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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Texas
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76-6088377
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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11 Greenway Plaza, Suite 2400
Houston, Texas
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77046
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller Reporting Company
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¨
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Page
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PART I
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Item 1
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Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2014 and December 31, 2013
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Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) for the three and six months ended June 30, 2014 and 2013
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Condensed Consolidated Statements of Equity (Unaudited) for the six months ended June 30, 2014 and 2013
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Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2014 and 2013
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Item 2
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Item 3
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Item 4
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Part II
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Item 1
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Item 1A
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Exhibit 10.1
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Exhibit 31.1
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Exhibit 31.2
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Exhibit 32.1
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Exhibit 101.INS
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|||
Exhibit 101.SCH
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Exhibit 101.CAL
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Exhibit 101.DEF
|
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Exhibit 101.LAB
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Exhibit 101.PRE
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(in thousands, except per share amounts)
|
June 30,
2014 |
|
December 31, 2013
|
||||
Assets
|
|
|
|
||||
Real estate assets, at cost
|
|
|
|
||||
Land
|
$
|
985,444
|
|
|
$
|
969,711
|
|
Buildings and improvements
|
5,762,428
|
|
|
5,629,904
|
|
||
|
$
|
6,747,872
|
|
|
$
|
6,599,615
|
|
Accumulated depreciation
|
(1,755,086
|
)
|
|
(1,643,713
|
)
|
||
Net operating real estate assets
|
$
|
4,992,786
|
|
|
$
|
4,955,902
|
|
Properties under development, including land
|
599,139
|
|
|
472,566
|
|
||
Investments in joint ventures
|
36,167
|
|
|
42,155
|
|
||
Total real estate assets
|
$
|
5,628,092
|
|
|
$
|
5,470,623
|
|
Accounts receivable – affiliates
|
26,501
|
|
|
27,724
|
|
||
Other assets, net
|
114,002
|
|
|
109,401
|
|
||
Cash and cash equivalents
|
16,069
|
|
|
17,794
|
|
||
Restricted cash
|
5,424
|
|
|
6,599
|
|
||
Total assets
|
$
|
5,790,088
|
|
|
$
|
5,632,141
|
|
Liabilities and equity
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Notes payable
|
|
|
|
||||
Unsecured
|
$
|
1,769,287
