10-Q 1 cpt-20240930.htm 10-Q cpt-20240930
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  ______________ to _______________                                       
Commission file number: 1-12110 
CAMDEN PROPERTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
TX76-6088377
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
11 Greenway Plaza, Suite 2400 Houston,
Texas
77046
(Address of principal executive offices)(Zip Code)
(713) 354-2500
(Registrant's Telephone Number, Including Area Code)
 N/A
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Shares of Beneficial Interest, $.01 par valueCPTNYSE
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", and "small reporting company" in Rule 12b-2 of the Exchange Act. (Check one): 
Large Accelerated FilerýAccelerated filer
Non-accelerated filer¨ Smaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ý
On October 25, 2024, 106,681,321 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.


CAMDEN PROPERTY TRUST
Table of Contents
 
  Page
PART I
Item 1
Item 2
Item 3
Item 4
PART II
Item 1
Item 1A
Item 2
Item 3
Item 4
Item 5
Item 6


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) 
(in thousands, except share amounts)September 30,
2024
December 31, 2023
Assets
Real estate assets, at cost
Land$1,718,185 $1,711,873 
Buildings and improvements11,222,261 10,993,390 
$12,940,446 $12,705,263 
Accumulated depreciation(4,725,152)(4,332,524)
Net operating real estate assets$8,215,294 $8,372,739 
Properties under development and land418,209 486,864 
Total real estate assets$8,633,503 $8,859,603 
Accounts receivable – affiliates8,993 11,905 
Other assets, net262,339 244,182 
Cash and cash equivalents31,234 259,686 
Restricted cash11,112 8,361 
Total assets$8,947,181 $9,383,737 
Liabilities and equity
Liabilities
Notes Payable
       Unsecured$3,121,499 $3,385,309 
Secured330,299 330,127 
Accounts payable and accrued expenses221,880 222,599 
Accrued real estate taxes131,693 96,517 
Distributions payable113,505 110,427 
Other liabilities214,027 186,987 
Total liabilities$4,132,903 $4,331,966 
Commitments and contingencies (Note 10)
Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000,000 shares authorized; 117,737,734 and 117,737,712 issued; 115,779,032 and 115,640,369 outstanding at September 30, 2024 and December 31, 2023, respectively
1,158 1,156 
Additional paid-in capital5,927,477 5,914,868 
Distributions in excess of net income attributable to common shareholders(826,725)(613,651)
Treasury shares, at cost (9,097,598 and 8,859,556 common shares at September 30, 2024 and December 31, 2023, respectively)
(359,989)(320,364)
Accumulated other comprehensive gain/ (loss)641 (1,252)
Total common equity$4,742,562 $4,980,757 
Non-controlling interests71,716 71,014 
Total equity$4,814,278 $5,051,771 
Total liabilities and equity$8,947,181 $9,383,737 
See Notes to Condensed Consolidated Financial Statements (Unaudited).
1

CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Unaudited)
 Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except per share amounts)2024202320242023
Property revenues$387,232 $390,778 $1,157,523 $1,154,440 
Property expenses
Property operating and maintenance$95,940 $91,011 $275,110 $264,038 
Real estate taxes47,420 49,094 145,684 148,345 
Total property expenses$143,360 $140,105 $420,794 $412,383 
Non-property income
Fee and asset management$1,707 $1,077 $5,597 $2,373 
Interest and other income1,076 64 4,442 557 
Income/(loss) on deferred compensation plans8,248 (3,339)15,140 5,417 
Total non-property income/ (loss)$11,031 $(2,198)$25,179 $8,347 
Other expenses
Property management$9,817 $7,891 $29,057 $24,939 
Fee and asset management623 444 1,541 1,277 
General and administrative18,845 15,543 53,692 46,762 
Interest32,486 33,006 97,250 99,427 
Depreciation and amortization145,844 144,359 436,540 429,857 
Expense/(benefit) on deferred compensation plans8,248 (3,339)15,140 5,417 
Total other expenses$215,863 $197,904 $633,220 $607,679 
Impairment associated with land development activities(40,988) (40,988) 
Loss on early retirement of debt  (921)(2,513)
Gain on sale of operating property  43,806 48,919 
Income (loss) from continuing operations before income taxes$(1,948)$50,571 $130,585 $189,131 
Income tax expense(390)(752)(2,354)(2,753)
Net income (loss)$(2,338)$49,819 $128,231 $186,378 
Less income allocated to non-controlling interests
(1,866)(1,856)(5,629)(5,399)
Net income (loss) attributable to common shareholders$(4,204)$47,963 $122,602 $180,979 
Earnings per share – basic$(0.04)$0.44 $1.13 $1.66 
Earnings per share – diluted$(0.04)$0.44 $1.13 $1.66 
Weighted average number of common shares outstanding – basic108,426 108,683 108,513 108,638 
Weighted average number of common shares outstanding – diluted108,426 108,706 108,547 108,659 
Condensed Consolidated Statements of Comprehensive Income
Net income (loss)$(2,338)$49,819 $128,231 $186,378 
Other comprehensive income (loss)
Unrealized gain on cash flow hedging activities  85  
Reclassification of net loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation358 358 1,808 1,075 
Comprehensive income (loss)$(1,980)$50,177 $130,124 $187,453 
Less income allocated to non-controlling interests(1,866)(1,856)(5,629)(5,399)
Comprehensive income (loss) attributable to common shareholders$(3,846)$48,321 $124,495 $182,054 
See Notes to Condensed Consolidated Financial Statements (Unaudited).
2

CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
For the nine months ended September 30, 2024
 
 Common Shareholders 
(in thousands, except per share amounts)Common
shares of
beneficial
interest
Additional
paid-in
capital
Distributions
in excess of
net income
Treasury
shares, at
cost
Accumulated
other
comprehensive
(loss)/income
Non-controlling interestsTotal equity
Equity, December 31, 2023$1,156 $5,914,868 $(613,651)$(320,364)$(1,252)$71,014 $5,051,771 
Net income122,602 5,629 128,231 
Other comprehensive income1,893 1,893 
Net share awards11,566 9,818 21,384 
Employee share purchase plan1,045 554 1,599 
Common shares repurchased(49,997)(49,997)
Cash distributions declared to equity holders ($3.09 per common share)
(335,676)(4,927)(340,603)
       Other2 (2)  
Equity, September 30, 2024$1,158 $5,927,477 $(826,725)$(359,989)$641 $71,716 $4,814,278 

See Notes to Condensed Consolidated Financial Statements (Unaudited).
3

CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
For the three months ended September 30, 2024

 Common Shareholders 
(in thousands, except per share amounts)Common
shares of
beneficial
interest
Additional
paid-in
capital
Distributions
in excess of
net income
Treasury
shares, at
cost
Accumulated
other
comprehensive
(loss)/income
Non-controlling interestsTotal equity
Equity, June 30, 2024$1,157 $5,924,608 $(710,633)$(359,975)$283 $71,492 $4,926,932 
Net income(4,204)1,866 (2,338)
Other comprehensive income358 358 
Net share awards2,785 (14)2,771 
Employee share purchase plan85 85 
Cash distributions declared to equity holders ($1.03 per common share)
(111,888)(1,642)(113,530)
       Other1 (1)  
Equity, September 30, 2024$1,158 $5,927,477 $(826,725)$(359,989)$641 $71,716 $4,814,278 

See Notes to Condensed Consolidated Financial Statements (Unaudited).
4

CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Unaudited)
For the nine months ended September 30, 2023

