CAMDEN PROPERTY TRUST [CPT] Filings

10-Q 1 cpt-20220930.htm 10-Q cpt-20220930

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, 2022


☐			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 21, 2022, 106,528,035 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.

Table of Contents

CAMDEN PROPERTY TRUST

Table of Contents


		Page
PART I	FINANCIAL INFORMATION	1

Item 1	Financial Statements	1

	Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2022 and December 31, 2021	1

	Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021	2

	Condensed Consolidated Statements of Equity (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021	3

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2022 and 2021	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4	Controls and Procedures	35

PART II	OTHER INFORMATION	35

Item 1	Legal Proceedings	35

Item 1A	Risk Factors	35

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3	Defaults Upon Senior Securities	35

Item 4	Mine Safety Disclosures	35

Item 5	Other Information	35

Item 6	Exhibits	36

SIGNATURES

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except per share amounts)	September 30, 2022		December 31, 2021
Assets
Real estate assets, at cost
Land	$	1,706,396	$	1,349,594
Buildings and improvements	10,574,820		8,624,734
	$	12,281,216	$	9,974,328
Accumulated depreciation	(3,709,487)		(3,358,027)
Net operating real estate assets	$	8,571,729	$	6,616,301
Properties under development, including land	529,076		474,739
Investments in joint ventures	—		13,730



Total real estate assets	$	9,100,805	$	7,104,770
Accounts receivable – affiliates	13,258		18,664
Other assets, net	231,645		234,370

Cash and cash equivalents	62,027		613,391
Restricted cash	6,390		5,589
Total assets	$	9,414,125	$	7,976,784
Liabilities and equity
Liabilities
Note Payable
Unsecured	$	3,173,198	$	3,170,367
Secured	514,843		—
Accounts payable and accrued expenses	212,558		191,651
Accrued real estate taxes	125,210		66,673
Distributions payable	103,620		88,786
Other liabilities	176,334		193,052
Total liabilities	$	4,305,763	$	3,710,529
Commitments and contingencies (Note 11)

Equity
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 117,727 and 114,668 issued; 115,627 and 112,578 outstanding at September 30, 2022 and December 31, 2021, respectively	1,156		1,126
Additional paid-in capital	5,893,623		5,363,530
Distributions in excess of net income attributable to common shareholders	(525,127)		(829,453)
Treasury shares, at cost (9,099 and 9,236 common shares at September 30, 2022 and December 31, 2021, respectively)	(329,027)		(333,974)
Accumulated other comprehensive loss	(2,632)		(3,739)
Total common equity	$	5,037,993	$	4,197,490
Non-controlling interests	70,369		68,765
Total equity	$	5,108,362	$	4,266,255
Total liabilities and equity	$	9,414,125	$	7,976,784

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

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)	2022		2021		2022		2021



Property revenues	$	373,772	$	294,130	$	1,046,847	$	838,221
Property expenses
Property operating and maintenance	$	84,649	$	71,337	$	234,504	$	200,360
Real estate taxes	48,182		38,731		136,448		113,611
Total property expenses	$	132,831	$	110,068	$	370,952	$	313,971
Non-property income
Fee and asset management	$	617	$	3,248	$	4,257	$	7,717
Interest and other income	88		443		2,881		1,032
Income/(loss) on deferred compensation plans	(6,275)		(843)		(28,450)		9,183
Total non-property income/(loss)	$	(5,570)	$	2,848	$	(21,312)	$	17,932
Other expenses
Property management	$	6,732	$	6,640	$	21,228	$	19,200
Fee and asset management	556		1,159		2,090		3,310
General and administrative	14,002		14,960		44,526		44,428
Interest	29,192		24,987		82,756		72,715
Depreciation and amortization	158,877		111,462		429,749		304,189

Expense/(benefit) on deferred compensation plans	(6,275)		(843)		(28,450)		9,183
Total other expenses	$	203,084	$	158,365	$	551,899	$	453,025

Gain on sale of operating property	—		—		36,372		—
Gain on acquisition of unconsolidated joint venture interests	—		—		474,146		—

Equity in income of joint ventures	—		2,540		3,048		6,652
Income from continuing operations before income taxes	$	32,287	$	31,085	$	616,250	$	95,809
Income tax expense	(737)		(480)		(2,213)		(1,292)



Net income	$	31,550	$	30,605	$	614,037	$	94,517
Less income allocated to non-controlling interests	(1,706)		(1,122)		(6,133)		(3,508)