|
|
|
$
|
1,588,798
|
|
Secured
|
930,952
|
|
|
941,968
|
|
||
Accounts payable and accrued expenses
|
122,307
|
|
|
113,307
|
|
||
Accrued real estate taxes
|
40,232
|
|
|
35,648
|
|
||
Distributions payable
|
59,770
|
|
|
56,787
|
|
||
Other liabilities
|
90,944
|
|
|
88,272
|
|
||
Total liabilities
|
$
|
3,013,492
|
|
|
$
|
2,824,780
|
|
Commitments and contingencies
|
|
|
|
||||
Non-qualified deferred compensation share awards
|
61,727
|
|
|
47,180
|
|
||
Equity
|
|
|
|
||||
Common shares of beneficial interest; $0.01 par value per share; 175,000 shares authorized; 99,733 and 99,645 issued; 96,651 and 96,660 outstanding at June 30, 2014 and December 31, 2013, respectively
|
967
|
|
|
967
|
|
||
Additional paid-in capital
|
3,595,315
|
|
|
3,596,069
|
|
||
Distributions in excess of net income attributable to common shareholders
|
(550,050
|
)
|
|
(494,167
|
)
|
||
Treasury shares, at cost (11,027 and 11,352 common shares at June 30, 2014 and December 31, 2013, respectively)
|
(398,474
|
)
|
|
(410,227
|
)
|
||
Accumulated other comprehensive loss
|
(1,077
|
)
|
|
(1,106
|
)
|
||
Total common equity
|
$
|
2,646,681
|
|
|
$
|
2,691,536
|
|
Non-controlling interests
|
68,188
|
|
|
68,645
|
|
||
Total equity
|
$
|
2,714,869
|
|
|
$
|
2,760,181
|
|
Total liabilities and equity
|
$
|
5,790,088
|
|
|
$
|
5,632,141
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(in thousands, except per share amounts)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Property revenues
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
$
|
180,438
|
|
|
$
|
168,634
|
|
|
$
|
359,402
|
|
|
$
|
333,027
|
|
Other property revenues
|
28,054
|
|
|
26,349
|
|
|
55,019
|
|
|
51,767
|
|
||||
Total property revenues
|
$
|
208,492
|
|
|
$
|
194,983
|
|
|
$
|
414,421
|
|
|
$
|
384,794
|
|
Property expenses
|
|
|
|
|
|
|
|
||||||||
Property operating and maintenance
|
$
|
52,264
|
|
|
$
|
49,787
|
|
|
$
|
103,011
|
|
|
$
|
98,050
|
|
Real estate taxes
|
23,616
|
|
|
21,810
|
|
|
47,193
|
|
|
42,993
|
|
||||
Total property expenses
|
$
|
75,880
|
|
|
$
|
71,597
|
|
|
$
|
150,204
|
|
|
$
|
141,043
|
|
Non-property income
|
|
|
|
|
|
|
|
||||||||
Fee and asset management
|
$
|
2,147
|
|
|
$
|
2,827
|
|
|
$
|
5,170
|
|
|
$
|
5,721
|
|
Interest and other income
|
44
|
|
|
1,038
|
|
|
332
|
|
|
1,090
|
|
||||
Income (loss) on deferred compensation plans
|
2,018
|
|
|
(102
|
)
|
|
2,699
|
|
|
2,897
|
|
||||
Total non-property income
|
$
|
4,209
|
|
|
$
|
3,763
|
|
|
$
|
8,201
|
|
|
$
|
9,708
|
|
Other expenses
|
|
|
|
|
|
|
|
||||||||
Property management
|
$
|
5,853
|
|
|
$
|
5,242
|
|
|
$
|
11,692
|
|
|
$
|
11,225
|
|
Fee and asset management
|
1,247
|
|
|
1,486
|
|
|
2,506
|
|
|
2,963
|
|
||||
General and administrative
|
10,534
|
|
|
11,590
|
|
|
20,079
|
|
|
21,384
|
|
||||
Interest
|
22,746
|
|
|
24,797
|
|
|
45,879
|
|
|
49,692
|
|
||||
Depreciation and amortization
|
57,953
|
|
|
52,629
|
|
|
115,349
|
|
|
104,232
|
|
||||
Amortization of deferred financing costs
|
816
|
|
|
898
|
|
|
1,657
|
|
|
1,814
|
|
||||
Expense (benefit) on deferred compensation plans
|
2,018
|
|
|
(102
|
)
|
|
2,699
|
|
|
2,897
|
|
||||
Total other expenses
|
$
|
101,167
|
|
|
$
|
96,540
|
|
|
$
|
199,861
|
|
|
$
|
194,207
|
|
Gain on sale of land
|
1,447
|
|
|
—
|
|
|
1,801
|
|
|
698
|
|
||||
Impairment associated with land holdings
|
(1,152
|
)
|
|
—
|
|
|
(1,152
|
