CAMDEN PROPERTY TRUST [CPT] Filings

10-Q 1 cpt-20230930.htm 10-Q cpt-20230930

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, 2023


☐			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)

76-6088377

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

11 Greenway Plaza, Suite 2400

Houston,

Texas

77046

(Address of principal executive offices)

(Zip Code)

(713) 354-2500

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares of Beneficial Interest, $.01 par value	CPT	NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", and "small reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

Accelerated filer

☐

Non-accelerated filer

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

On October 20, 2023, 106,771,206 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

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CAMDEN PROPERTY TRUST

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		Page
PART I	FINANCIAL INFORMATION	1

Item 1	Financial Statements	1

	Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2023 and December 31, 2022	1

	Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022	2

	Condensed Consolidated Statements of Equity (Unaudited) for the Three and Nine Months Ended September 30, 2023 and 2022	3

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2023 and 2022	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4	Controls and Procedures	34

PART II	OTHER INFORMATION	34

Item 1	Legal Proceedings	34

Item 1A	Risk Factors	34

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3	Defaults Upon Senior Securities	34

Item 4	Mine Safety Disclosures	34

Item 5	Other Information	35

Item 6	Exhibits	36

SIGNATURES

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except share amounts)	September 30, 2023		December 31, 2022
Assets
Real estate assets, at cost
Land	$	1,732,804	$	1,716,273
Buildings and improvements	10,963,667		10,674,619
	$	12,696,471	$	12,390,892
Accumulated depreciation	(4,254,388)		(3,848,111)
Net operating real estate assets	$	8,442,083	$	8,542,781
Properties under development, including land	499,761		524,981




Total real estate assets	$	8,941,844	$	9,067,762
Accounts receivable – affiliates	12,057		13,364
Other assets, net	237,594		229,371

Cash and cash equivalents	14,600		10,687
Restricted cash	8,369		6,751
Total assets	$	9,214,464	$	9,327,935
Liabilities and equity
Liabilities
Notes Payable
Unsecured	$	3,323,057	$	3,165,924
Secured	330,071		514,989
Accounts payable and accrued expenses	211,759		211,370
Accrued real estate taxes	128,794		95,551
Distributions payable	110,463		103,628
Other liabilities	175,341		179,552
Total liabilities	$	4,279,485	$	4,271,014
Commitments and contingencies (Note 11)

Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000,000 shares authorized; 117,737,704 and 117,734,479 issued; 115,640,361 and 115,636,215 outstanding at September 30, 2023 and December 31, 2022, respectively	1,156		1,156
Additional paid-in capital	5,911,627		5,897,454
Distributions in excess of net income attributable to common shareholders	(727,117)		(581,532)
Treasury shares, at cost (8,868,908 and 9,089,926 common shares at September 30, 2023 and December 31, 2022, respectively)	(320,702)		(328,684)
Accumulated other comprehensive loss	(699)		(1,774)
Total common equity	$	4,864,265	$	4,986,620
Non-controlling interests	70,714		70,301
Total equity	$	4,934,979	$	5,056,921
Total liabilities and equity	$	9,214,464	$	9,327,935

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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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)	2023		2022		2023		2022



Property revenues	$	390,778	$	373,772	$	1,154,440	$	1,046,847
Property expenses
Property operating and maintenance	91,011		84,649		$	264,038	$	234,504
Real estate taxes	49,094		48,182		148,345		136,448
Total property expenses	$	140,105	$	132,831	$	412,383	$	370,952
Non-property income/(loss)
Fee and asset management	$	1,077	$	617	$	2,373	$	4,257
Interest and other income	64		88		557		2,881
Income/(loss) on deferred compensation plans	(3,339)		(6,275)		5,417		(28,450)
Total non-property income/(loss)	$	(2,198)	$	(5,570)	$	8,347	$	(21,312)
Other expenses
Property management	$	7,891	$	6,732	$	24,939	$	21,228
Fee and asset management	444		556		1,277		2,090
General and administrative	15,543		14,002		46,762		44,526
Interest	33,006		29,192		99,427		82,756
Depreciation and amortization	144,359		158,877		429,857		429,749

Expense/(benefit) on deferred compensation plans	(3,339)		(6,275)		5,417		(28,450)
Total other expenses	$	197,904	$	203,084	$	607,679	$	551,899
Loss on early retirement of debt	—		—		(2,513)		—
Gain on sale of operating property	—		—		48,919		36,372
Gain on acquisition of unconsolidated joint venture interests	—		—		—		474,146

Equity in income of joint ventures	—		—		—		3,048
Income from continuing operations before income taxes	$	50,571	$	32,287	$	189,131	$	616,250
Income tax expense	(752)		(737)		(2,753)		(2,213)



Net income	$	49,819	$	31,550	$	186,378	$	614,037
Less income allocated to non-controlling interests	(1,856)		(1,706)		(5,399)		(6,133)

Net income attributable to common shareholders	$	47,963	$	29,844	$	180,979	$	607,904




Earnings per share – basic	$	0.44	$	0.27	$	1.66	$	5.66



Earnings per share – diluted	$	0.44	$	0.27	$	1.66	$	5.62




Weighted average number of common shares outstanding – basic	108,683		108,466		108,638		107,314
Weighted average number of common shares outstanding – diluted	108,706		108,506		108,659		108,099
Condensed Consolidated Statements of Comprehensive Income
Net income	$	49,819	$	31,550	$	186,378	$	614,037
Other comprehensive income

Reclassification of net loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation	358		369		1,075		1,107
Comprehensive income	$	50,177	$	31,919	$	187,453	$	615,144
Less income allocated to non-controlling interests	(1,856)		(1,706)		(5,399)		(6,133)

Comprehensive income attributable to common shareholders	$	48,321	$	30,213	$	182,054	$	609,011

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

For the nine months ended September 30, 2023


	Common Shareholders
(in thousands, except per share and share amounts)	Common shares of beneficial interest		Additional paid-in capital		Distributions in excess of net income		Treasury shares, at cost		Accumulated other comprehensive (loss)/income		Non-controlling interests		Total equity
Equity, December 31, 2022	$	1,156	$	5,897,454	$	(581,532)	$	(328,684)	$	(1,774)	$	70,301	$	5,056,921
Net income					180,979						5,399		186,378
Other comprehensive income									1,075				1,075

Net share awards			13,861				7,731						21,592
Employee share purchase plan			626				251						877



Conversions/redemptions 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).