Net income attributable to common shareholders	$	29,844	$	29,483	$	607,904	$	91,009




Earnings per share – basic	$	0.27	$	0.29	$	5.66	$	0.90



Earnings per share – diluted	$	0.27	$	0.29	$	5.62	$	0.90




Weighted average number of common shares outstanding – basic	108,466		103,071		107,314		101,119
Weighted average number of common shares outstanding – diluted	108,506		103,171		108,099		101,199
Condensed Consolidated Statements of Comprehensive Income
Net income	$	31,550	$	30,605	$	614,037	$	94,517
Other comprehensive income

Reclassification of net loss on cash flow hedging activities, prior service cost and net loss on post retirement obligation	369		372		1,107		1,117
Comprehensive income	$	31,919	$	30,977	$	615,144	$	95,634
Less income allocated to non-controlling interests	(1,706)		(1,122)		(6,133)		(3,508)

Comprehensive income attributable to common shareholders	$	30,213	$	29,855	$	609,011	$	92,126

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

For the nine months ended September 30, 2022


	Common Shareholders
(in thousands, except per share amounts)	Common shares of beneficial interest		Additional paid-in capital		Distributions in excess of net income		Treasury shares, at cost		Accumulated other comprehensive (loss)/income		Non-controlling interests		Total equity
Equity, December 31, 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).

Table of Contents

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

For the three months ended September 30, 2022


	Common Shareholders
(in thousands, except per share amounts)	Common shares of beneficial interest		Additional paid-in capital		Distributions in excess of net income		Treasury shares, at cost		Accumulated other comprehensive (loss)/income		Non-controlling interests		Total equity
Equity, June 30, 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).

Table of Contents

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(Unaudited)

For the nine months ended September 30, 2021


	Common Shareholders
(in thousands, except per share amounts)	Common shares of beneficial interest		Additional paid-in capital		Distributions in excess of net income		Treasury shares, at cost		Accumulated other comprehensive (loss)/income		Non-controlling interests		Total equity
Equity, December 31, 2020	$	1,069	$	4,581,710	$	(791,079)	$	(341,412)	$	(5,383)	$	71,682	$	3,516,587
Net income					91,009						3,508		94,517
Other comprehensive income									1,117				1,117
Common shares issued	43		579,475										579,518
Net share awards			11,359				6,450						17,809
Employee share purchase plan			2,472				896						3,368



Conversion of operating partnership units	1		5,935								(5,936)		—
Cash distributions declared to equity holders ($2.49 per common share)					(254,810)						(4,117)		(258,927)
Other	1		(168)										(167)
Equity, September 30, 2021	$	1,114	$	5,180,783	$	(954,880)	$	(334,066)	$	(4,266)	$	65,137	$	3,953,822

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

For the three months ended September 30, 2021


	Common Shareholders
(in thousands, except per share amounts)	Common shares of beneficial interest		Additional paid-in capital		Distributions in excess of net income		Treasury shares, at cost		Accumulated other comprehensive (loss)/income		Non-controlling interests		Total equity
Equity, June 30, 2021	$	1,098	$	4,953,703	$	(897,761)	$	(334,161)	$	(4,638)	$	67,967	$	3,786,208
Net income					29,483						1,122		30,605
Other comprehensive income									372				372
Common shares issued	14		220,661										220,675
Net share awards			3,876				95						3,971
Employee share purchase plan			33										33



Conversion of operating partnership units			2,619								(2,619)		—
Cash distributions declared to equity holders ($0.83 per common share)					(86,602)						(1,333)		(87,935)
Other	2		(109)										(107)
Equity, September 30, 2021	$	1,114	$	5,180,783	$	(954,880)	$	(334,066)	$	(4,266)	$	65,137	$	3,953,822

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

CAMDEN PROPERTY TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30,
(in thousands)	2022		2021
Cash flows from operating activities
Net income	$	614,037	$	94,517

Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	429,749		304,189


Gain on sale of operating property	(36,372)		—
Gain on acquisition of unconsolidated joint venture interests	(474,146)		—
Distributions of income from joint ventures	3,015		6,553
Equity in income of joint ventures	(3,048)		(6,652)

Share-based compensation	9,676		12,148

Net change in operating accounts and other	33,619		25,267


Net cash from operating activities	$	576,530	$	436,022
Cash flows from investing activities
Development and capital improvements, including land	$	(342,532)	$	(279,698)
Acquisition of operating properties, including joint venture interests, net of cash acquired	(1,066,051)		(464,000)