)
|
|
—
|
|
||||
Equity in income of joint ventures
|
736
|
|
|
17,798
|
|
|
5,026
|
|
|
18,732
|
|
||||
Income from continuing operations before income taxes
|
$
|
36,685
|
|
|
$
|
48,407
|
|
|
$
|
78,232
|
|
|
$
|
78,682
|
|
Income tax expense
|
(401
|
)
|
|
(468
|
)
|
|
(875
|
)
|
|
(867
|
)
|
||||
Income from continuing operations
|
$
|
36,284
|
|
|
$
|
47,939
|
|
|
$
|
77,357
|
|
|
$
|
77,815
|
|
Income from discontinued operations
|
—
|
|
|
2,132
|
|
|
—
|
|
|
4,906
|
|
||||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
24,866
|
|
|
—
|
|
|
56,649
|
|
||||
Net income
|
$
|
36,284
|
|
|
$
|
74,937
|
|
|
$
|
77,357
|
|
|
$
|
139,370
|
|
Less income allocated to non-controlling interests from continuing operations
|
(1,012
|
)
|
|
(1,001
|
)
|
|
(2,049
|
)
|
|
(1,865
|
)
|
||||
Less income, including gain on sale, allocated to non-controlling interests from discontinued operations
|
—
|
|
|
(1,764
|
)
|
|
—
|
|
|
(1,857
|
)
|
||||
Net income attributable to common shareholders
|
$
|
35,272
|
|
|
$
|
72,172
|
|
|
$
|
75,308
|
|
|
$
|
135,648
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(in thousands, except per share amounts)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Earnings per share – basic
|
|
|
|
|
|
|
|
||||||||
Earnings per common share from continuing operations
|
$
|
0.40
|
|
|
$
|
0.53
|
|
|
$
|
0.85
|
|
|
$
|
0.86
|
|
Earnings per common share from discontinued operations
|
—
|
|
|
0.29
|
|
|
—
|
|
|
0.68
|
|
||||
Total earnings per common share -- basic
|
$
|
0.40
|
|
|
$
|
0.82
|
|
|
$
|
0.85
|
|
|
$
|
1.54
|
|
Earnings per share – diluted
|
|
|
|
|
|
|
|
||||||||
Earnings per common share from continuing operations
|
$
|
0.40
|
|
|
$
|
0.53
|
|
|
$
|
0.85
|
|
|
$
|
0.85
|
|
Earnings per common share from discontinued operations
|
—
|
|
|
0.28
|
|
|
—
|
|
|
0.68
|
|
||||
Total earnings per common share -- diluted
|
$
|
0.40
|
|
|
$
|
0.81
|
|
|
$
|
0.85
|
|
|
$
|
1.53
|
|
Distributions declared per common share
|
$
|
0.66
|
|
|
$
|
0.63
|
|
|
$
|
1.32
|
|
|
$
|
1.26
|
|
Weighted average number of common shares outstanding – basic
|
87,845
|
|
|
87,191
|
|
|
87,748
|
|
|
86,949
|
|
||||
Weighted average number of common shares outstanding – diluted
|
88,972
|
|
|
88,472
|
|
|
88,899
|
|
|
88,283
|
|
||||
Condensed Consolidated Statements of Comprehensive Income:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
36,284
|
|
|
$
|
74,937
|
|
|
$
|
77,357
|
|
|
$
|
139,370
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
||||||||
Reclassification of prior service cost and net loss on post retirement obligations
|
14
|
|
|
13
|
|
|
29
|
|
|
27
|
|
||||
Comprehensive income
|
$
|
36,298
|
|
|
$
|
74,950
|
|
|
$
|
77,386
|
|
|
$
|
139,397
|
|
Less income allocated to non-controlling interests from continuing operations
|
(1,012
|
)
|
|
(1,001
|
)
|
|
(2,049
|
)
|
|
(1,865
|
)
|
||||
Less income, including gain on sale, allocated to non-controlling interests from discontinued operations
|
—
|
|
|
(1,764
|
)
|
|
—
|
|
|
(1,857
|
)
|
||||
Comprehensive income attributable to common shareholders
|
$
|
35,286
|
|
|
$
|
72,185
|
|
|
$
|
75,337
|
|
|
$
|
135,675
|
|
|
Common Shareholders
|
|
|
|
|
||||||||||||||||||||||
(in thousands)
|
Common
shares of
beneficial
interest
|
|
Additional
paid-in
capital
|
|
Distributions
in excess of
net income
|
|
Treasury
shares, at
cost
|
|
Accumulated
other
