Charlotte
Camden Ballantyne
$
4,503
$
30,250
$
10,512
$
4,503
$
40,762
$
45,265
$
21,701
$
23,564
2005
Camden Cotton Mills
4,246
19,147
7,938
4,246
27,085
31,331
14,770
16,561
2005
CoWork by Camden
814
3,422
24
814
3,446
4,260
428
3,832
2019
Camden Dilworth
516
16,633
4,820
516
21,453
21,969
9,736
12,233
2006
Camden Fairview
1,283
7,223
4,933
1,283
12,156
13,439
7,198
6,241
2005
Camden Foxcroft
1,408
7,919
5,158
1,408
13,077
14,485
7,619
6,866
2005
Camden Foxcroft II
1,152
6,499
3,983
1,152
10,482
11,634
5,627
6,007
2005
Camden Gallery
7,930
51,957
967
7,930
52,924
60,854
10,823
50,031
2017
Camden Grandview
7,570
33,859
14,721
7,570
48,580
56,150
24,553
31,597
2005
Camden Grandview II
4,617
17,852
86
4,617
17,938
22,555
2,151
20,404
2019
Camden Sedgebrook
5,266
29,211
8,851
5,266
38,062
43,328
20,286
23,042
2005
Camden South End
6,625
29,175
16,872
6,625
46,047
52,672
22,233
30,439
2005
Camden Stonecrest
3,941
22,021
7,713
3,941
29,734
33,675
16,079
17,596
2005
Camden Touchstone
1,203
6,772
4,101
1,203
10,873
12,076
6,238
5,838
2005
Raleigh
Camden Carolinian
14,765
56,674
710
14,765
57,384
72,149
3,536
68,613
2019
Camden Crest
4,412
31,108
8,522
4,412
39,630
44,042
19,295
24,747
2005
Camden Governor's Village
3,669
20,508
8,108
3,669
28,616
32,285
14,146
18,139
2005
Camden Lake Pine
5,746
31,714
15,747
5,746
47,461
53,207
24,639
28,568
2005
Camden Manor Park
2,535
47,159
12,352
2,535
59,511
62,046
26,958
35,088
2006
Camden Overlook
4,591
25,563
10,955
4,591
36,518
41,109
20,155
20,954
2005
Camden Reunion Park
2,931
18,457
11,917
2,931
30,374
33,305
16,168
17,137
2005
Camden Westwood
4,567
25,519
10,304
4,567
35,823
40,390
17,997
22,393
2005
TEXAS
Austin
Camden Cedar Hills
2,684
20,931
4,520
2,684
25,451
28,135
10,403
17,732
2008
Camden Gaines Ranch
5,094
37,100
11,274
5,094
48,374
53,468
25,261
28,207
2005
Camden Huntingdon
2,289
17,393
11,233
2,289
28,626
30,915
21,695
9,220
1995
Camden La Frontera
3,250
32,376
872
3,250
33,248
36,498
8,815
27,683
2015
Camden Lamar Heights
3,988
42,773
1,025
3,988
43,798
47,786
11,477
36,309
2015
Camden Rainey Street
30,044
85,477
1,783
30,044
87,260
117,304
8,397
108,907
2019
Camden Stoneleigh
3,498
31,285
9,372
3,498
40,657
44,155
20,705
23,450
2006
Dallas/Fort Worth
Camden Addison
$
11,516
$
29,332
$
9,493
$
11,516
$
38,825
$
50,341
$
15,406
$
34,935
2012
Camden Belmont
12,521
61,522
7,295
12,521
68,817
81,338
20,709
60,629
2012
Camden Buckingham
2,704
21,251
12,005
2,704
33,256
35,960
23,104
12,856
1997
Camden Centreport
1,613
12,644
7,708
1,613
20,352
21,965
13,890
8,075
1997
Camden Cimarron
2,231
14,092
9,005
2,231
23,097
25,328
18,002
7,326
1997
Camden Farmers Market
17,341
74,193
31,968
17,341
106,161
123,502
59,444
64,058
2001/2005
Camden Henderson
3,842
15,256
983
3,842
16,239
20,081
5,229
14,852
2012
Camden Legacy Creek
2,052
12,896
7,782
2,052
20,678
22,730
15,174
7,556
1997
Camden Legacy Park
2,560
15,449
9,104
2,560
24,553
27,113
17,669
9,444
1997
Camden Valley Park
3,096
14,667
17,619
3,096
32,286
35,382
29,242
6,140
1994
Camden Victory Park
13,445
71,735
808
13,445
72,543
85,988
15,742
70,246
2016
Houston
Camden City Centre
4,976
44,735
12,248
4,976
56,983
61,959
22,860
39,099
2007
Camden City Centre II
5,101
28,131
716
5,101
28,847
33,948
9,105
24,843
2013
Camden Downtown I
7,813
123,397
—
7,813
123,397
131,210
8,257
122,953
2020
Camden Greenway
16,916
43,933
23,290
16,916
67,223
84,139
45,687
38,452
1999
Camden Highland Village
28,536
111,802
4,176
28,536
115,978
144,514
7,860
136,654
2019
Camden Holly Springs
11,108
42,852
13,726
11,108
56,578
67,686
21,516
46,170
2012
Camden McGowen Station
6,089
85,038
178
6,089
85,216
91,305
14,948
76,357
2018
Camden Midtown
4,583
18,026
12,575
4,583
30,601
35,184
21,009
14,175
1999
Camden Oak Crest
2,078
20,941
7,084
2,078
28,025
30,103
16,305
13,798
2003
Camden Park
4,922
16,453
7,146
4,922
23,599
28,521
9,217
19,304
2012
Camden Plaza
7,204
31,044
6,834
7,204
37,878
45,082
12,052
33,030
2007
Camden Post Oak
14,056
92,515
20,524
14,056
113,039
127,095
33,081
94,014
2013
Camden Royal Oaks
1,055
20,046
4,439
1,055
24,485
25,540
11,402
14,138
2006
Camden Royal Oaks II
587
12,743
28
587
12,771
13,358
4,124