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CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

For the three months ended September 30, 2023


	Common Shareholders
(in thousands, except per share and share amounts)	Common shares of beneficial interest		Additional paid-in capital		Distributions in excess of net income		Treasury shares, at cost		Accumulated other comprehensive (loss)/income		Non-controlling interests		Total equity
Equity, June 30, 2023	$	1,156	$	5,907,828	$	(666,218)	$	(320,675)	$	(1,057)	$	70,508	$	4,991,542
Net income					47,963						1,856		49,819
Other comprehensive income									358				358

Net share awards			3,783				(27)						3,756
Employee share purchase plan			88										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

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(Unaudited)

For the nine months ended September 30, 2022


	Common Shareholders
(in thousands, except per share and share amounts)	Common shares of beneficial interest		Additional paid-in capital		Distributions in excess of net income		Treasury shares, at cost		Accumulated other comprehensive (loss)/income		Non-controlling interests		Total equity
Equity, December 31, 2021	$	1,126	$	5,363,530	$	(829,453)	$	(333,974)	$	(3,739)	$	68,765	$	4,266,255
Net income					607,904						6,133		614,037
Other comprehensive income									1,107				1,107
Common shares issued	30		516,728										516,758
Net share awards			13,207				4,797						18,004
Employee share purchase plan			575				177						752




Cash distributions declared to equity holders ($2.82 per common share)					(303,578)						(4,529)		(308,107)
Other			(417)				(27)						(444)
Equity, September 30, 2022	$	1,156	$	5,893,623	$	(525,127)	$	(329,027)	$	(2,632)	$	70,369	$	5,108,362

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

For the three months ended September 30, 2022


	Common Shareholders
(in thousands, except per share and share amounts)	Common shares of beneficial interest		Additional paid-in capital		Distributions in excess of net income		Treasury shares, at cost		Accumulated other comprehensive (loss)/income		Non-controlling interests		Total equity
Equity, June 30, 2022	$	1,156	$	5,890,792	$	(452,865)	$	(328,975)	$	(3,001)	$	70,173	$	5,177,280
Net income					29,844						1,706		31,550
Other comprehensive income									369				369

Net share awards			2,824				(25)						2,799
Employee share purchase plan			122										122




Cash distributions declared to equity holders ($0.94 per common share)					(102,106)						(1,510)		(103,616)
Other			(115)				(27)						(142)
Equity, September 30, 2022	$	1,156	$	5,893,623	$	(525,127)	$	(329,027)	$	(2,632)	$	70,369	$	5,108,362

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30,
(in thousands)	2023		2022
Cash flows from operating activities
Net income	$	186,378	$	614,037

Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	429,857		429,749

Loss on early retirement of debt	2,513		—
Gain on sale of operating property	(48,919)		(36,372)
Gain on acquisition of unconsolidated joint venture interests	—		(474,146)
Distributions of income from joint ventures	—		3,015
Equity in income of joint ventures	—		(3,048)

Share-based compensation	10,864		9,676

Net change in operating accounts and other	22,277		33,619


Net cash from operating activities	$	602,970	$	576,530
Cash flows from investing activities
Development and capital improvements, including land	$	(294,320)	$	(342,532)
Acquisition of joint venture interests, net of cash acquired	—		(1,066,051)

Proceeds from sale of operating property	60,359		70,536




Increase in non-real estate assets	(4,925)		(3,948)



Other	(1,796)		(6,083)



Net cash from investing activities	$	(240,682)	$	(1,348,078)
Cash flows from financing activities
Borrowings on unsecured revolving credit facility	$	1,192,000	$	640,000
Repayments on unsecured revolving credit facility	(787,000)		(640,000)
Repayment of notes payable, including prepayment penalties	(437,749)		—
Proceeds from issuance of common shares	—		516,758
Distributions to common shareholders and non-controlling interests	(324,446)		(293,231)





Payment of deferred financing costs	(1,267)		(10,165)


Other	1,705		7,623
Net cash from financing activities	$	(356,757)	$	220,985
Net increase/(decrease) in cash, cash equivalents, and restricted cash	5,531		(550,563)
Cash, cash equivalents, and restricted cash, beginning of period	17,438		618,980
Cash, cash equivalents, and restricted cash, end of period	$	22,969	$	68,417
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	$	14,600	$	62,027
Restricted cash	8,369		6,390
Total cash, cash equivalents, and restricted cash, end of period	$	22,969	$	68,417
Supplemental information
Cash paid for interest, net of interest capitalized	$	95,480	$	73,158
Cash paid for income taxes	3,282		3,090
Supplemental schedule of noncash investing and financing activities
Distributions declared but not paid	110,463		103,620
Value of shares issued under benefit plans, net of cancellations	24,974		21,650

Accrual associated with construction and capital expenditures	22,556		23,277
Acquisition of joint venture interests:
Mortgage debt assumed	—		514,554
Other liabilities	—		39,168

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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CAMDEN PROPERTY TRUST

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business

Business. Formed on May 25, 1993, Camden Property Trust ("CPT"), a Texas real estate investment trust ("REIT"), and all consolidated subsidiaries are primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Our multifamily apartment communities are referred to as "communities," "multifamily communities," "properties," or "multifamily properties" in the following discussion. As of September 30, 2023, we owned interests in, operated, or were developing 177 multifamily properties comprised of 60,514 apartment homes across the United States. Of the 177 properties, five properties were under construction as of September 30, 2023, and will consist of a total of 1,553 apartment homes when completed. We also own land holdings which we may develop into multifamily communities in the future.