comprehensive
loss
|
|
Non-controlling interests
|
|
Total equity
|
||||||||||||||
Equity, December 31, 2013
|
$
|
967
|
|
|
$
|
3,596,069
|
|
|
$
|
(494,167
|
)
|
|
$
|
(410,227
|
)
|
|
$
|
(1,106
|
)
|
|
$
|
68,645
|
|
|
$
|
2,760,181
|
|
Net income
|
|
|
|
|
75,308
|
|
|
|
|
|
|
2,049
|
|
|
77,357
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
29
|
|
|
|
|
29
|
|
||||||||||||
Net share awards
|
|
|
|
(1,255
|
)
|
|
|
|
11,135
|
|
|
|
|
|
|
9,880
|
|
||||||||||
Employee share purchase plan
|
|
|
555
|
|
|
|
|
331
|
|
|
|
|
|
|
886
|
|
|||||||||||
Common share options exercised
|
1
|
|
|
359
|
|
|
|
|
287
|
|
|
|
|
|
|
647
|
|
||||||||||
Change in classification of deferred compensation plan
|
|
|
(2,156
|
)
|
|
|
|
|
|
|
|
|
|
(2,156
|
)
|
||||||||||||
Change in redemption value of non-qualified share awards
|
|
|
|
|
(14,819
|
)
|
|
|
|
|
|
|
|
(14,819
|
)
|
||||||||||||
Diversification of share awards within deferred compensation plan
|
|
|
1,770
|
|
|
658
|
|
|
|
|
|
|
|
|
2,428
|
|
|||||||||||
Cash distributions declared to equity holders
|
|
|
|
|
(117,030
|
)
|
|
|
|
|
|
(2,506
|
)
|
|
(119,536
|
)
|
|||||||||||
Other
|
(1
|
)
|
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
(28
|
)
|
|||||||||||
Equity, June 30, 2014
|
$
|
967
|
|
|
$
|
3,595,315
|
|
|
$
|
(550,050
|
)
|
|
$
|
(398,474
|
)
|
|
$
|
(1,077
|
)
|
|
$
|
68,188
|
|
|
$
|
2,714,869
|
|
|
Common Shareholders
|
|
|
|
|
||||||||||||||||||||||
(in thousands)
|
Common
shares of
beneficial
interest
|
|
Additional
paid-in
capital
|
|
Distributions
in excess of
net income
|
|
Treasury
shares, at
cost
|
|
Accumulated
other
comprehensive
loss
|
|
Non-controlling
interests |
|
Total equity
|
||||||||||||||
Equity, December 31, 2012
|
$
|
962
|
|
|
$
|
3,587,505
|
|
|
$
|
(598,951
|
)
|
|
$
|
(425,355
|
)
|
|
$
|
(1,062
|
)
|
|
$
|
63,609
|
|
|
$
|
2,626,708
|
|
Net income
|
|
|
|
|
135,648
|
|
|
|
|
|
|
3,722
|
|
|
139,370
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
27
|
|
||||||||||||
Common shares issued
|
6
|
|
|
40,176
|
|
|
|
|
|
|
|
|
|
|
40,182
|
|
|||||||||||
Net share awards
|
(1
|
)
|
|
(3,320
|
)
|
|
|
|
12,553
|
|
|
|
|
|
|
9,232
|
|
||||||||||
Employee share purchase plan
|
|
|
187
|
|
|
|
|
180
|
|
|
|
|
|
|
367
|
|
|||||||||||
Common share options exercised
|
|
|
664
|
|
|
|
|
1,957
|
|
|
|
|
|
|
2,621
|
|
|||||||||||
Conversions of operating partnership units
|
|
|
71
|
|
|
|
|
|
|
|
|
(71
|
)
|
|
—
|
|
|||||||||||
Cash distributions declared to equity holders
|
|
|
|
|
(110,983
|
)
|
|
|
|
|
|
(2,394
|
)
|
|
(113,377
|
)
|
|||||||||||
Equity, June 30, 2013
|
$
|
967
|
|
|
$
|
3,625,283
|
|
|
$
|
(574,286
|
)
|
|
$
|
(410,665
|
)
|
|
$
|
(1,035
|
)
|
|
$
|
64,866
|
|
|
$
|
2,705,130
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
(in thousands)
|
2014
|
|
2013
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
77,357
|
|
|
$
|
139,370
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
115,349
|
|
|
107,785
|
|
||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
(56,649
|
)
|
||
Gain on sale of land
|
(1,801
|
)
|
|
(698
|
)
|
||
Impairment associated with land holdings
|
1,152
|
|
|
—
|
|
||
Distributions of income from joint ventures
|
5,161
|
|
|
5,898
|
|
||
Equity in income of joint ventures
|
(5,026
|
)
|
|
(18,732
|
)
|
||
Share-based compensation
|
7,867
|
|
|
6,969
|
|
||
Amortization of deferred financing costs