 Common Shareholders 
(in thousands, except per share amounts)Common
shares of
beneficial
interest
Additional
paid-in
capital
Distributions
in excess of
net income
Treasury
shares, at
cost
Accumulated
other
comprehensive
(loss)/income
Non-controlling interestsTotal equity
Equity, December 31, 2022$1,156 $5,897,454 $(581,532)$(328,684)$(1,774)$70,301 $5,056,921 
Net income180,979 5,399 186,378 
Other comprehensive income1,075 1,075 
Net share awards13,861 7,731 21,592 
Employee share purchase plan626 251 877 
Conversion/ redemption of operating partnership units (3,191 shares)72 (200)(128)
Cash distributions declared to equity holders ($3.00 per common share)
(326,564)(4,786)(331,350)
       Other(386)(386)
Equity, September 30, 2023$1,156 $5,911,627 $(727,117)$(320,702)$(699)$70,714 $4,934,979 

See Notes to Condensed Consolidated Financial Statements (Unaudited).
5

CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(Unaudited)
For the three months ended September 30, 2023

 Common Shareholders 
(in thousands, except per share amounts)Common
shares of
beneficial
interest
Additional
paid-in
capital
Distributions
in excess of
net income
Treasury
shares, at
cost
Accumulated
other
comprehensive
(loss)/income
Non-controlling interestsTotal equity
Equity, June 30, 2023$1,156 $5,907,828 $(666,218)$(320,675)$(1,057)$70,508 $4,991,542 
Net income47,963 1,856 49,819 
Other comprehensive income358 358 
Net share awards3,783 (27)3,756 
Employee share purchase plan88  88 
Redemption of operating partnership units(72)(56)(128)
Cash distributions declared to equity holders ($1.00 per common share)
(108,862)(1,594)(110,456)
Equity, September 30, 2023$1,156 $5,911,627 $(727,117)$(320,702)$(699)$70,714 $4,934,979 
6

CAMDEN PROPERTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine Months Ended
September 30,
(in thousands)20242023
Cash flows from operating activities
Net income$128,231 $186,378 
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization436,540 429,857 
Impairment associated with land development activities40,988  
Loss on early retirement of debt921 2,513 
Gain on sale of operating property(43,806)(48,919)
Share-based compensation10,789 10,864 
Net change in operating accounts and other48,856 22,277 
Net cash from operating activities$622,519 $602,970 
Cash flows from investing activities
Development and capital improvements, including land$(306,612)$(294,320)
Net proceeds from sale of operating property114,474 60,359 
Increase in non-real estate assets(3,812)(4,925)
Other(92)(1,796)
Net cash from investing activities$(196,042)$(240,682)
Cash flows from financing activities
Borrowings on unsecured revolving credit facility$258,000 $1,192,000 
Repayments on unsecured revolving credit facility(120,000)(787,000)
Proceeds from notes payable395,952  
Repayment of notes payable(800,000)(437,749)
Distributions to common shareholders and non-controlling interests(337,456)(324,446)
Repurchase of common shares and units(49,997) 
Other1,323 438 
Net cash from financing activities$(652,178)$(356,757)
Net (decrease)/increase in cash, cash equivalents, and restricted cash(225,701)5,531 
Cash, cash equivalents, and restricted cash, beginning of period268,047 17,438 
Cash, cash equivalents, and restricted cash, end of period$42,346 $22,969 
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets
Cash and cash equivalents$31,234 $14,600 
Restricted cash11,112 8,369 
Total cash, cash equivalents, and restricted cash, end of period$42,346 $22,969 
Supplemental information
Cash paid for interest, net of interest capitalized$86,528 $95,480 
Cash paid for income taxes2,811 3,282 
Supplemental schedule of noncash investing and financing activities
Distributions declared but not paid113,505 110,463 
Value of shares issued under benefit plans, net of cancellations25,232 24,974 
Accrual associated with construction and capital expenditures28,834 22,556 
See Notes to Condensed Consolidated Financial Statements (Unaudited).
7

CAMDEN PROPERTY TRUST
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Description of Business
Business. Formed on May 25, 1993, Camden Property Trust ("CPT"), a Texas real estate investment trust ("REIT"), and all consolidated subsidiaries are primarily engaged in the ownership, management, development, reposition, redevelopment, acquisition, and construction of multifamily apartment communities. Our multifamily apartment communities are referred to as "communities," "multifamily communities," "properties," or "multifamily properties" in the following discussion. As of September 30, 2024, we owned interests in, operated, or were developing 177 multifamily properties comprised of 59,996 apartment homes across the United States. Of the 177 properties, five properties were under construction as of September 30, 2024, and will consist of a total of 1,746 apartment homes when completed. We also own land holdings which we may develop into multifamily communities in the future.
2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Principles of Consolidation. Our condensed consolidated financial statements include our accounts and the accounts of other subsidiaries (including partnerships and limited liability companies) over which we have control. All intercompany transactions, balances, and profits have been eliminated in consolidation. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities ("VIEs"), which requires the consolidation of VIEs in which we are considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation primarily using a voting interest model. In determining if we have a controlling financial interest, we consider factors such as ownership interests, decision making authority, kick-out rights, and participating rights. As of September 30, 2024, two of our consolidated operating partnerships were VIEs. We are considered the primary beneficiary of both consolidated operating partnerships and therefore consolidate these operating partnerships. As of September 30, 2024, we held approximately 93% and 95% of the outstanding common limited partnership units and the sole 1% general partnership interest in each of these consolidated operating partnerships.
Interim Financial Reporting. We have prepared these unaudited financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial statements and the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, these statements do not include all information and footnote disclosures required for annual statements. While we believe the disclosures presented are adequate for interim reporting, these interim unaudited financial statements should be read in conjunction with the audited financial statements and notes included in our 2023 Annual Report on Form 10-K.
Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. While we believe our estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to its fair value. In estimating fair value, management uses appraisals, brokers' opinions, management estimates, and discounted cash flow calculations which utilize inputs from a marketplace participant's perspective.
We believe the carrying value of our operating real estate assets, properties under development, and land is currently recoverable. However, if market conditions deteriorate or if changes in our development strategy significantly affect any key assumptions used in our fair value estimates, we may need to take material charges in future periods for impairments related to existing assets. Any such material non-cash charges could have an adverse effect on our condensed consolidated financial position and results of operations.
The value of our properties under development depends on market conditions, including estimates of the project start date, projected construction costs, and demand for multifamily communities. We have reviewed market trends and other marketplace information and incorporated this information as well as our current outlook into the assumptions we use in our impairment analyses. Due to the judgment and assumptions applied in the impairment analyses, it is possible actual results could differ substantially from those estimated.
Cost Capitalization. Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges are primarily interest and real estate taxes which are capitalized as part of properties under development. Capitalized interest is generally based on the weighted average interest rate of our unsecured debt and was approximately $4.6 million and $5.2 million for the three months ended September 30, 2024 and 2023, respectively, and was approximately $14.3 million and $15.2 million for the
8