2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Principles of Consolidation. Our condensed consolidated financial statements include our accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which we have control. All intercompany transactions, balances, and profits have been eliminated in consolidation. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities ("VIEs"), which requires the consolidation of VIEs in which we are considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation primarily using a voting interest model. In determining if we have a controlling financial interest, we consider factors such as ownership interests, decision making authority, kick-out rights and participating rights. As of September 30, 2023, 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, 2023, 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 2022 Annual Report on Form 10-K.

Acquisitions of Real Estate. Upon an acquisition of real estate, we determine the fair value of tangible and intangible assets, which includes land, buildings (as-if-vacant), furniture and fixtures, the value of in-place leases, including above and below market leases, and acquired liabilities. In estimating these values, we apply methods similar to those used by independent appraisers of income-producing property. Estimates of fair value of acquired debt are based upon interest rates available for the issuance of debt with similar terms and remaining maturities. Depreciation is computed on a straight-line basis over the remaining useful lives of the related tangible assets. The value of in-place leases and above or below market leases is amortized over the estimated average remaining life of leases in place at the time of acquisition; the net carrying value of in-place leases are included in other assets, net, and the net carrying value of above or below market leases are included in other liabilities, net in our condensed consolidated balance sheets.

We did not recognize amortization expense related to in-place leases or revenue related to net below-market leases during the three or nine months ended September 30, 2023. We recognized amortization expense related to in-place leases of approximately $19.3 million and $44.9 million and recognized revenue related to net below-market leases of $3.4 million and $7.8 million for the three and nine months ended September 30, 2022, respectively.

During the three and nine months ended September 30, 2022, the weighted average amortization periods for in-place leases were approximately nine months and eight months, respectively, and the weighted average amortization periods for net below-market leases were approximately eight months and seven months, respectively.

Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. While we believe our estimates of future cash flows are 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

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fair value, management uses appraisals, management estimates, and discounted cash flow calculations which utilize inputs from a marketplace participant's perspective. We did not record any impairment charges for the three or nine months ended September 30, 2023 or 2022.

The value of our properties under development depends on market conditions, including estimates of the project start date, projected construction costs, and demand for multifamily communities. We have reviewed market trends and other marketplace information and incorporated this information as well as our current outlook into the assumptions we use in our impairment analyses. Due to the judgment and assumptions applied in the impairment analyses, it is possible actual results could differ substantially from those estimated.

We believe the carrying value of our operating real estate assets, properties under development, and land is currently recoverable. However, if market conditions deteriorate or if changes in our development strategy significantly affect any key assumptions used in our fair value estimates, we may need to take material charges in future periods for impairments related to existing assets. Any such material non-cash charges could have an adverse effect in our consolidated financial position and results of operations.

Cost Capitalization. Real estate assets are carried at cost plus capitalized carrying charges. Carrying charges are primarily interest and real estate taxes which are capitalized as part of properties under development. Capitalized interest is generally based on the weighted average interest rate of our unsecured debt and was approximately $5.2 million and $5.0 million for the three months ended September 30, 2023 and 2022, respectively, and was approximately $15.2 million and $13.5 million for the nine months ended September 30, 2023 and 2022, respectively. Capitalized real estate taxes were approximately $0.6 million and $1.0 million for the three months ended September 30, 2023 and 2022, respectively, and were approximately $2.7 million and $3.5 million for the nine months ended September 30, 2023 and 2022, respectively.

Expenditures directly related to the development and improvement of real estate assets are capitalized at cost as land and buildings and improvements. Indirect development costs, including salaries and benefits and other related costs directly attributable to the development of properties, are also capitalized. We begin capitalizing development, construction, and carrying costs when the development of the future real estate asset is probable and certain activities necessary to prepare the underlying real estate for its intended use have been initiated. All construction and carrying costs are capitalized and reported in the balance sheet as properties under development until the apartment homes are substantially completed. As apartment homes within development properties are substantially completed, the total capitalized development cost of each apartment home is transferred from properties under development including land to buildings and improvements.

Depreciation and amortization is computed over the expected useful lives of depreciable property on a straight-line basis with lives generally as follows:


			Estimated Useful Life
Buildings and improvements			5-35 years
Furniture, fixtures, equipment, and other			3-20 years
Intangible assets/liabilities (in-place leases and above and below-market leases)			underlying lease term

Fair Value. For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price we would expect to receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date under current market conditions. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.

In determining fair value, observable inputs reflect market data obtained from independent sources while unobservable inputs reflect our market assumptions; preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

•Level 1: Quoted prices for identical instruments in active markets.

•Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

•Level 3: Significant inputs to the valuation model are unobservable.