|
1,657
|
|
|
1,814
|
|
||
Net change in operating accounts and other
|
(7,718
|
)
|
|
(4,728
|
)
|
||
Net cash from operating activities
|
$
|
193,998
|
|
|
$
|
181,029
|
|
Cash flows from investing activities
|
|
|
|
||||
Development and capital improvements
|
$
|
(267,985
|
)
|
|
$
|
(157,457
|
)
|
Acquisition of operating property
|
—
|
|
|
(107,546
|
)
|
||
Proceeds from sale of land and discontinued operations
|
13,706
|
|
|
108,039
|
|
||
Distributions from investments in joint ventures
|
5,853
|
|
|
4,563
|
|
||
Increase in non-real estate assets
|
(2,845
|
)
|
|
(4,327
|
)
|
||
Other
|
1,059
|
|
|
28
|
|
||
Net cash from investing activities
|
$
|
(250,212
|
)
|
|
$
|
(156,700
|
)
|
Cash flows from financing activities
|
|
|
|
||||
Borrowings on unsecured line of credit and other short-term borrowings
|
$
|
1,060,000
|
|
|
$
|
139,000
|
|
Repayments on unsecured line of credit and other short-term borrowings
|
(880,000
|
)
|
|
(98,000
|
)
|
||
Repayment of notes payable
|
(11,016
|
)
|
|
(28,166
|
)
|
||
Distributions to common shareholders and non-controlling interests
|
(116,515
|
)
|
|
(106,469
|
)
|
||
Proceeds from issuance of common shares
|
—
|
|
|
40,182
|
|
||
Payment of deferred financing costs
|
(420
|
)
|
|
(517
|
)
|
||
Common share options exercised
|
295
|
|
|
2,400
|
|
||
Net decrease in accounts receivable – affiliates
|
1,223
|
|
|
6,351
|
|
||
Other
|
922
|
|
|
727
|
|
||
Net cash from financing activities
|
$
|
54,489
|
|
|
$
|
(44,492
|
)
|
Net decrease in cash and cash equivalents
|
(1,725
|
)
|
|
(20,163
|
)
|
||
Cash and cash equivalents, beginning of period
|
17,794
|
|
|
26,669
|
|
||
Cash and cash equivalents, end of period
|
$
|
16,069
|
|
|
$
|
6,506
|
|
Supplemental information
|
|
|
|
||||
Cash paid for interest, net of interest capitalized
|
$
|
40,697
|
|
|
$
|
50,119
|
|
Cash paid for income taxes
|
1,411
|
|
|
1,766
|
|
||
Supplemental schedule of noncash investing and financing activities
|
|
|
|
||||
Distributions declared but not paid
|
$
|
59,770
|
|
|
$
|
56,821
|
|
Value of shares issued under benefit plans, net of cancellations
|
19,633
|
|
|
23,040
|
|
||
Net change in redemption of non-qualified share awards
|
14,161
|
|
|
—
|
|
||
Accrual associated with construction and capital expenditures
|
25,172
|
|
|
19,096
|
|
|
June 30,
|
|
December 31,
|
||||
(in millions)
|
2014
|
|
2013
|
||||
Below market leases (Gross carrying value)
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Accumulated amortization
|
(0.4
|
)
|
|
(0.2
|
)
|
||
Value of below market leases, net
|
$
|
—
|
|
|
$
|
0.2
|
|
|
|
|
|
||||
In-place leases (Gross carrying value)
|
$
|
2.3
|
|
|
$
|
2.3
|
|
Accumulated amortization
|
(2.3
|
)
|
|
(1.1
|
)
|
||
Value of in-place leases, net
|
$
|
—
|
|
|
$
|
1.2
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues related to below market leases
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
Amortization of in-place leases
|
|
$
|
0.2
|
|
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
$
|
3.1
|
|
|
Estimated
Useful Life |
Buildings and improvements
|
5-35 years
|
Furniture, fixtures, equipment, and other
|
3-20 years
|
Intangible assets/liabilities (in-place leases and below market leases)
|
underlying lease term
|
•
|