nine months ended September 30, 2024 and 2023, respectively. Capitalized real estate taxes was approximately $0.6 million for each of the three months ended September 30, 2024 and 2023, and approximately $2.9 million and $2.7 million for the nine months ended September 30, 2024 and 2023, respectively.
Expenditures directly related to the development and improvement of real estate assets are capitalized at cost as land and buildings and improvements. Indirect development costs, including salaries and benefits and other related costs directly attributable to the development of properties, are also capitalized. We begin capitalizing development, construction, and carrying costs when the development of the future real estate asset is probable and certain activities necessary to prepare the underlying real estate for its intended use have been initiated. All construction and carrying costs are capitalized and reported in the balance sheet as properties under development until the apartment homes are substantially completed. As apartment homes within development properties are substantially completed, the total capitalized development cost of each apartment home is transferred from properties under development and land to buildings and improvements.
Depreciation and amortization is computed over the expected useful lives of depreciable property on a straight-line basis with lives generally as follows:
Estimated
Useful Life
Buildings and improvements5-35 years
Furniture, fixtures, equipment, and other3-20 years
Intangible assets/liabilities (in-place leases and above and below-market leases)underlying lease term
Derivative Financial Instruments. Derivative financial instruments are recorded in the condensed consolidated balance sheets at fair value and presented on a gross basis for financial reporting purposes even when those instruments are subject to master netting arrangements and may otherwise qualify for net presentation. Accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Cash flows from derivatives and the related gains and losses are classified as cash flows from operating activities on the condensed consolidated statements of cash flows.
Cash Flow Hedges. For derivative instruments which are designated and qualify as a cash flow hedge, the derivative's gain or loss is reported as a component to other comprehensive income ("OCI") and recorded in accumulated other comprehensive gain/(loss) ("AOCI") in our condensed consolidated balance sheets. The gain or loss is subsequently reclassified into net earnings when the hedged exposure affects net earnings, in the same line item as the underlying hedged item on our condensed consolidated statements of earnings.
Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge. Cash flows from hedging transactions are classified in the same categories as the cash flows from the respective hedged items.
Fair Value Hedges. For derivative instruments which are designated and qualify as a fair value hedge, the changes in fair value of the derivative instrument and the offsetting changes in fair value of the underlying hedged item due to changes in the hedged risk are recorded to interest expense on our condensed consolidated statements of earnings.
Counterparty Credit Risk. Fair values of our derivatives can change significantly from period to period based on, among other factors, market movements and changes in our positions. We manage counterparty credit risk (the risk counterparties will default and not make payments to us according to the terms of our agreements) on an individual counterparty basis.
Fair Value. For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price we would expect to receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date under current market conditions. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.
In determining fair value, observable inputs reflect market data obtained from independent sources while unobservable inputs reflect our market assumptions; preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:
Level 1:    Quoted prices for identical instruments in active markets.
Level 2:    Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
9

Level 3:    Significant inputs to the valuation model are unobservable.
Recurring Fair Value Measurements. The following describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis:
Derivative Financial Instruments. The estimated fair values of derivative financial instruments are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility. The fair values of interest rate swaps are estimated using the market-standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk, including our own nonperformance risk and the respective counterparty’s nonperformance risk.
Although we have determined the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Deferred Compensation Plan Investments. The estimated fair values of investment securities classified as deferred compensation plan investments are based on quoted market prices utilizing public information for the same transactions. Our deferred compensation plan investments, excluding the value of Company shares, are recorded in other assets in our condensed consolidated balance sheets. The inputs associated with the valuation of our recurring deferred compensation plan investments are included in Level 1 of the fair value hierarchy.
Non-Recurring Fair Value Measurements. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. These assets primarily include long-lived assets which are recorded at fair value when they are acquired or if the long-lived assets are impaired using the fair value methodologies used to measure long-lived assets described above at "Asset Impairment." The inputs associated with the valuation of long-lived assets are generally included in Level 3 of the fair value hierarchy, unless a quoted price for a similar long-lived asset in an active market exists, at which time they are included in Level 2 of the fair value hierarchy.
Financial Instrument Fair Value Disclosures. As of September 30, 2024 and December 31, 2023, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and distributions payable represented fair value because of the short-term nature of these instruments. The carrying value of restricted cash approximates its fair value based on the nature of our assessment of the ability to recover these amounts. In calculating the fair value of our notes payable, interest rate and spread assumptions reflect current credit worthiness and market conditions available for the issuance of notes payable with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.
Income Recognition. The majority of our revenues are derived from real estate lease contracts and presented as property revenues, and include rental revenue as well as revenue under contractual terms for other services provided to our customers. As a lessor, we have also elected practical expedients to: i) not separate the lease and non-lease components by class of underlying assets and account for the combined components as a single component under certain conditions, and ii) exclude from lease revenues certain lessor costs paid directly by the lessee. Our other revenue streams include fee and asset management income in accordance with other revenue guidance, ASC 606, Revenues from Contracts with Customers. Details of our material revenue streams are discussed below:
Property Revenues. We earn rental revenue from operating lease contracts for the use of dedicated spaces within owned assets, which is our only underlying asset class. We recognize rental revenues from these lease contracts on a straight-line basis over the applicable lease term, net of amounts related to lease contracts identified as uncollectible. We also earn revenues under contractual terms for other services considered non-lease components within a lease contract, primarily consisting of utility rebillings and other transactional fees. These amounts received under contractual terms for other services are charged to our residents and recognized monthly as earned. Any identified uncollectible amounts related to individual lease contracts are presented as an adjustment to property revenue. Any renewal options of real estate lease contracts are considered a new and separate contract which will be recognized at the time the option is exercised on a straight-line basis over the renewal period.
As of September 30, 2024, our average residential lease term was approximately fourteen months with all non-residential commercial leases averaging longer lease terms. We currently anticipate property revenue from existing leases as follows:
10

(in millions)
Year ended December 31,Operating Leases
Remainder of 2024$337.8 
2025636.0 
20268.4 
20273.3 
20283.0 
Thereafter6.2 
Total$994.7 
Credit Risk. We believe there is no significant concentration of credit risk due to the number of residents, the types and diversity of submarkets in which our properties operate, and the collection terms in our leases.
Investments. We hold equity interests in certain technology funds which are not accounted for using the equity method because we have no influence over these entities and their fair values are not readily determinable. These investments are recorded using the measurement alternative in which our equity interests are recorded at cost, adjusted for impairments and observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting period, we reassess whether these investments continue to qualify for this measurement alternative. We had investments recorded at cost of approximately $16.5 million and $14.3 million as of September 30, 2024 and December 31, 2023, respectively. These investments are included in other assets, net in our condensed consolidated balance sheets and we did not record any impairments during the three and nine months ended September 30, 2024 or 2023 relating to these investments.
Recent Accounting Pronouncements: In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is intended to enhance disclosures regarding a public entity's reportable segments by requiring public entities, who have a single reportable segment or multiple reportable segments, to disclose significant segment expenses which are regularly provided to the chief operating decision maker ("CODM"), the title or position of the CODM, and how the CODM utilizes segment information to assess performance and allocate resources. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods for fiscal years beginning after December 15, 2024, and early adoption is permitted. This standard must be applied using the retrospective transition method upon adoption. We will adopt ASU 2023-07 in our 2024 Form 10-K and interim periods thereafter. The adoption of ASU 2023-07 will require additional disclosure, as discussed above, which we do not believe will materially impact our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional disclosures to enhance the transparency regarding income tax information through the use of a rate reconciliation table and disclosure of net taxes paid, detailed by federal, state, and foreign taxes and, if applicable, further detailed by specific jurisdictions if the amount exceeds a qualitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. This standard may be applied either on a prospective basis or on a retrospective basis. We expect to adopt ASU 2023-09 for the fiscal year ending December 31, 2025, and do not expect the additional disclosure to materially impact our consolidated financial statements.
In March 2024, the SEC issued final rules on the enhancement and standardization of climate-related disclosures. The rules would require disclosure of, among other things: material climate-related risks; activities to mitigate or adapt to such risks; governance and management of such risks; and material greenhouse gas (GHG) emissions from operations owned or controlled (Scope 1) and/or indirect emissions from purchased energy consumed in operations (Scope 2). Additionally, the rules would require disclosure in the notes to the financial statements regarding the effects of severe weather events and other natural conditions, subject to certain materiality thresholds. As published, the rules will be effective on a phased-in-timeline starting with annual periods beginning in 2025. On April 4, 2024, the SEC stayed these climate disclosure rules due to pending legal challenges and it is therefore unclear at this time when, or if, these rules will become effective.