9,234
2012
Camden Stonebridge
1,016
7,137
7,598
1,016
14,735
15,751
10,920
4,831
1993
Camden Sugar Grove
7,614
27,594
5,874
7,614
33,468
41,082
11,264
29,818
2012
Camden Travis Street
1,780
29,104
2,391
1,780
31,495
33,275
12,163
21,112
2010
Camden Vanderbilt
16,076
44,918
28,762
16,076
73,680
89,756
52,831
36,925
1994/1997
Camden Whispering Oaks
1,188
26,242
2,559
1,188
28,801
29,989
12,279
17,710
2008
Total current communities:
$
1,222,815
$
6,461,452
$
1,279,200
$
1,222,815
$
7,740,652
$
8,963,467
$
3,033,778
$
5,929,689
Communities under construction:
Name / location
Camden Atlantic
Plantation, FL
$
38,297
$
38,297
$
38,297
$
38,297
N/A
Camden Buckhead
Atlanta, GA
116,645
116,645
116,645
4
116,641
N/A
Camden Hillcrest
San Diego, CA
64,251
64,251
64,251
64,251
N/A
Camden Lake Eola
Orlando, FL
116,667
116,667
116,667
33
116,634
N/A
Camden NoDa
Charlotte, NC
27,749
27,749
27,749
27,749
N/A
Camden North End II (3)
Phoenix, AZ
70,378
70,378
70,378
371
70,007
N/A
Camden Tempe II
Tempe, AZ
30,735
30,735
30,735
30,735
N/A
Total communities under construction:
$
—
$
464,722
$
—
$
—
$
464,722
$
464,722
$
408
$
464,314
Development pipeline communities:
Name/location
Camden Arts District
Los Angeles, CA
$
33,001
$
33,001
$
33,001
$
33,001
N/A
Camden Cameron Village
Raleigh, NC
20,852
20,852
20,852
20,852
N/A
Camden Downtown II
Houston, TX
12,057
12,057
12,057
12,057
N/A
Camden Durham
Durham, NC
28,373
28,373
28,373
28,373
N/A
Camden Highland Village II
Houston, TX
8,507
8,507
8,507
8,507
N/A
Camden Paces III
Atlanta, GA
16,825
16,825
16,825
16,825
N/A
Total development pipeline communities:
$
—
$
119,615
$
—
$
—
$
119,615
$
119,615
$
—
$
119,615
Corporate
5,373
—
5,373
5,373
5,373
N/A
$
—
$
5,373
$
—
$
—
$
5,373
$
5,373
$
—
$
5,373
TOTAL
$
1,222,815
$
7,051,162
$
1,279,200
$
1,222,815
$
8,330,362
$
9,553,177
$
3,034,186
$
6,518,991
(1)
All communities were unencumbered at December 31, 2020.
(2)
Property formerly known as Camden Hayden.
(3)
Property is in lease-up at December 31, 2020. Balances presented here include costs which are including in buildings and improvements and land on the consolidated balance sheet at December 31, 2020. These costs related to completed unit turns for this property.
S-1
Table of Contents
Camden Property Trust
Real Estate and Accumulated Depreciation
As of December 31, 2020
(in thousands)
Schedule III
The changes in total real estate assets for the years ended December 31:
2020
2019
2018
Balance, beginning of period
$
9,115,793
$
8,328,475
$
7,667,743
Additions during period:
Acquisition of operating properties
—
422,309
286,901
Development and repositions
349,890
341,236
300,294
Improvements
87,865
75,360
84,841
Deductions during period:
Cost of real estate sold – other
(
371
)
(
51,587
)
(
11,304
)
Balance, end of period
$
9,553,177
$
9,115,793
$
8,328,475
The changes in accumulated depreciation for the years ended December 31:
2020
2019
2018
Balance, beginning of period
$
2,686,025
$
2,403,149
$
2,118,839
Depreciation of real estate assets
348,161
317,026
284,310
Dispositions
—
(
34,150
)
—
Balance, end of period
$
3,034,186
$
2,686,025
$
2,403,149
The aggregate cost for federal income tax purposes at December 31, 2020 was $
8.6
billion.
S-2
Table of Contents
Camden Property Trust
Mortgage Loans on Real Estate
As of December 31, 2020
Schedule IV
($ in thousands)
Description
Interest Rate
Final Maturity Date
Periodic payment terms
Face amount of
mortgages
Carry amount of
mortgages (a)
Parking Garage
Developer advances
Houston, TX
(b)
October 1, 2025
(c)
$
6,423
$
6,423
(a) The aggregate cost at December 31, 2020 for federal income tax purposes was approximately $
6,423
.
(b) This loan currently bears interest at
7
% on any unpaid principal balance.
(c) Payments will consist of annual interest and principal payments from October 1, 2020 to
October 1, 2025
.
Changes in mortgage loans for the years ended December 31 are summarized below:
2020
2019
2018
Balance, beginning of period
$
7,868
$
9,314
$
18,790
Additions:
Advances under real estate loans
—
—
—
Deductions:
Collections of principal
(
1,445
)
(
1,446
)
(
9,476
)
Balance, end of period
$
6,423
$
7,868
$
9,314
S-3