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.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(in thousands, except per share amounts)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Earnings per common share calculation – basic
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to common shareholders
|
$
|
35,272
|
|
|
$
|
46,938
|
|
|
$
|
75,308
|
|
|
$
|
75,950
|
|
Amount allocated to participating securities
|
(300
|
)
|
|
(696
|
)
|
|
(653
|
)
|
|
(1,335
|
)
|
||||
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities
|
34,972
|
|
|
46,242
|
|
|
74,655
|
|
|
74,615
|
|
||||
Discontinued operations attributable to common shareholders
|
—
|
|
|
25,234
|
|
|
—
|
|
|
59,698
|
|
||||
Net income attributable to common shareholders – basic
|
$
|
34,972
|
|
|
$
|
71,476
|
|
|
$
|
74,655
|
|
|
$
|
134,313
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share continuing operations
|
$
|
0.40
|
|
|
$
|
0.53
|
|
|
$
|
0.85
|
|
|
$
|
0.86
|
|
Earnings per common share from discontinued operations
|
—
|
|
|
0.29
|
|
|
—
|
|
|
0.68
|
|
||||
Total earnings per common share – basic
|
$
|
0.40
|
|
|
$
|
0.82
|
|
|
$
|
0.85
|
|
|
$
|
1.54
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – basic
|
87,845
|
|
|
87,191
|
|
|
87,748
|
|
|
86,949
|
|
||||
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(in thousands, except per share amounts)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Earnings per common share calculation – diluted
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities
|
$
|
34,972
|
|
|
$
|
46,242
|
|
|
$
|
74,655
|
|
|
$
|
74,615
|
|
Income allocated to common units from continuing operations
|
314
|
|
|
265
|
|
|
623
|
|
|
541
|
|
||||
Income from continuing operations attributable to common shareholders, as adjusted
|
35,286
|
|
|
46,507
|
|
|
75,278
|
|
|
75,156
|
|
||||
Discontinued operations attributable to common shareholders
|
—
|
|
|
25,234
|
|
|
—
|
|
|
59,698
|
|
||||
Net income attributable to common shareholders – diluted
|
$
|
35,286
|
|
|
$
|
71,741
|
|
|
$
|
75,278
|
|
|
$
|
134,854
|
|
|
|
|
|
|
|
|
|
|
|||||||
Earnings per common share from continuing operations
|
$
|
0.40
|
|
|
$
|
0.53
|
|
|
$
|
0.85
|
|
|
$
|
0.85
|
|
Earnings per common share from discontinued operations
|
—
|
|
|
0.28
|
|
|
—
|
|
|
0.68
|
|
||||
Total earnings per common share – diluted
|
$
|
0.40
|
|
|
$
|
0.81
|
|
|
$
|
0.85
|
|
|
$
|
1.53
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – basic
|
87,845
|
|
|
87,191
|
|
|
87,748
|
|
|
86,949
|
|
||||
Incremental shares issuable from assumed conversion of:
|
|
|
|
|
|
|
|
||||||||
Common share options and share awards granted
|
314
|
|
|
467
|
|
|
338
|
|
|
519
|
|
||||
Common units
|
813
|
|
|
814
|
|
|
813
|
|
|
815
|
|
||||
Weighted average number of common shares outstanding – diluted
|
88,972
|
|
|
88,472
|
|
|
88,899
|
|
|
88,283
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||
(in thousands, except per share amounts)
|
2013
|
|
2013
|
||||
Total net consideration
|
$
|
30,816.2
|
|
|
$
|
40,181.7
|
|
Common shares sold
|
419.3
|
|
|
555.1
|
|
||
Average price per share
|
$
|
74.74
|
|
|
$
|
73.73
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
(in thousands)
|
June 30, 2013
|
||||||
Property revenues
|
$
|
6,708
|
|
|
$
|
14,819
|
|
Property expenses
|
(2,890
|
)
|
|
(6,360
|
)
|
||
|
$
|
3,818
|
|
|
$
|
8,459
|
|
Depreciation and amortization
|
(1,686
|
)
|
|
(3,553
|
)
|
||
Income from discontinued operations
|
$
|