Recurring Fair Value Measurements. The following describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis:

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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, including the remeasurement of previously held ownership interests, using fair value methodologies described above at "Acquisitions of Real Estate," 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, 2023 and December 31, 2022, 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 the sales taxes collected from lessees and certain lessor costs paid directly by the lessee. Our other revenue streams include fee and asset management income in accordance with other revenue guidance, ASC 606, Revenues from Contracts with Customers. Details of our material revenue streams are discussed below:

Property Revenues: We earn rental revenue from operating lease contracts for the use of dedicated spaces within owned assets, which is our only underlying asset class. We recognize rental revenues from these lease contracts on a straight-line basis over the applicable lease term, net of amounts related to lease contracts identified as uncollectible. We also earn revenues 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, 2023, our average residential lease term was approximately fourteen months with all non-residential commercial leases averaging longer lease terms. We currently anticipate property revenue from existing leases as follows:


(in millions)
Year ended December 31,	Operating Leases
Remainder of 2023	$	340.6
2024	637.8
2025	5.8
2026	3.8
2027	3.3
Thereafter	9.3
Total	$	1,000.6

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.

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3. Per Share Data

Basic earnings per share is computed using net income attributable to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflects common shares issuable from the assumed conversion of common share options and unvested share awards as well as units convertible into common shares. Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. Our unvested share-based awards are considered participating securities and are reflected in the calculation of basic and diluted earnings per share using the two-class method. Common shares under a forward sale agreement, if any, will be considered in our calculation for diluted earnings-per-share until settlement using the if-converted method. The number of common share equivalent securities excluded from the diluted earnings per share calculation was approximately 1.7 million and 1.8 million for each of the three and nine months ended September 30, 2023, respectively and was approximately 1.7 million and 1.0 million for the three and nine months ended September 30, 2022, respectively. 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)	2023		2022		2023		2022
Earnings per common share calculation – basic
Income from continuing operations attributable to common shareholders	$	47,963	$	29,844	$	180,979	$	607,904
Amount allocated to participating securities	(61)		(40)		(318)		(933)


Net income attributable to common shareholders – basic	$	47,902	$	29,804	$	180,661	$	606,971



Total earnings per common share – basic	$	0.44	$	0.27	$	1.66	$	5.66

Weighted average number of common shares outstanding – basic	108,683		108,466		108,638		107,314

Earnings per common share calculation – diluted
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities	$	47,902	$	29,804	$	180,661	$	606,971
Income allocated to common units from continuing operations	—		—		—		1,056


Net income attributable to common shareholders – diluted	$	47,902	$	29,804	$	180,661	$	608,027



Total earnings per common share – diluted	$	0.44	$	0.27	$	1.66	$	5.62

Weighted average number of common shares outstanding – basic	108,683		108,466		108,638		107,314
Incremental shares issuable from assumed conversion of:
Share awards granted	23		40		21		52
Common units	—		—		—		733
Weighted average number of common shares outstanding – diluted	108,706		108,506		108,659		108,099

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.

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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, 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. As of the date of this filing, there were no repurchases and the dollar value of our common equity securities authorized to be repurchased under this program remains at $500.0 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, 2023, we had approximately 106.8 million common shares outstanding, net of treasury shares and shares held in our deferred compensation arrangements, and no preferred shares outstanding.

5. Acquisitions and Dispositions

Acquisition of Land. We did not acquire any land during the three or nine months ended September 30, 2023 or during the three months ended September 30, 2022. During the nine months ended September 30, 2022, we acquired for future development purposes two parcels of land totaling approximately 42.6 acres in Charlotte, North Carolina for an aggregate cost of approximately $32.7 million; approximately 3.8 acres of land in Nashville, Tennessee for approximately $30.5 million; and approximately 15.9 acres of land in Richmond, Texas for approximately $7.8 million.

Asset Acquisition of Operating Properties. We did not acquire any operating properties during the three or nine months ended September 30, 2023 nor the three months ended September 30, 2022. On April 1, 2022, we purchased the remaining 68.7% ownership interests in two unconsolidated discretionary investment funds (collectively, "the Funds" or "the acquisition of the Funds") for cash consideration of approximately $1.1 billion, after adjusting for our assumption of approximately $515 million of existing secured mortgage debt of the Funds which remained outstanding. As a result of this acquisition, we now own 100% ownership interests in 22 multifamily communities comprised of 7,247 units located in Houston, Austin, Dallas, Tampa, Raleigh, Orlando, Washington D.C., Charlotte, and Atlanta. Prior to the acquisition, we accounted for our 31.3% ownership interests in each of these Funds in accordance with the equity method of accounting.

We accounted for this transaction as an asset acquisition and remeasured our previously held 31.3% ownership interests in the Funds to fair value at the acquisition date. As a result of this remeasurement, we recognized a gain of approximately $474.1 million. Upon consolidation, the total consideration was allocated to assets and liabilities based on relative fair value, resulting in an increase in assets comprised of $2.1 billion of real estate assets, $44.0 million of in-place leases and $24.7 million of other assets and an increase in liabilities made up of $514.6 million of secured debt, $39.2 million of other liabilities, and approximately $7.6 million of net below market leases.

Sale of Operating Property. 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. During the nine months ended September 30, 2022, we sold one operating property comprised of 245 apartment homes located in Largo, Maryland for approximately $71.9 million and recognized a gain of approximately $36.4 million. We did not sell any operating properties during the three months ended September 30, 2023 or 2022.

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6. Investments in Joint Ventures

On April 1, 2022, the Company acquired 100% of the ownership interests in the Funds and consolidated the Funds as of the acquisition date, as discussed in Note 5, "Acquisitions and Dispositions," above. Prior to the acquisition, we held a 31.3% ownership interest in the Funds, and accounted for these investments under the equity method. The following table summarizes the statement of income data for the Funds for the period accounted for under the equity method.


	Three Months Ended September 30,		Nine Months Ended September 30,
(in millions)	2022 (1)		2022
Total revenues	$	—	$	37.2

Net income	—		7.1
Equity in income (2)	—		3.0

(1)We consolidated the operations of the Funds as of April 1, 2022 and therefore results are $0 for the three months ended September 30, 2022.