Proceeds from sale of operating property	70,536		—




Increase in non-real estate assets	(3,948)		(4,685)



Other	(6,083)		(7,371)



Net cash from investing activities	$	(1,348,078)	$	(755,754)
Cash flows from financing activities
Borrowings on unsecured credit facility	$	640,000	$	—
Repayments on unsecured credit facility	(640,000)		—
Proceeds from issuance of common shares	516,758		579,518
Distributions to common shareholders and non-controlling interests	(293,231)		(255,120)






Payment of deferred financing costs	(10,165)		(1,037)


Other	7,623		5,385
Net cash from financing activities	$	220,985	$	328,746
Net increase/(decrease) in cash, cash equivalents, and restricted cash	(550,563)		9,014
Cash, cash equivalents, and restricted cash, beginning of period	618,980		424,533
Cash, cash equivalents, and restricted cash, end of period	$	68,417	$	433,547
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	$	62,027	$	428,226
Restricted cash	6,390		5,321
Total cash, cash equivalents, and restricted cash, end of period	$	68,417	$	433,547
Supplemental information
Cash paid for interest, net of interest capitalized	$	73,158	$	64,794
Cash paid for income taxes	3,090		2,221
Supplemental schedule of noncash investing and financing activities
Distributions declared but not paid	103,620		87,919
Value of shares issued under benefit plans, net of cancellations	21,650		18,858
Conversion of operating partnership units to common shares	—		5,936
Accrual associated with construction and capital expenditures	23,277		25,137
Acquisition of joint venture interests:
Mortgage debt assumed	514,554		—
Other liabilities	39,168		—

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

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, 2022, we owned interests in, operated, or were developing 178 multifamily properties comprised of 60,652 apartment homes across the United States. Of the 178 properties, seven properties were under construction as of September 30, 2022, and will consist of a total of 2,219 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, 2022, 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, 2022, we held between 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 2021 Annual Report on Form 10-K.

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

We recognized amortization expense related to in-place leases of approximately $19.3 million and $8.4 million for the three months ended September 30, 2022 and 2021, respectively, and approximately $44.9 million and $10.9 million for the nine months ended September 30, 2022 and 2021, respectively. The unamortized value of in-place leases at September 30, 2022 was approximately $5.6 million, and is expected to be fully amortized by December 31, 2022. We 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, and approximately $0.2 million of revenue related to net below-market leases for each of the three and nine months ended September 30, 2021.

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 were approximately ten months for each of the three and nine months ended September 30, 2021. During the three and nine months ended September 30, 2022, the weighted average amortization periods for net below-market leases were approximately eight months and seven months, respectively, and were approximately ten months for each of the three and nine months ended September 30, 2021.

Table of Contents

Asset Impairment. Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment may exist if estimated future undiscounted cash flows associated with long-lived assets are not sufficient to recover the carrying value of such assets. We consider projected future undiscounted cash flows, trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. While we believe our estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including market rents, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived asset is adjusted to its fair value. In estimating fair value, management uses appraisals, management estimates, and discounted cash flow calculations which utilize inputs from a marketplace participant's perspective. We did not record any impairment charges for the three or nine months ended September 30, 2022 or 2021.

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 $5.0 million and $3.5 million for the three months ended September 30, 2022 and 2021, respectively, and was approximately $13.5 million and $12.8 million for the nine months ended September 30, 2022 and 2021, respectively. Capitalized real estate taxes were approximately $1.0 million and $0.2 million for the three months ended September 30, 2022 and 2021, respectively, and were approximately $3.5 million and $2.7 million for the nine months ended September 30, 2022 and 2021, 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.

Table of Contents

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

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

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

Deferred Compensation Plan Investments. The estimated fair values of investment securities classified as deferred compensation plan investments are based on quoted market prices utilizing public information for the same transactions. Our deferred compensation plan investments, 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, 2022 and December 31, 2021, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and distributions payable represented fair value because of the short-term nature of these instruments. The carrying value of restricted cash approximates its fair value based on the nature of our assessment of the ability to recover these amounts. In calculating the fair value of our notes payable, interest rate and spread assumptions reflect current credit worthiness and market conditions available for the issuance of notes payable with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.