2,132
|
|
|
$
|
4,906
|
|
|
|
|
|
||||
Gain on sale of discontinued operations, net of tax
|
$
|
24,866
|
|
|
$
|
56,649
|
|
(in millions)
|
June 30, 2014
|
|
December 31, 2013
|
||||
Total assets
|
$
|
744.3
|
|
|
$
|
790.2
|
|
Total third-party debt
|
519.9
|
|
|
530.7
|
|
||
Total equity
|
201.3
|
|
|
229.6
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Total revenues
(1)
|
$
|
25.9
|
|
|
$
|
22.9
|
|
|
$
|
51.0
|
|
|
$
|
45.3
|
|
Gain on sale of operating properties, net of tax
|
—
|
|
|
95.4
|
|
|
18.5
|
|
|
95.4
|
|
||||
Net income
|
1.6
|
|
|
98.0
|
|
|
21.7
|
|
|
100.0
|
|
||||
Equity in income
(2)
|
0.7
|
|
|
17.8
|
|
|
5.0
|
|
|
18.7
|
|
(1)
|
Excludes approximately
$1.8 million
for the
three
months ended
June 30, 2013
, and approximately
$1.1 million
and
$3.6 million
for the
six
months ended
June 30, 2014
and
2013
, respectively, related to the sale of
two
operating properties by the funds during the first quarter of 2014. Additionally, excludes approximately
$5.8 million
and
$14.2 million
for the
three and six
months ended
June 30, 2013
, related to the sale of
16
operating properties within two of our unconsolidated joint ventures in May and December
2013
.
|
(2)
|
Equity in income excludes our ownership interest of fee income from various services provided by us to the funds.
|
|
Balance at
|
||||||
(in millions)
|
June 30,
2014 |
|
December 31, 2013
|
||||
Commercial Banks
|
|
|
|
||||
Unsecured line of credit and short-term borrowings
|
$
|
180.0
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||
Senior unsecured notes
|
|
|
|
||||
5.08% Notes, due 2015
|
249.8
|
|
|
249.7
|
|
||
5.75% Notes, due 2017
|
246.4
|
|
|
246.4
|
|
||
4.70% Notes, due 2021
|
248.9
|
|
|
248.8
|
|
||
3.07% Notes, due 2022
|
346.8
|
|
|
346.7
|
|
||
5.00% Notes, due 2023
|
247.8
|
|
|
247.7
|
|
||
4.27% Notes, due 2024
|
249.6
|
|
|
249.5
|
|
||
|
1,589.3
|
|
|
1,588.8
|
|
||
|
|
|
|
||||
Total unsecured notes payable
|
1,769.3
|
|
|
1,588.8
|
|
||
|
|
|
|
||||
Secured notes
|
|
|
|
||||
0.95% – 5.63% Conventional Mortgage Notes, due 2014 – 2045
|
895.4
|
|
|
905.7
|
|
||
Tax-exempt Mortgage Note, due 2028 (1.26% floating rate)
|
35.5
|
|
|
36.3
|
|
||
|
930.9
|
|
|
942.0
|
|
||
Total notes payable
|
$
|
2,700.2
|
|
|
$
|
2,530.8
|
|
|
|
|
|
||||
Other floating rate debt included in secured notes (0.95%)
|
$
|
175.0
|
|
|
$
|
175.0
|
|
(in millions)
|
Amount
|
|
Weighted Average Interest Rate
|
|||
2014 (
1)
|
$
|
54.8
|
|
|
2.2
|
%
|
2015
(2)
|
402.0
|
|
|
3.5
|
|
|
2016
(3)
|
2.2
|
|
|
—
|
|
|
2017
|
249.2
|
|
|
5.7
|
|
|
2018
|
177.6
|
|
|
0.9
|
|
|
Thereafter
|
1,814.4
|
|
|
4.5
|
|
|
Total
|
$
|
2,700.2
|
|
|
4.2
|
%
|
•
|
Each share issued or to be issued in connection with an award, other than an option, right or other award which does not deliver the full value at grant of the underlying shares, will be counted against the Fungible Pool Limit as
3.45
fungible pool units;
|
•
|
Options and other awards which do not deliver the full value at grant of the underlying shares and which expire more than five years from date of grant will be counted against the Fungible Pool Limit as one fungible pool unit; and
|
•
|
Options, rights and other awards which do not deliver the full value at grant and expire five years or less from the date of grant will be counted against the Fungible Pool Limit as
0.83
of a fungible pool unit.