11

3. Per Share Data
Basic earnings per share is computed using net income (loss) attributable to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflects common shares issuable from the assumed conversion of common share options and unvested share awards as well as units convertible into common shares. Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. Our unvested share-based awards are considered participating securities and are reflected in the calculation of basic and diluted earnings per share using the two-class method. Common shares under a forward sale agreement, if any, will be considered in our calculation for diluted earnings-per-share until settlement using the if-converted method.
The number of common share equivalent securities excluded from the diluted earnings per share calculation was approximately 1.8 million and 1.7 million for the three months ended September 30, 2024 and 2023, respectively, and approximately 1.8 million for each of the nine months ended September 30, 2024 and 2023. These securities, which include share awards granted and units convertible into common shares, are anti-dilutive and were therefore excluded from the diluted earnings per share calculations. The following table presents information necessary to calculate basic and diluted earnings per share for the periods indicated:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except per share amounts)2024202320242023
Earnings per common share calculation – basic
Income (loss) from continuing operations attributable to common shareholders$(4,204)$47,963 $122,602 $180,979 
Amount allocated to participating securities12 (61)(221)(318)
Net income (loss) attributable to common shareholders – basic$(4,192)$47,902 $122,381 $180,661 
Total earnings (loss) per common share – basic$(0.04)$0.44 $1.13 $1.66 
Weighted average number of common shares outstanding – basic108,426 108,683 108,513 108,638 
Earnings per common share calculation – diluted
Net income (loss) attributable to common shareholders – diluted$(4,192)$47,902 $122,381 $180,661 
Total earnings (loss) per common share – diluted$(0.04)$0.44 $1.13 $1.66 
Weighted average number of common shares outstanding – basic108,426 108,683 108,513 108,638 
Incremental shares issuable from conversion of share based awards 23 34 21 
Weighted average number of common shares outstanding – diluted108,426 108,706 108,547 108,659 
4. Common Shares
In May 2023, we created an at-the-market ("ATM") share offering program through which we can, but have no obligation to, sell common shares for an aggregate offering amount of up to $500.0 million (the "2023 ATM program"), in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. We intend to use the proceeds from any sale of our common shares under the 2023 ATM program for general corporate purposes, which may include reducing future borrowings under our unsecured revolving credit facility, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions.
12

The 2023 ATM program also permits the use of forward sale agreements which allows us to lock in a share price on the sale of common shares at the time the agreement is executed, but defer receiving the proceeds from the sale of the applicable shares until a later date. If we enter into a forward sale agreement, we expect the applicable forward purchasers will borrow from third parties and, through the applicable sales agent acting in its role as forward seller, sell a number of common shares equal to the number of shares underlying the applicable agreement. Under this scenario, we would not initially receive any proceeds from any sale of borrowed shares by the forward seller. We expect to physically settle each forward sale agreement with the relevant forward purchaser on or prior to the maturity date of a particular forward sale agreement by issuing our common shares in return for the receipt of aggregate net cash proceeds at settlement equal to the number of common shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, at our sole discretion, we may also elect to cash settle or net share settle a particular forward sale agreement, in which case we may not receive any proceeds from the issuance of common shares, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver common shares (in the case of net share settlement). As of the date of this filing, we have not sold any shares or entered into any forward sales agreement under the 2023 ATM program and have common shares having an aggregate offering amount of up to $500.0 million remaining available for sale under the 2023 ATM program.
In May 2022, we created an ATM share offering program through which we could, but had no obligation to, sell common shares for an aggregate offering amount of up to $500.0 million (the "2022 ATM program"). In May 2023, in connection with the creation of the 2023 ATM program, we terminated the 2022 ATM program and did not sell any shares under this program.
We have a share repurchase plan approved by our Board of Trust Managers which allows for the repurchase of up to $500.0 million of our common equity securities through open-market purchases, block purchases, and privately negotiated transactions. During the nine months ended September 30, 2024, we repurchased 515,974 common shares for approximately $50.0 million, and an average price of $96.88 per share. As of the date of this filing, the remaining dollar value of our common equity securities authorized to be repurchased under this plan was approximately $450.0 million.
We currently have an automatic shelf registration statement which allows us to offer common shares, preferred shares, debt securities, or warrants, and our Amended and Restated Declaration of Trust provides we may issue up to 185 million shares of beneficial interest, consisting of 175 million common shares and 10 million preferred shares. At September 30, 2024, we had approximately 106.7 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding.
5. Dispositions and Impairments
Sale of Operating Property. During the nine months ended September 30, 2024, we sold one operating property comprised of 592 apartment homes located in Atlanta, Georgia for approximately $115.0 million and recognized a gain of approximately $43.8 million. During the nine months ended September 30, 2023, we sold one operating property comprised of 138 apartment homes located in Costa Mesa, California for approximately $61.1 million and recognized a gain of approximately $48.9 million. We did not sell any operating properties during the three months ended September 30, 2024 or 2023.
Impairments. The impairment associated with land development activities for the three and nine months ended September 30, 2024 of approximately $41.0 million related to land holdings for three projects we have put on hold for the foreseeable future. These impairment charges are the difference between each parcel's estimated fair value and the carrying value, which included the original purchase price and other capitalized development costs. We did not record any impairment charges for the three or nine months ended September 30, 2023.
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6. Notes Payable
The following is a summary of our indebtedness:
(in millions)September 30,
2024
December 31, 2023
Commercial banks
       6.04% Term Loan, due 2026
$39.9 $39.9 
6.21% Term Loan, due 2024
 300.0 
       5.66% Unsecured revolving credit facility
138.0  
$177.9 $339.9 
Senior unsecured notes
4.36% Notes, due 2024
$ $250.0 
3.68% Notes, due 2024
 249.7 
6.29% Notes, due 2026 (1)
510.1 508.6 
3.74% Notes, due 2028
399.0 398.7 
3.67% Notes, due 2029 (2)
596.6 596.1 
2.91% Notes, due 2030
745.9 745.4 
5.06% Notes, due 2034
395.1  
3.41% Notes, due 2049
296.9 296.9 
$2,943.6 $3,045.4 
Total unsecured notes payable$3,121.5 $3,385.3 
Secured notes
  Master Credit Facilities
3.78% - 4.04% Conventional Mortgage Notes, due 2026 - 2028
$291.4 $291.3 
3.87% note, due 2028
38.9 38.8 
Total secured notes payable$330.3 $330.1 
Total notes payable (3)
$3,451.8 $3,715.4 
(1)    Balances are increased by $12.4 million and $11.6 million for fair value adjustments due to changes in benchmark interest rates related to these notes as of September 30, 2024 and December 31, 2023, respectively. See Note 7, "Derivative Financial Instruments and Hedging Activities," for further discussion.
(2)     The 2029 Notes have an effective annual interest rate of approximately 3.84% through June 2026, which includes the effect of a settled forward interest rate swap, and approximately 3.28% thereafter, for an all-in average effective rate of approximately 3.67%.
(3) Balances are decreased by unamortized debt discounts, debt issuance costs, and fair market value adjustments, net of $7.1 million and $5.5 million as of September 30, 2024 and December 31, 2023, respectively.
We have a $1.2 billion unsecured revolving credit facility which matures in August 2026, with two options to extend the facility at our election for two consecutive six-month periods and to expand the facility up to three times by up to an additional $500 million upon satisfaction of certain conditions. The interest rates on our unsecured revolving credit facility is based upon, at our option, (a) the daily or the one-, three-, or six-month Secured Overnight Financing Rate ("SOFR") plus, in each case, a spread based on our credit rating, or (b) a base rate equal to the higher of: (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America, N.A.'s prime rate, (iii) Term SOFR plus 1.0%, and (iv) 1.0%. Advances under our unsecured revolving credit facility may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the scheduled rates. These bid rate loans have terms of 180 days or less and may not exceed the lesser of $600 million or the remaining amount available under our unsecured revolving credit facility. Our unsecured revolving credit facility is subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations as of September 30, 2024 and through the date of this filing.
Our unsecured revolving credit facility provides us with the ability to issue up to $50 million in letters of credit. While our issuance of letters of credit does not increase our borrowings outstanding under our unsecured revolving credit facility, it does reduce the amount available. At September 30, 2024, we had outstanding letters of credit totaling approximately $27.7 million and approximately $1.0 billion available under our unsecured revolving credit facility.
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In January 2024, we issued $400.0 million aggregate principal amount of 4.90% senior unsecured notes due January 15, 2034 (the "2034 Notes") under our existing shelf registration statement. The 2034 Notes were offered to the public at 99.638% of their face amount with a stated rate of 4.90% and a yield to maturity of 4.946%. After deducting underwriting discounts and other offering expenses, the net proceeds from the sale of the 2034 Notes was approximately $394.8 million. Interest on the 2034 Notes is payable semi-annually on January 15 and July 15, beginning July 15, 2024. We may redeem the 2034 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 2034 Notes on or after three months prior to their maturity date, the redemption price will equal 100% of the principal amount of the 2034 Notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to the redemption date. The 2034 Notes are direct, senior unsecured obligations and rank equally with all of our other unsecured and unsubordinated indebtedness. In January 2024, we utilized a portion of the net proceeds from the 2034 Notes to repay the $300.0 million, 6.21% unsecured term loan due in August 2024 with a one year extension option to August 2025. As a result of the early repayment, we expensed approximately $0.9 million of unamortized loan costs, which are reflected in the loss on early retirement of debt in our condensed consolidated statements of income and comprehensive income.
In January 2024, we utilized cash on hand to repay the principal amount of our 4.36% senior unsecured notes payable, which had a maturity date of January 15, 2024, for a total of $250.0 million, plus accrued interest.
In September 2024, we extended the maturity date of our $40.0 million unsecured floating rate term loan with an unrelated third party from September 2024 to September 2026.
In September 2024, we utilized cash on hand and our unsecured revolving credit facility to repay the principal amount of our 3.68% senior unsecured notes payable, which had a maturity date of September 15, 2024, for a total of $250.0 million, plus accrued interest.
We had outstanding floating rate debt of approximately $688.0 million and $848.5 million at September 30, 2024 and December 31, 2023, respectively, which includes senior unsecured notes payable due in 2026 which have been converted to floating rate debt through the issuance of an interest rate swap. The weighted average interest rate on our outstanding floating rate debt was approximately 6.2% and 6.5% as of September 30, 2024 and December 31, 2023. respectively.
Our indebtedness had a weighted average maturity of approximately 6.5 years at September 30, 2024. The table below is a summary of the maturity dates of our outstanding debt and principal amortizations, and the weighted average interest rates on such debt, at September 30, 2024:
(in millions) (1)
Amount (2)
Weighted Average 
Interest Rate (3)
Remainder of 2024$(0.9) %
2025(3.6) 
2026573.0 6.2 
2027310.5 4.7 
2028529.9 3.8 
Thereafter2,042.9 3.7 
Total$3,451.8 4.2 %
(1)Includes all available extension options.
(2)Includes amortization of debt discounts, debt issuance costs, and fair market value adjustments.
(3)Includes the effects of the applicable settled derivatives.