Income Recognition. The majority of our revenues are derived from real estate lease contracts and presented as property revenues, and include rental revenue as well as revenue from amounts received under contractual terms for other services provided to our customers. As a lessor, we have also elected practical expedients to: i) not separate the lease and non-lease components by class of underlying assets and account for the combined components as a single component under certain conditions, and ii) exclude from lease revenues the sales taxes collected from lessees and certain lessor costs paid directly by the lessee. Our other revenue streams include fee and asset management income in accordance with other revenue guidance, ASC 606, Revenues from Contracts with Customers. Details of our material revenue streams are discussed below:

Property Revenues: We earn rental revenue from operating lease contracts for the use of dedicated spaces within owned assets, which is our only underlying asset class. We recognize rental revenues from these lease contracts on a straight-line basis over the applicable lease term, net of amounts related to lease contracts identified as uncollectible. We also earn revenues from amounts received under contractual terms for other services considered non-lease components within a lease contract, primarily consisting of utility rebillings and other transactional fees. These amounts received under contractual terms for other services are charged to our residents and recognized monthly as earned. Any identified uncollectible amounts related to individual lease contracts are presented as an adjustment to property revenue. Any renewal options of real estate lease contracts are considered a new and separate contract which will be recognized at the time the option is exercised on a straight-line basis over the renewal period.

As of September 30, 2022, 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:

Table of Contents


(in millions)
Year ended December 31,	Operating Leases
Remainder of 2022	$	327.5
2023	646.7
2024	10.4
2025	3.3
2026	3.0
Thereafter	8.5
Total	$	999.4

Credit Risk. In management’s opinion, due to the number of residents, the types and diversity of submarkets in which our properties operate, and the collection terms, there is no significant concentration of credit risk.

3. Per Share Data

Basic earnings per share is computed using net income attributable to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share reflects common shares issuable from the assumed conversion of common share options and unvested share awards, and units convertible into common shares. Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. Our unvested share-based awards are considered participating securities and are reflected in the calculation of basic and diluted earnings per share using the two-class method. Common shares under a forward sale agreement will be considered in our calculation for diluted earnings-per-share until settlement, using the if-converted method. The number of common share equivalent securities excluded from the diluted earnings per share calculation were approximately 1.7 million and 1.0 million for the three and nine months ended September 30, 2022, respectively, and approximately 1.7 million and 1.8 million for the three and nine months ended September 30, 2021, respectively. These securities, which include share awards granted and units convertible into common shares, were excluded from the diluted earnings per share calculations as they are anti-dilutive. The following table presents information necessary to calculate basic and diluted earnings per share for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2022		2021		2022		2021
Earnings per common share calculation – basic
Income from continuing operations attributable to common shareholders	$	29,844	$	29,483	$	607,904	$	91,009
Amount allocated to participating securities	(40)		(30)		(933)		(122)


Net income attributable to common shareholders – basic	$	29,804	$	29,453	$	606,971	$	90,887



Total earnings per common share – basic	$	0.27	$	0.29	$	5.66	$	0.90

Weighted average number of common shares outstanding – basic	108,466		103,071		107,314		101,119

Table of Contents


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2022		2021		2022		2021
Earnings per common share calculation – diluted
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities	$	29,804	$	29,453	$	606,971	$	90,887
Income allocated to common units from continuing operations	—		—		1,056		—


Net income attributable to common shareholders – diluted	$	29,804	$	29,453	$	608,027	$	90,887



Total earnings per common share – diluted	$	0.27	$	0.29	$	5.62	$	0.90

Weighted average number of common shares outstanding – basic	108,466		103,071		107,314		101,119
Incremental shares issuable from assumed conversion of:
Share awards granted	40		100		52		80
Common units	—		—		733		—
Weighted average number of common shares outstanding – diluted	108,506		103,171		108,099		101,199

4. Common Shares

In May 2022, 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 "2022 ATM program"), in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. The proceeds from the sale of our common shares under the 2022 ATM program are intended to be used for general corporate purposes, which may include reducing future borrowings under our unsecured line of credit, the repayment of other indebtedness, the redemption or other repurchase of outstanding debt or equity securities, funding for development activities, and financing for acquisitions.

The 2022 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 entered into any forward sales agreement and have common shares having an aggregate offering amount of up to $500.0 million remaining available for sale under this ATM program.

In August 2021, we created an ATM share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering amount of up to $500.0 million (the "2021 ATM program"). During the three months ended March 31, 2022, we sold an aggregate of approximately 0.2 million common shares at an average price per share of $165.01, for aggregate net consideration of approximately $26.2 million under the 2021 ATM program. In May 2022, we terminated the 2021 ATM program with an aggregate offering amount of approximately $71.3 million remaining available for sale and, upon termination, no further common shares were available for sale. There were no additional shares sold under the 2021 ATM program from March 31, 2022 through the date of the applicable termination agreements.