(2)Equity in income excludes our ownership interest of fee income from various services provided by us to the Funds.

Prior to the acquisition of the Funds, we earned fees for property and asset management, construction, development, and other services related to the Funds, and we eliminated fee income for services provided to the Funds to the extent of our ownership. Fees earned for these services, net of eliminations, were approximately $1.7 million for the three months ended March 31, 2022. After the acquisition of the Funds on April 1, 2022, we no longer earn these fees.

7. Notes Payable

The following is a summary of our indebtedness:


(in millions)	September 30, 2023		December 31, 2022
Commercial banks
6.55% Term Loan, due 2024	$	39.9	$	39.8
6.20% Term Loan, due 2024	300.0		300.0
6.13% Unsecured revolving credit facility	447.0		42.0

	$	786.9	$	381.8

Senior unsecured notes
5.07% Notes, due 2023	—		249.8
4.36% Notes, due 2024	249.9		249.7
3.68% Notes, due 2024	249.6		249.2
3.74% Notes, due 2028	398.6		398.3
3.67% Notes, due 2029 (1)	595.9		595.5
2.91% Notes, due 2030	745.2		744.8
3.41% Notes, due 2049	296.9		296.8
	$	2,536.1	$	2,784.1


Total unsecured notes payable	$	3,323.0	$	3,165.9

Secured notes
Master Credit Facilities
3.78% - 4.04% Conventional Mortgage Notes, due 2026 - 2028	$	291.3	$	291.2
6.69% Variable Rate Notes, due 2026	—		166.2
6.99% Variable Rate Construction Note, due 2024	—		18.9
3.87% note, due 2028	38.8		38.7
Total secured notes payable	$	330.1	$	515.0

Total notes payable (2)	$	3,653.1	$	3,680.9

(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%.

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(2) Unamortized debt discounts, debt issuance costs, and fair market value adjustments of $14.8 million and $18.0 million are included in notes payable as of September 30, 2023 and December 31, 2022, respectively.

We have a $300 million unsecured term loan facility which matures in August 2024, with one option to extend the facility at our election to August 2025, and 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 and term loan are 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 and term loan are subject to customary financial covenants and limitations. We believe we are in compliance with all such financial covenants and limitations as of September 30, 2023 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, 2023, we had outstanding letters of credit totaling approximately $27.8 million, resulting in approximately $725.2 million available under our unsecured revolving credit facility.

In May 2023, we utilized our unsecured revolving credit facility to retire our $185.2 million secured variable rate notes due in 2024 and 2026. As a result of the early repayments, we recorded a $2.5 million loss on early retirement of debt in our condensed consolidated statements of income and comprehensive income, which was comprised of approximately $1.7 million of prepayment penalties and fees and approximately $0.8 million for the write-off of applicable unamortized fair value adjustments.

In June 2023, we utilized our unsecured revolving credit facility to repay the principal amount of our 5.07% senior unsecured note payable, which was scheduled to mature on June 15, 2023, for a total of $250.0 million, plus accrued interest.

As a result of the acquisition of the Funds on April 1, 2022, we assumed secured mortgage loans and recorded an approximate $2.4 million fair value adjustment as a decrease to the note balances, which is being amortized over the respective debt terms as an increase to interest expense. Due to the repayment of the secured variable rate notes discussed above, approximately $0.8 million of the applicable unamortized fair value adjustment was written-off and expensed as part of the loss on the early retirement of debt. During each of the three and nine months ended September 30, 2023 and 2022, we also recorded amortization of the fair value adjustment of approximately $0.1 million and $0.3 million, respectively. The remaining unamortized fair value adjustment at September 30, 2023 was approximately $0.9 million.

We had outstanding floating rate debt of approximately $786.9 million and $566.9 million at September 30, 2023 and December 31, 2022, respectively. The weighted average interest rate on such debt was approximately 6.2% for the nine months ended September 30, 2023 and was approximately 5.5% at December 31, 2022.

Our indebtedness had a weighted average maturity of approximately 6.0 years at September 30, 2023. 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, 2023:


(in millions) (1)	Amount (2)		Weighted Average Interest Rate (3)
Remainder of 2023	$	(0.7)	—	%
2024	537.6		4.2
2025	298.0		6.2
2026	22.1		4.0
2027	619.9		5.5
Thereafter	2,176.2		3.4
Total	$	3,653.1	4.1	%

(1)Includes all available extension options.

(2)Includes amortization of debt discounts, debt issuance costs, and fair market value adjustments.

(3)Includes the effects of the applicable settled forward interest rate swaps.

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8. Derivative Financial Instruments and Hedging Activities

Risk Management Objective of Using Derivatives. We are exposed to certain risks arising from both our business operations and economic conditions. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we may enter into derivative financial instruments to manage exposures arising from business activities resulting in differences in the amount, timing, and duration of our known or expected cash payments related to our borrowings.

Cash Flow Hedges of Interest Rate Risk. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we periodically use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Designated Hedges. The gain or loss on derivatives designated and qualifying as cash flow hedges is reported as a component of other comprehensive income or loss, and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings and is presented in the same line item as the earnings effect of the hedged item. At September 30, 2023 and 2022, we had no designated hedges outstanding.

As of each of the three and nine months ended September 30, 2023 and 2022, there were no unrealized gains or losses recognized in other comprehensive income related to derivative financial instruments. During each of the three months ended September 30, 2023 and 2022, approximately $0.3 million was reclassified from accumulated other comprehensive income (loss) as an increase to interest expense and approximately $1.0 million was reclassified from accumulated other comprehensive income (loss) as an increase to interest expense during each of the nine months ended September 30, 2023 and 2022, for derivative financial instruments settled in prior periods.