7. Derivative Financial Instruments and Hedging Activities
Risk Management Objective of Using Derivatives. We are exposed to certain risks arising from both our business operations and economic conditions. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we may enter into derivative financial instruments to manage exposures arising from business activities resulting in differences in the amount, timing, and duration of our known or expected cash payments related to our borrowings. We do not utilize derivative financial instruments for trading or speculative purposes. See Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements" for a further discussion of derivative financial instruments.
Cash Flow Hedges. From time to time, we enter into designated cash flow hedges to manage the variability in cash flows due to changes in benchmark interest rates. We enter into interest rate swap agreements, including forward interest rate swaps and treasury locks, settled in cash based upon the difference between an agreed-upon benchmark rate and the prevailing benchmark rate at settlement. The agreements are generally settled around the time of the pricing of the related debt. Each cash
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flow derivative gain or loss is recorded to OCI and is subsequently reclassified to interest expense over the life of the related debt. We did not have any cash flow hedges at September 30, 2024 or material cash flow hedges at December 31, 2023.
During each of the three months ended September 30, 2024 and 2023, approximately $0.3 million was reclassified from AOCI as an increase to interest expense for derivative financial instruments settled in prior periods and approximately $1.0 million was reclassified from AOCI as an increase to interest expense during each of the nine months ended September 30, 2024 and 2023.
Fair Value Hedges. From time to time, we utilize interest rate swaps to achieve an additional level of floating rate debt relative to fixed rate debt as we deem appropriate. We designate fixed to floating interest rate swaps as fair value hedges. The changes in fair value of these derivative instruments and the offsetting changes in fair value of the underlying hedged debt due to changes in the relevant benchmark interest rates are recorded in interest expense. At September 30, 2024 and December 31, 2023, we had one interest rate swap with a notional amount of $500.0 million designated as a fair value hedge, which converted our $500.0 million principal amount of 5.85% fixed rate senior unsecured notes due November 2026 into a floating rate instrument with an interest rate based on a SOFR index.
Refer to Note 12, "Fair Value Measurements" for the outstanding derivative instruments and the corresponding fair value classifications.

8. Share-Based Compensation and Non-Qualified Deferred Compensation Plan
Incentive Compensation. We currently maintain the 2018 Share Incentive Plan (the "2018 Share Plan"), which was approved by our shareholders. The shares available for awards under the 2018 Share Plan are, subject to certain other limits under the plan, generally available for any type of award authorized under the 2018 Share Plan including share options, share appreciation rights, restricted share awards, share bonuses, and other share-based awards. Persons eligible to receive awards under the 2018 Share Plan include our and our subsidiaries' officers and employees, Trust Managers, and certain of our and our subsidiaries' consultants and advisors. A total of 9.7 million shares ("Share Limit") was authorized for grant under the 2018 Share Plan. Shares issued or to be issued are counted against the Share Limit as (1) 3.45 to 1.0 for every share award, excluding share options and share appreciation rights, granted, and (2) 1.0 to 1.0 for every share option or share appreciation right granted. As of September 30, 2024, there were approximately 4.3 million common shares available for grant under the 2018 Share Plan, which would result in approximately 1.2 million shares which could be granted pursuant to full value awards conversion ratios as defined under the 2018 Share Plan.
Total compensation cost for share awards charged against income was approximately $4.0 million for each of the three months ended September 30, 2024 and 2023, and approximately $11.5 million and $11.9 million for the nine months ended September 30, 2024 and 2023, respectively. Total capitalized compensation costs for share awards were approximately $1.4 million and $1.5 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $4.1 million and $4.7 million for the nine months ended September 30, 2024 and 2023, respectively.
A summary of activity under our share incentive plans for the nine months ended September 30, 2024 is shown below:
Nonvested
Share
Awards
Outstanding
Weighted
Average
Exercise /  Grant Price
Nonvested share awards outstanding at December 31, 2023174,164 $126.46 
Granted272,764 96.31 
Vested(220,988)107.44 
Forfeited(8,846)117.24 
Total nonvested share awards outstanding at September 30, 2024217,094 $108.07 
Share Awards and Vesting. Share awards for employees generally vest over three years and are valued at the market value of the shares on the grant date. In the event the holder of the share awards attains at least age 65, and with respect to an employee, also attains at least ten or more years of service ("Retirement Eligibility") before the term in which the awards are scheduled to vest, the value of the share awards to such individual is amortized from the date of grant to the individual's Retirement Eligibility date. All new share awards granted to individuals after they reach Retirement Eligibility vest on the date of grant.
The weighted average fair value of share awards granted during the nine months ended September 30, 2024 and 2023 was $96.31 per share and $117.02 per share, respectively. The total fair value of shares vested was approximately $23.7 million and $24.6 million during the nine months ended September 30, 2024 and 2023, respectively. At September 30, 2024, the
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unamortized value of previously issued unvested share awards was approximately $16.6 million which is expected to be amortized over the next two years.
9. Net Change in Operating Accounts
The effect of changes in the operating and other accounts on cash flows from operating activities is as follows:
  