In June 2020, we created an ATM share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering amount of up to $362.7 million (the "2020 ATM program"). During the three and six months ended June 30, 2021, we sold an aggregate of approximately 2.9 million common shares at an average price per share of $126.64, for aggregate net consideration of approximately $358.8 million. In August 2021, we terminated the 2020 ATM program with an aggregate offering amount of approximately $0.2 million not sold. There were no additional shares sold under the 2020 ATM program from June 30, 2021 through the date of the applicable termination agreements.

Table of Contents

We have a share repurchase plan approved by our Board of Trust Managers which allows for the repurchase of up to $500.0 million of our common equity securities through open-market purchases, block purchases, and privately negotiated transactions. There were no repurchases during the three and nine months ended September 30, 2022. In October 2022, our Board of Trust Managers approved to increase the authorization for our common equity securities of approximately $269.5 million remaining under our share repurchase plan to $500.0 million. There were no repurchases subsequent to September 30, 2022 through the date of this filing, and the remaining dollar value of our common equity securities authorized to be repurchased under this program is $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. In April 2022, we issued 2.9 million common shares in a public equity offering and received approximately $490.3 million in net proceeds, which we used to reduce borrowings under our unsecured line of credit. At September 30, 2022, we had approximately 106.5 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. 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 consideration 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. During the nine months ended September 30, 2021, we acquired for future development purposes approximately 14.6 acres of land in The Woodlands, Texas for approximately $9.3 million and approximately 0.2 acres of land in St. Petersburg, Florida for approximately $2.1 million. We did not acquire any land during the three months ending September 30, 2022 or 2021.

Asset Acquisition of Operating Properties. On April 1, 2022, we purchased the remaining 68.7% ownership interests in two unconsolidated discretionary investment funds (collectively, 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. After obtaining 100% of the ownership interests, we consolidated the Funds as of April 1, 2022. 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.

In August 2021, we acquired one operating property comprised of 368 apartment homes located in St. Petersburg, Florida for approximately $176.3 million. During the nine months ended September 30, 2021, we also acquired one operating property comprised of 328 apartment homes located in Franklin, Tennessee for approximately $105.3 million and one operating property comprised of 430 apartment homes located in Nashville, Tennessee for approximately $186.3 million.

Sale of Operating Property. 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, 2022 or the three or nine months ended September 30, 2021.

6. Investments in Joint Ventures

On April 1, 2022, the Company obtained 100% of the ownership interests in the Funds and, as discussed in Note 5, "Acquisitions and Dispositions," above, consolidated the Funds as of the acquisition date. 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 combined balance sheets and statements of income data for the Funds as of and for the periods presented:

Table of Contents


(in millions)	September 30, 2022		December 31, 2021
Total assets	$	—	$	679.1
Total third-party debt	—		513.8
Total equity	—		131.9


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2022 (1)		2021		2022		2021
Total revenues	$	—	$	35.4	$	37.2	$	102.6

Net income	—		5.4		7.1		13.8
Equity in income (2)	—		2.5		3.0		6.7

(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 nine months ended September 30, 2022, and approximately $1.8 million and $4.9 million for the three and nine months ended September 30, 2021, respectively. There were no fees earned during the three months ended September 30, 2022 due to the acquisition on April 1, 2022.

7. Notes Payable

The following is a summary of our indebtedness:


(in millions)	September 30, 2022		December 31, 2021
Commercial banks
4.25% Term Loan, due 2024	$	40.0	$	39.9





Senior unsecured notes

3.15% Notes, due 2022	$	349.9	$	349.3
5.07% Notes, due 2023	249.7		249.3
4.36% Notes, due 2024	249.7		249.5
3.68% Notes, due 2024	249.1		248.8
3.74% Notes, due 2028	398.1		397.8
3.67% Notes, due 2029 (1)	595.3		594.9
2.91% Notes, due 2030	744.6		744.1
3.41% Notes, due 2049	296.8		296.8
	$	3,133.2	$	3,130.5

Total unsecured notes payable	$	3,173.2	$	3,170.4

Secured notes
Master Credit Facilities
3.78% - 4.04% Conventional Mortgage Notes, due 2026 - 2028	$	291.2	$	—
4.58% Variable Rate Notes, due 2026	166.2		—




4.95% Variable Rate Construction Note, due 2024	18.8		—
3.87% note, due 2028	38.6		—
Total secured notes payable	$	514.8	$