9. Share-Based Compensation and Non-Qualified Deferred Compensation Plan

Incentive Compensation. We currently maintain the 2018 Share Incentive Plan (the "2018 Share Plan"), 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 stock options, stock appreciation rights, restricted stock awards, stock bonuses and other stock-based awards. Persons eligible to receive awards under the 2018 Share Plan include our and our subsidiaries' officers and employees, Trust Managers, and certain of our and our subsidiaries' consultants and advisors. A total of 9.7 million shares ("Share Limit") was authorized under the 2018 Share Plan. Shares issued or to be issued are counted against the Share Limit as (1) 3.45 to 1.0 for every share award, excluding stock options and share appreciation rights, granted, and (2) 1.0 to 1.0 for every share of stock option or share appreciation right granted. As of September 30, 2023, there were approximately 5.2 million common shares available under the 2018 Share Plan, which would result in approximately 1.5 million shares which could be granted pursuant to full value awards conversion ratios as defined under the plan.

Total compensation cost for share awards charged against income was approximately $4.0 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively, and approximately $11.9 million and $10.6 million for the nine months ended September 30, 2023 and 2022, respectively. Total capitalized compensation costs for share awards were approximately $1.5 million and $1.1 million for the three months ended September 30, 2023 and 2022, respectively, and approximately $4.7 million and $3.2 million for the nine months ended September 30, 2023 and 2022, respectively.

A summary of activity under our share incentive plans for the nine months ended September 30, 2023 is shown below:


	Nonvested Share Awards Outstanding	Weighted Average Exercise / Grant Price
Nonvested share awards outstanding at December 31, 2022	164,647	$	132.99
Granted	219,250	117.02
Vested	(202,873)	121.43
Forfeited	(5,205)	131.06
Total nonvested share awards outstanding at September 30, 2023	175,819	$	126.47

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

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vest, the value of the share awards is amortized from the date of grant to the individual's Retirement Eligibility date. All new share awards granted after reaching Retirement Eligibility vest on the date of grant.

The weighted average fair value of share awards granted during the nine months ended September 30, 2023 and 2022 was $117.02 per share and $161.91 per share, respectively. The total fair value of shares vested was approximately $24.6 million and $19.4 million during the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023, the unamortized value of previously issued unvested share awards was approximately $15.5 million which is expected to be amortized over the next two years.

10. Net Change in Operating Accounts

The effect of changes in the operating and other accounts on cash flows from operating activities is as follows:


	Nine Months Ended September 30,
(in thousands)	2023		2022
Change in assets:
Other assets, net	$	(12,349)	$	(16,969)
Change in liabilities:
Accounts payable and accrued expenses	1,082		(4,207)
Accrued real estate taxes	33,245		52,560
Other liabilities	(2,152)		(885)
Other	2,451		3,120
Change in operating accounts and other	$	22,277	$	33,619

11. Commitments and Contingencies

Construction Contracts. As of September 30, 2023, we estimated the total additional cost to complete the five properties currently under construction to be approximately $180.6 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 multi-family housing, including us, which utilize this software. The complaints allege collusion among the defendants to fix rents in violation of Section 1 of the Sherman Act. The U.S. Judicial Panel on Multidistrict Litigation has consolidated 43 cases, including those filed against us, into a single action in the United States District Court for the Middle District of Tennessee. We and our co-defendants formed a joint defense group that allows free communication and strategizing among us and our attorneys, and allows us to combine efforts in drafting motions. On October 9, 2023, the joint defense group filed several motions, including to dismiss the cases. The Court is currently scheduled to hold a hearing on these motions on December 11, 2023, and we expect a decision to be rendered sometime thereafter. We believe these lawsuits are without merit and intend to vigorously defend the actions. On October 24, 2023, the Antitrust Division of the U.S. Department of Justice informed us they were investigating this matter. 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.

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

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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, 2023, 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, 2023. The lease and non-lease components, excluding short-term lease contracts with a duration of 12 months or less, are accounted for as a combined single component based upon the standalone price at the time the applicable lease is commenced and is recognized as a lease expense on a straight-line basis over the lease term. Most of our office facility leases include options to renew and generally are not included in the operating lease liabilities or right-of-use assets as they are not reasonably certain of being exercised. If an option to renew is exercised, it would be considered a separate contract and recognized based upon the standalone price at the time the option to renew is exercised. Variable lease payments which values are not known at lease commencement, such as executory costs of real estate taxes, property insurance, and common area maintenance, are expensed as incurred. Rental expense totaled approximately $1.0 million for each of the three months ended September 30, 2023 and 2022, and approximately $2.9 million and $3.0 million for the nine months ended September 30, 2023 and 2022, respectively. The following is a summary of our maturities of our lease liabilities as of September 30, 2023:


(in millions)
Year ended December 31,	Operating Leases
Remainder of 2023	$	0.8
2024	3.1
2025	2.3
2026	0.4
2027	0.1
Thereafter	—
Less: discount for time value	(0.3)
Lease liability as of September 30, 2023	$	6.4

12. Income Taxes

We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code of 1986, as amended. In order for us to continue to qualify as a REIT we must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our adjusted taxable income. As a REIT, we generally will not be subject to federal income tax on our taxable income at the corporate level to the extent such income is distributed to our shareholders annually. If our taxable income exceeds our dividends in a tax year, REIT tax rules allow us to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If we fail to qualify as a REIT in any taxable year, we may be subject to federal and state income taxes for such year. In addition, we may not be able to requalify as a REIT for the four subsequent taxable years and may be subject to federal and state income taxes in those years as well. Historically, we have incurred only state and local income, franchise, and excise taxes. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to applicable federal, state, and local income taxes. Our consolidated operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level.