Nine Months Ended
September 30,
(in thousands)20242023
Change in assets:
Other assets, net$(25,344)$(12,349)
Change in liabilities:
Accounts payable and accrued expenses3,179 1,082 
Accrued real estate taxes35,388 33,245 
Other liabilities32,633 (2,152)
Other3,000 2,451 
Change in operating accounts and other$48,856 $22,277 
10. Commitments and Contingencies
Construction Contracts. As of September 30, 2024, we estimated the total additional cost to complete the five properties currently under construction to be approximately $267.0 million. We expect to fund this amount through a combination of one or more of the following: cash flows generated from operations, draws on our unsecured revolving credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our ATM program, and other unsecured borrowings or secured mortgages.
Litigation. We are subject to various legal proceedings and claims which arise in the ordinary course of business. Matters which arise out of allegation of bodily injury, property damage, and employment practices are generally covered by insurance. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management currently believes the final outcome of such matters will not have a material adverse effect on our consolidated financial statements.
We have been named as a defendant in several cases alleging antitrust violations by a seller of revenue management software and owners and/or operators of multifamily housing, including us, which utilize this software. The complaints allege collusion among the defendants to fix rents in violation of Section 1 of the Sherman Act. The U.S. Judicial Panel on Multidistrict Litigation has consolidated some cases, including those filed against us, into a single action in the United States District Court for the Middle District of Tennessee. We and our co-defendants formed a joint defense group which allows free communication and strategizing among us and our attorneys as well as allows us to combine efforts in drafting motions. In addition to those lawsuits, we and several other owners and/or operators of multifamily housing have been sued in separate actions by the Attorney General of the District of Columbia and the Attorney General of Arizona. Those lawsuits also allege collusion among the defendants to fix rents in violation of DC and Arizona law, respectively. Additionally, we were served with Civil Investigative Demands ("CIDs"), separately, by the U.S. Department of Justice ("DOJ") and the Attorney General of Texas. The CIDs are not lawsuits alleging wrongdoing but mechanisms by which the government can obtain information from companies regarding their use of the revenue management software. We have completed our compliance with the DOJ CID, and our compliance efforts with the Texas CID are ongoing. Furthermore, a federal grand jury subpoena was issued to us by the Antitrust Division of the DOJ requesting the production of information, documents, and records pertaining to our information technology infrastructure and systems, hardware, software, services, databases, and preservation of electronically stored information. We believe all of the lawsuits are without merit. We intend to vigorously defend these actions and are cooperating and responding to the Texas CID and subpoena. At this stage of the proceedings, it is not possible to predict or determine the outcome nor is it possible to estimate the amount of loss, if any, which may be associated with an adverse decision on any of these matters.
Other Commitments and Contingencies. In the ordinary course of our business, we issue letters of intent indicating a willingness to negotiate for acquisitions, dispositions, or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are non-binding as to either party unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the purchase or sale of real property are entered into, these contracts generally provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or we will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real
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property are frequently extended as needed. An acquisition or sale of real property becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. We are then at risk under a real property acquisition contract, but generally only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a real property sales contract. At September 30, 2024, we had approximately $0.6 million of earnest money deposits for potential acquisitions of land which are included in other assets in our condensed consolidated balance sheet, of which approximately $0.5 million was non-refundable.
Lease Commitments. Substantially all of our lessee operating leases, which are recorded within other liabilities in our condensed consolidated balance sheets, are related to office facility leases. We had no significant changes to our lessee lease commitments for the nine months ended September 30, 2024. The lease and non-lease components, excluding short-term lease contracts with a duration of 12 months or less, are accounted for as a combined single component based upon the standalone price at the time the applicable lease is commenced and is recognized as a lease expense on a straight-line basis over the lease term. Most of our office facility leases include options to renew and generally are not included in the operating lease liabilities or right-of-use assets as they are not reasonably certain of being exercised. If an option to renew is exercised, it would be considered a separate contract and recognized based upon the standalone price at the time the option to renew is exercised. Variable lease payments which values are not known at lease commencement, such as executory costs of real estate taxes, property insurance, and common area maintenance, are expensed as incurred. Rental expense totaled approximately $0.8 million and $1.0 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $2.7 million and $2.9 million for the nine months ended September 30, 2024 and 2023, respectively.
The following is a summary of our maturities of our lease liabilities as of September 30, 2024:
(in millions)
Year ended December 31, Operating Leases
Remainder of 2024$0.8 
20252.4 
20260.5 
20270.2 
2028 
Thereafter 
Less: discount for time value(0.1)
Lease liability as of September 30, 2024$3.8 
Hurricane Beryl. On July 8, 2024, Hurricane Beryl impacted several of our multifamily communities in the Houston, Texas area. During the three months ended September 30, 2024, we expensed approximately $2.1 million of costs, net of anticipated insurance recoveries related to this hurricane.
11. Income Taxes
We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code of 1986, as amended. In order for us to continue to qualify as a REIT we must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our adjusted taxable income. As a REIT, we generally will not be subject to federal income tax on our taxable income at the corporate level to the extent such income is distributed to our shareholders annually. If our taxable income exceeds our dividends in a tax year, REIT tax rules allow us to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If we fail to qualify as a REIT in any taxable year, we may be subject to federal and state income taxes for such year. In addition, we may not be able to requalify as a REIT for the four subsequent taxable years and may be subject to federal and state income taxes in those years as well. Historically, we have incurred only state and local income, franchise, and excise taxes. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to applicable federal, state, and local income taxes. Our consolidated operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level.
We have recorded income, franchise, sales, and excise taxes in the condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2024 and 2023 as income tax expense. Income taxes for the three and nine months ended September 30, 2024 primarily related to state income tax. We have no significant temporary or permanent differences or tax credits associated with our taxable REIT subsidiaries.
We believe we have no uncertain tax positions or unrecognized tax benefits requiring disclosure as of and for the nine months ended September 30, 2024.
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12. Fair Value Measurements
The following disclosures present information about our fair value measurements using the inputs and fair value hierarchy discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."
Recurring Fair Value Measurements. The following table presents information about our financial instruments measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023.
Financial Instruments Measured at Fair Value on a Recurring Basis
 September 30, 2024December 31, 2023
(in millions)Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)TotalQuoted 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)
$135.5 $ $ $135.5 $132.0 $ $ $132.0 
Derivative financial instruments (fair value hedges)$ $12.4 $ $12.4 $ $11.6 $ $11.6 
Other Liabilities
Derivative financial instruments (cash flow hedges)$ $ $ $ $ $0.7 $ $0.7 
(1)Approximately $17.7 million and $10.9 million of participant cash was withdrawn from our deferred compensation plan investments during the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively.
Non-Recurring Fair Value Disclosures. During the three and nine months ended September 30, 2024, we recognized an impairment of approximately $41.0 million related to three land holdings, as further disclosed in Note 5. "Dispositions and Impairments". The fair market value of the impaired land holdings totaled approximately $46.7 million, which was determined using Level 3 inputs primarily based on broker opinions. We did not have any non-recurring fair value measurements during the year ended December 31, 2023.
Financial Instrument Fair Value Disclosures. The following table presents the carrying and estimated fair values of our notes payable at September 30, 2024 and December 31, 2023.
 September 30, 2024December 31, 2023
(in millions)Carrying
Value
Estimated
Fair Value
Carrying
Value
Estimated
Fair Value
Fixed rate notes payable$2,763.8 $2,606.9 $2,866.9 $2,651.6 
Floating rate notes payable (1)
688.0 706.9 848.5 864.9 
(1) Includes the senior unsecured notes payable due in 2026 at September 30, 2024 and December 31, 2023. At September 30, 2024, also includes balances outstanding under our unsecured revolving credit facility.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this report, as well as Part I, Item 1A, "Risk Factors" within our Annual Report on Form 10-K for the year ended December 31, 2023. Historical results and trends which might appear in the condensed consolidated financial statements should not be interpreted as being indicative of future operations.
We consider portions of this report to be "forward-looking" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to our expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions, or other items relating to the future; forward-looking statements are not guarantees of future performance, results, or events. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance our expectations will be achieved. Any statements contained herein which are not statements of historical fact should be deemed forward-looking statements. Reliance should not be placed on these forward-looking statements as these statements are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.
Factors which may cause our actual results or performance to differ materially from those contemplated by forward-looking statements include, but are not limited to, the following:
Volatility in capital and credit markets, or other unfavorable changes in economic conditions, either nationally or regionally in one or more of the markets in which we operate, could adversely impact us;
Short-term leases could expose us to the effects of declining market rents;
Competition could limit our ability to lease apartments or increase or maintain rental income;
We could be negatively impacted by the risks associated with land holdings and related activities;
Development, repositions, redevelopment, and construction risks could impact our profitability;
Our acquisition strategy may not produce the cash flows expected;
Changes in rent control or rent stabilization laws and regulations could adversely affect our operations and property values;
Failure to qualify as a REIT could have adverse consequences;
Tax laws could continue to change at any time and any such legislative or other actions could have a negative effect on us;
A cybersecurity incident and other technology disruptions could negatively impact our business;
We have significant debt which could have adverse consequences;
Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders;
Issuances of additional debt may adversely impact our financial condition;
We could be unable to renew, repay, or refinance our outstanding debt;
Rising interest rates could increase our borrowing costs, lower the value of our real estate, and decrease our share price, leading investors to seek higher yields through other investments;
Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets;
Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders;
The form, timing, and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations;
Environmental, social, and governance factors may impose additional costs and/or expose us to new risks;
Litigation risks could affect our business;
Damage from catastrophic weather and other natural events could result in losses;
Competition could adversely affect our ability to acquire properties; and
We could be adversely impacted due to our share price fluctuations.

These forward-looking statements represent our estimates and assumptions as of the date of this report, and we assume no obligation to update or supplement forward-looking statements because of subsequent events.





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Executive Summary
Camden Property Trust and all consolidated subsidiaries are primarily engaged in the ownership, management, development, reposition, redevelopment, acquisition, and construction of multifamily apartment communities. We focus on investing in markets characterized by high-growth economic conditions, strong employment, and attractive quality of life which we believe leads to higher demand for our apartments and retention of our residents. As of September 30, 2024, we owned interests in, operated, or were developing 177 multifamily properties comprised of 59,996 apartment homes across the United States. In addition, we own other land holdings which we may develop into multifamily apartment communities in the future.
Business Environment and Current Outlook
During the three and nine months ended September 30, 2024, our results reflect an increase in same store revenues of approximately 0.6% and 1.5%, respectively, as compared to the same periods in 2023. The increases were in part due to higher average rental rates, which we believe were primarily attributable to job growth, favorable demographics with a higher propensity to rent versus buy, and continued demand for multifamily housing in our markets.
We believe the levels of new multifamily supply in the submarkets and asset classes in which we operate continue to be elevated for the remainder of 2024 and into 2025, but should be met with continued demand to absorb these new deliveries. However, if this were to change or other economic conditions were to worsen, our operating results could be adversely affected.
Consolidated Results
Net income (loss) attributable to common shareholders was $(4.2) million and $48.0 million for the three months ended September 30, 2024 and 2023, respectively, and was $122.6 million and $181.0 million for the nine months ended September 30, 2024 and 2023, respectively. The $52.2 million and $58.4 million decreases during the three and nine months ended September 30, 2024 as compared to the same periods in 2023, were primarily due to recognizing a $41.0 million impairment associated with land development activities. The decrease during the nine months ended September 30, 2024, was also due to recognizing a higher gain on sale of one operating property in 2023 of $48.9 million as compared to recognizing a gain on sale of one operating property in 2024 of $43.8 million. See further discussion of our 2024 operations as compared to 2023 in "Results of Operations," below.
Construction and Development Activity
At September 30, 2024, we had a total of five properties under construction comprising 1,746 apartment homes. As of September 30, 2024, we estimated the total additional cost to complete the construction of these five properties is approximately $267.0 million.
We stopped development activities for the foreseeable future on four of our developments in the third quarter of 2024 and recorded approximately $41.0 million of impairment charges on three of these land parcels. We review our long-lived assets on an annual basis or whenever events or circumstances indicated the carrying amount of an asset may not be recoverable and our impairment evaluations take into consideration the current and anticipated economic climate. We currently have three other land parcels held for future development we plan to develop. However, the commencement of future developments may be impacted by macroeconomic issues, multifamily market conditions, and other factors. We will continue to evaluate future development starts based on market, economic, and capital market conditions. However, there can be no assurance we will not have impairments charges in the future.
Disposition
In February 2024, we sold one operating property comprised of 592 apartment homes located in Atlanta, Georgia for approximately $115.0 million and recognized a gain of approximately $43.8 million.
Other
In January 2024, we issued $400.0 million of 4.90% senior unsecured notes due January 15, 2034. We utilized a portion of the net proceeds from these notes to repay the outstanding balance on our $300.0 million, 6.21% unsecured term loan due in August 2024. As a result of the early repayment, we expensed approximately $0.9 million of unamortized loan costs, which are reflected in the loss on early retirement of debt in our condensed consolidated statements of income and comprehensive income.
In January 2024, we utilized cash on hand to repay the principal amount of our 4.36% senior unsecured notes payable, which had a maturity date of January 15, 2024, for a total of $250.0 million, plus accrued interest.
On July 8, 2024, Hurricane Beryl impacted several of our multifamily communities in the Houston, Texas area. During the three and nine months ended September 30, 2024, we expensed approximately $2.1 million of costs, net of anticipated insurance recoveries related to this hurricane.
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In September 2024, we extended the maturity date of our $40.0 million unsecured floating rate term loan with an unrelated third party from September 2024 to September 2026.
In September 2024, we utilized cash on hand and our unsecured revolving credit facility to repay the principal amount of our 3.68% senior unsecured notes payable, which had a maturity date of September 15, 2024, for a total of $250.0 million, plus accrued interest.
During the nine months ended September 30, 2024, we repurchased 515,974 common shares for approximately $50.0 million at an average price of $96.88 per share. As of the date of this filing, the remaining dollar value of our common equity securities authorized to be repurchased under this plan was approximately $450.0 million.
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 portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities arise. We expect to maintain a strong balance sheet and preserve our financial flexibility by continuing to focus on our core fundamentals which we believe are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We intend to meet our near-term liquidity requirements through a combination of one or more of the following: cash flows generated from operations, draws on our unsecured revolving credit facility, the use of debt and equity offerings under our automatic shelf registration statement, proceeds from property dispositions, equity issued from our 2023 ATM program, and other unsecured borrowings or secured mortgages.
As of September 30, 2024, we had approximately $1.0 billion available under our $1.2 billion unsecured revolving credit facility and do not have any debt maturing until April 2026. As of September 30, 2024, and through the date of this filing, we also had common shares having an aggregate offering amount of up to $500.0 million remaining available for sale under our 2023 ATM program. We believe we are well-positioned with a strong balance sheet and sufficient liquidity to fund new development, repositions, redevelopment, and other capital requirements including scheduled debt maturities. We will, however, continue to assess and take further actions we believe are prudent to meet our objectives and capital requirements.
Property Portfolio
Our multifamily property portfolio is summarized as follows:
 September 30, 2024December 31, 2023
 Number of
Homes 
Properties    Number of
Homes 
Properties    
Operating Properties
Houston, Texas 9,343 27 9,154 26 
Dallas/Fort Worth, Texas6,224 15 6,224 15 
Washington, D.C. Metro 6,192 17 6,192 17 
Phoenix, Arizona 4,426 14 4,426 14 
Atlanta, Georgia 4,270 14 4,862 15 
Orlando, Florida 3,954 11 3,954 11 
Austin, Texas 3,686 11 3,686 11 
Charlotte, North Carolina 3,510 15 3,491 15 
Raleigh, North Carolina 3,252 3,252 
Tampa/St. Petersburg, Florida 3,104 3,104 
Southeast Florida 3,050 3,050 
Denver, Colorado 2,873 2,873 
Los Angeles/Orange County, California 1,811 1,811 
San Diego/Inland Empire, California 1,797 1,797 
Nashville, Tennessee758 758 
Total Operating Properties58,250 172 58,634 172 
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 September 30, 2024December 31, 2023
 Number of
Homes 
Properties    Number of
Homes 
Properties    
Properties Under Construction
Raleigh, North Carolina 789 789 
Charlotte, North Carolina 769 — — 
Houston, Texas 188 377 
Total Properties Under Construction1,746 1,166 
Total Properties59,996 177 59,800 176 
Completed Construction in Lease- Up
At September 30, 2024, there was one completed operating property in lease up as follows:
($ in millions)
Property and Location
Number of
Homes
Cost
Incurred (1)
% Leased at 10/30/2024Date of
Construction
Completion
Estimated
Date of
Stabilization
Operating Property
Camden Woodmill Creek
Spring, TX189$71.679%2Q242Q25
(1) Excludes leasing costs, which are expensed as incurred.
Properties Under Development and Land
Our condensed consolidated balance sheet at September 30, 2024 includes approximately $418.2 million related to properties under development and land. Of this amount, approximately $230.9 million related to our properties currently under construction. In addition, we had approximately $187.3 million primarily invested in land held for future development and land holdings, which included approximately $129.5 million related to land held for future development and $57.8 million invested in land which we may develop in the future.
Properties Under Construction. At September 30, 2024, we had five properties in various stages of construction as follows:
($ in millions)
Properties and Locations
Number of
Homes
Estimated
Cost
Cost
Incurred
Included in
Properties
Under
Development
Estimated
Date of
Construction
Completion
Estimated
Date of
Stabilization
Properties Under Construction
Camden Durham (1)
Durham, NC420$145.0 $144.0 $23.5 4Q244Q25
Camden Long Meadow Farms (2)
Richmond, TX18875.0 72.6 16.0 4Q243Q25
Camden Village District
Raleigh, NC369138.0 111.5 111.5 4Q252Q27
Camden South Charlotte
Charlotte, NC420163.0 47.1 47.1 2Q274Q28
Camden Blakeney
Charlotte, NC349154.0 32.8 32.8 3Q273Q28
Total1,746 $675.0 $408.0 $230.9 
(1) Property in lease-up and was 74% leased at October 30, 2024.
(2) Property in lease-up and was 46% leased at October 30, 2024.
23