We have recorded income, franchise, sales, and excise taxes in the condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2023 and 2022 as income tax expense. Income taxes for the three and nine months ended September 30, 2023 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, 2023.

13. Fair Value Measurements

Recurring Fair Value Measurements. The following table presents information about our financial instruments measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 using the inputs and fair value hierarchy discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."

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Financial Instruments Measured at Fair Value on a Recurring Basis


	September 30, 2023								December 31, 2022
(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)	$	122.6	$	—	$	—	$	122.6	$	120.7	$	—	$	—	$	120.7

(1)Approximately $9.5 million and $3.6 million of participant cash was withdrawn from our deferred compensation plan investments during the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively.

Non-Recurring Fair Value Disclosures. The nonrecurring fair value disclosure inputs under the fair value hierarchy are discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements." We did not have any asset acquisitions of operating properties or impairments during the nine months ended September 30, 2023. On April 1, 2022, we acquired the remaining 68.7% ownership interests in the Funds, which owned 22 multifamily communities. We consolidated these properties upon obtaining 100% ownership interests and 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. Our previously held 31.3% equity interests in the Fund were also remeasured to fair value utilizing these same techniques and the fair value measurements associated with the valuation of these acquired assets represent Level 3 measurements within the fair value hierarchy. See Note 5, "Acquisitions and Dispositions" for further discussion about this acquisition.

Financial Instrument Fair Value Disclosures. The following table presents the carrying and estimated fair values of our notes payable at September 30, 2023 and December 31, 2022, in accordance with the policies discussed in Note 2, "Summary of Significant Accounting Policies and Recent Accounting Pronouncements."


	September 30, 2023				December 31, 2022
(in millions)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Fixed rate notes payable	$	2,866.2	$	2,527.8	$	3,114.0	$	2,806.1
Floating rate notes payable (1)	786.9		788.6		566.9		566.8

(1) Includes balances outstanding under our unsecured revolving credit facility at September 30, 2023 and December 31, 2022.

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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, 2022. 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.

For a discussion of risks in response to recent bank failures, see "Because of recent deterioration of the credit and capital markets, we may be unable to obtain debt financing from sources other than our unsecured revolving credit facility on acceptable terms or at all" under Item 1A, "Risk Factors." 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:

•Because of recent deterioration of the credit and capital markets, we may be unable to obtain debt financing from sources other than our unsecured revolving credit facility on acceptable terms or at all;

•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 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;

•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;

•A pandemic and measures intended to prevent its spread could negatively impact 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.

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

Executive Summary

Camden Property Trust and all consolidated subsidiaries are primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. We focus on investing in markets characterized by high-growth economic conditions, strong employment, and attractive quality of life which we believe leads to higher demand for our apartments and retention of our residents. As of September 30, 2023, we owned interests in, operated, or were developing 177 multifamily properties comprised of 60,514 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, 2023, our results reflect an increase in same store revenues of approximately 4.1% and 6.0%, respectively, as compared to the same periods in 2022. The increases were primarily due to higher average rental rates, which we believe was primarily attributable to job growth, favorable demographics with a higher propensity to rent versus buy, continued demand for multifamily housing in our markets, and a manageable supply of new multifamily housing.

We currently believe the supply of multifamily homes will remain at manageable levels during 2023 in the submarkets and asset classes in which we operate. However, if this were to change or other economic conditions were to worsen, our operating results could be adversely affected.

Consolidated Results

Net income attributable to common shareholders was $48.0 million and $29.8 million for the three months ended September 30, 2023 and 2022, respectively, and $181.0 million and $607.9 million for the nine months ended September 30, 2023 and 2022, respectively. The decrease during the nine months ended September 30, 2023 as compared to the same period in 2022 was primarily due to a $474.1 million gain recognized as a result of the remeasurement of our previously held 31.3% ownership interest in two unconsolidated Funds (collectively, "the Funds" or "the acquisition of the Funds") upon our acquiring the remaining ownership interests on April 1, 2022. The decrease was also due to higher interest expense incurred during the nine months ended September 30, 2023 as compared to the same period in 2022. The decrease was partially offset by an increase in property operations during the nine months ended September 30, 2023 as compared to the same period in 2022. The decrease was further offset by recognizing a higher gain on sale of one operating property during the nine months ended September 30, 2023 of approximately $48.9 million as compared to a gain on sale of one operating property during the nine months ended September 30, 2022 of approximately $36.4 million. See further discussion of our 2023 operations as compared to 2022 in "Results of Operations," below.

The increase in net income attributable to common shareholders during the three months ended September 30, 2023 as compared to the same period in 2022 was primarily due to an increase in property operations during the three months ended September 30, 2023 as compared to the same period in 2022. The increase was also due to lower amortization expense recognized during the three months ended September 30, 2023, as a result of the amortization of in-place leases related to the acquisition of the Funds in April 2022 being fully amortized as of December 31, 2022. See further discussion of our 2023 operations as compared to 2022 in "Results of Operations” below.

Construction Activity

At September 30, 2023, we had a total of five properties under construction comprising 1,553 apartment homes. As of September 30, 2023, we estimated the total additional cost to complete the construction of these five properties is approximately $180.6 million.

Dispositions

Operating property: In June 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.

Other

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 and we may also enter into separate forward sale agreements with forward purchasers for an aggregate offering price of up to $500.0 million (the "2023 ATM program"). As of the date of this filing, we have $500.0 million available for sale under this program.

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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 the ATM program, and other unsecured borrowings or secured mortgages.

As of September 30, 2023, we had approximately $725.2 million available under our $1.2 billion unsecured revolving credit facility. As of September 30, 2023 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 and the ability to issue debt and equity under our automatic shelf registration statement. We believe scheduled repayments of debt due during the next 12 months are manageable at approximately $540.0 million which represents approximately 14.8% of our total outstanding debt, and excludes amortization of debt discounts, and debt issuance costs. 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, 2023		December 31, 2022
	Number of Homes	Properties	Number of Homes	Properties
Operating Properties
Houston, Texas	9,154	26	9,154	26
Dallas, Texas	6,224	15	6,224	15
Washington, D.C. Metro	6,192	17	6,192	17
Atlanta, Georgia	4,862	15	4,862	15
Phoenix, Arizona	4,426	14	4,029	13
Orlando, Florida	3,954	11	3,954	11
Austin, Texas	3,686	11	3,686	11
Raleigh, North Carolina	3,252	9	3,252	9
Charlotte, North Carolina	3,104	14	3,104	14
Tampa, Florida	3,104	8	3,104	8
Southeast Florida	3,050	9	3,050	9
Denver, Colorado	2,873	9	2,873	9
Los Angeles/Orange County, California	2,525	6	2,663	7
San Diego/Inland Empire, California	1,797	6	1,797	6
Nashville, Tennessee	758	2	758	2
Total Operating Properties	58,961	172	58,702	172

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	September 30, 2023		December 31, 2022
	Number of Homes	Properties	Number of Homes	Properties
Properties Under Construction
Raleigh, North Carolina	789	2	789	2
Charlotte, North Carolina	387	1	387	1
Houston, Texas	377	2	377	2
Phoenix, Arizona	—	—	397	1



Total Properties Under Construction	1,553	5	1,950	6













Total Properties	60,514	177	60,652	178

Stabilized Communities

We generally consider a property stabilized once it reaches 90% occupancy. During the quarter ended September 30, 2023, stabilization was achieved at one consolidated operating property as follows:

($ in millions)
Stabilized Property and Location

Number of Apartment Homes

Date of Construction Completion

Date of Stabilization

Camden Tempe II

397

2Q23

3Q23

Tempe, AZ

Properties Under Development

Our condensed consolidated balance sheet at September 30, 2023 includes approximately $499.8 million related to properties under development and land. Of this amount, approximately $237.4 million related to our properties currently under construction. In addition, we had approximately $262.4 million primarily invested in land held for future development.

Properties Under Construction. At September 30, 2023, 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 NoDa (1)
Charlotte, NC	387	$	108.0	$	107.6	$	5.2	4Q23	2Q24
Camden Durham (2)
Durham, NC	420	145.0		119.0		101.9		2Q24	4Q25
Camden Woodmill Creek (3)
The Woodlands, TX	189	75.0		48.0		39.5		3Q24	4Q24
Camden Village District
Raleigh, NC	369	138.0		61.6		61.6		2Q25	4Q26
Camden Long Meadow Farms
Richmond, TX	188	80.0		29.2		29.2		3Q24	4Q24
Total	1,553	$	546.0	$	365.4	$	237.4

(1) Property in lease-up and was 82% leased at October 25, 2023.

(2) Property in lease-up and was 6% leased at October 25, 2023.

(3) Property in lease-up and was 5% leased at October 25, 2023.

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Development Pipeline Communities. At September 30, 2023, we had the following multifamily communities undergoing development activities:


($ in millions) Properties and Locations	Projected Homes	Total Estimated Cost (1)		Cost to Date
Camden South Charlotte
Charlotte, NC	420	$	153.0	$	28.5
Camden Blakeney
Charlotte, NC	349	145.0		25.1
Camden Baker
Denver, CO	435	165.0		32.2
Camden Nations
Nashville, TN	393	175.0		38.6
Camden Gulch
Nashville, TN	480	260.0		47.9
Camden Paces III
Atlanta, GA	350	100.0		22.0
Camden Highland Village II
Houston, TX	300	100.0		10.3
Camden Arts District
Los Angeles, CA	354	150.0		43.7
Camden Downtown II
Houston, TX	271	145.0		14.1
Total	3,352	$	1,393.0	$	262.4

(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.

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.

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Reconciliations of net income to NOI for the three and nine months ended September 30, 2023 and 2022 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Net income	$	49,819	$	31,550	$	186,378	$	614,037
Less: Fee and asset management income	(1,077)		(617)		(2,373)		(4,257)
Less: Interest and other income	(64)		(88)		(557)		(2,881)
Less: (Income)/loss on deferred compensation plans	3,339		6,275		(5,417)		28,450
Plus: Property management expense	7,891		6,732		24,939		21,228
Plus: Fee and asset management expense	444		556		1,277		2,090
Plus: General and administrative expense	15,543		14,002		46,762		44,526
Plus: Interest expense	33,006		29,192		99,427		82,756
Plus: Depreciation and amortization expense	144,359		158,877		429,857		429,749
Plus: Expense/(benefit) on deferred compensation plans	(3,339)		(6,275)		5,417		(28,450)
Plus: Loss on early retirement of debt	—		—		2,513		—
Less: Gain on sale of operating property	—		—		(48,919)		(36,372)
Less: Gain on acquisition of unconsolidated joint venture interests	—		—		—		(474,146)

Less: Equity in income of joint ventures	—		—		—		(3,048)
Plus: Income tax expense	752		737		2,753		2,213


Net operating income	$	250,673	$	240,941	$	742,057	$	675,895

Property-Level NOI (1)

Property NOI, as reconciled above, is detailed further into the following categories for the three and nine months ended September 30, 2023 as compared to the same periods in 2022:


($ in thousands)	Homes at	Three Months Ended September 30,		Change		Nine Months Ended September 30,		Change
($ in thousands)	9/30/2023	2023	2022	$	%	2023	2022