Development Pipeline Communities. At September 30, 2024, we had the following multifamily communities undergoing development activities:
($ in millions)
Properties and Locations
Projected Homes
Total Estimated Cost (1)
Cost to Date
Camden Baker
Denver, CO434$195.0 $35.6 
Camden Nations
Nashville, TN393178.0 42.0 
Camden Gulch
Nashville, TN498300.0 51.9 
Total1,325 $673.0 $129.5 
(1)Represents our estimate of total costs we expect to incur on these projects. However, forward-looking estimates are not guarantees of future performance, results, or events. Although we believe these expectations are based upon reasonable assumptions, future events rarely develop exactly as forecast, and estimates routinely require adjustment.
Land Holdings. At September 30, 2024, we also had four undeveloped land tracts with a valuation of approximately $57.8 million.
Results of Operations
Changes in revenues and expenses related to our operating properties from period-to-period are due primarily to the performance of stabilized properties in the portfolio, the lease-up of newly-constructed properties, and the impact of acquisitions and dispositions.
Management considers property net operating income ("NOI") to be an appropriate supplemental measure of operating performance to net income because it reflects the operating performance of our communities without an allocation of corporate level property management overhead or general and administrative costs. We define NOI as property revenue less property operating and maintenance expenses less real estate taxes. NOI is further detailed in the Property-Level NOI table as seen below. NOI is not defined by accounting principles generally accepted in the United States of America ("GAAP") and should not be considered an alternative to net income as an indication of our operating performance. Additionally, NOI as disclosed by other REITs may not be comparable to our calculation.
Reconciliations of net income to NOI for the three and nine months ended September 30, 2024 and 2023 are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2024202320242023
Net income (loss)$(2,338)$49,819 $128,231 $186,378 
Less: Fee and asset management income(1,707)(1,077)(5,597)(2,373)
Less: Interest and other income(1,076)(64)(4,442)(557)
Less: Income/(loss) on deferred compensation plans(8,248)3,339 (15,140)(5,417)
Plus: Property management expense9,817 7,891 29,057 24,939 
Plus: Fee and asset management expense623 444 1,541 1,277 
Plus: General and administrative expense18,845 15,543 53,692 46,762 
Plus: Interest expense32,486 33,006 97,250 99,427 
Plus: Depreciation and amortization expense145,844 144,359 436,540 429,857 
Plus: Expense/(benefit) on deferred compensation plans8,248 (3,339)15,140 5,417 
Plus: Impairment associated with land development activities40,988 — 40,988 — 
Plus: Loss on early retirement of debt— — 921 2,513 
Less: Gain on sale of operating property— — (43,806)(48,919)
Plus: Income tax expense390 752 2,354 2,753 
Property net operating income$243,872 $250,673 $736,729 $742,057 
24

Property NOI (1)
Property NOI, as reconciled above, is detailed further into the following categories for the three and nine months ended September 30, 2024 as compared to the same periods in 2023:
($ in thousands)Homes atThree Months Ended
September 30,
ChangeNine Months Ended
September 30,
Change
9/30/202420242023$%20242023$%
Property revenues:
Same store communities55,866 $367,488 $365,148 $2,340 0.6 %$1,098,390 $1,081,992 $16,398 1.5 %
Non-same store communities
2,195 14,324 13,204 1,120 8.5 42,506 35,662 6,844 19.2 
Development and lease-up communities
1,935 2,787 2,781 *4,747 4,741 *
Dispositions/Other— 2,633 12,420 (9,787)(78.8)11,880 36,780 (24,900)(67.7)
Total property revenues
59,996 $387,232 $390,778 $(3,546)(0.9)%$1,157,523 $1,154,440