|
|
Options Outstanding and Exercisable (1) (2)
|
|||||
Range of Exercise Prices
|
Number
|
|
Weighted
Average Price
|
|||
$30.06
|
139,767
|
|
|
$
|
30.06
|
|
$41.16-$43.94
|
119,242
|
|
|
42.46
|
|
|
$48.02-$64.75
|
82,118
|
|
|
50.32
|
|
|
Total options
|
341,127
|
|
|
$
|
39.27
|
|
(1)
|
As of June 30, 2014, all options outstanding are also exercisable.
|
(2)
|
The aggregate intrinsic value of options outstanding and exercisable at
June 30, 2014
was
$10.9 million
. The aggregate intrinsic values were calculated as the excess, if any, between our closing share price of
$71.15
per share on
June 30, 2014
and the strike price of the underlying award.
|
|
Six Months Ended
|
|
June 30, 2014
|
Weighted average fair value of options granted
|
$3.55 - $8.17
|
Expected volatility
|
22.6% - 23.2%
|
Risk-free interest rate
|
0.1% - 1.1%
|
Expected dividend yield
|
3.5%
|
Expected life
|
6 months - 4 years
|
|
Options
Outstanding
|
|
Weighted
Average
Exercise
Price
|
|
Nonvested
Share
Awards
Outstanding
|
|
Weighted
Average
Grant Price
|
||||||
Total options and nonvested share awards outstanding at December 31, 2013
|
634,361
|
|
|
$
|
41.59
|
|
|
831,298
|
|
|
$
|
59.77
|
|
Granted
|
84,452
|
|
|
64.75
|
|
|
308,439
|
|
|
65.63
|
|
||
Exercised/vested
|
(356,000
|
)
|
|
48.04
|
|
|
(290,381
|
)
|
|
55.19
|
|
||
Forfeited
|
(21,686
|
)
|
|
62.32
|
|
|
(9,629
|
)
|
|
63.36
|
|
||
Total options and nonvested share awards outstanding at June 30, 2014
|
341,127
|
|
|
$
|
39.27
|
|
|
839,727
|
|
|
$
|
63.47
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
(in thousands)
|
2014
|
|
2013
|
||||
Change in assets:
|
|
|
|
||||
Other assets, net
|
$
|
(2,994
|
)
|
|
$
|
(2,694
|
)
|
Change in liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
(3,810
|
)
|
|
(12,485
|
)
|
||
Accrued real estate taxes
|
4,616
|
|
|
7,916
|
|
||
Other liabilities
|
(6,019
|
)
|
|
2,014
|
|
||
Other
|
489
|
|
|
521
|
|
||
Change in operating accounts and other
|
$
|
(7,718
|
)
|
|
$
|
(4,728
|
)
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred compensation plan investments
(1)
|
$
|
52.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52.3
|
|
|
$
|
43.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43.8
|
|
(1)
|
Approximately $
1.1 million
of participant cash was withdrawn from our deferred compensation plan investments during the
six
months ended
June 30, 2014
.
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||
(in millions)
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Fixed rate notes payable
|
$
|
2,309.7
|
|
|
$
|
2,463.6
|
|
|
$
|
2,319.5
|
|
|
$
|
2,391.5
|
|
Floating rate notes payable
(1)
|
390.5
|
|
|
384.2
|
|
|
211.3
|
|
|
201.4
|
|
(1)
|
Includes balances outstanding under our unsecured line of credit and short-term borrowings of
$180.0 million
and
$0.0 million
at
June 30, 2014
and
December 31, 2013
, respectively.
|
|
June 30, 2014
|
||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Properties under development including land
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
•
|
volatility in capital and credit markets, or other unfavorable changes in economic conditions, could adversely impact us;
|
•
|
short-term leases expose us to the effects of declining market rents;
|
•
|
we face risks associated with land holdings and related activities;
|
•
|
we could be negatively impacted by the elimination of Fannie Mae or Freddie Mac;
|
•
|
compliance or failure to comply with laws, including those requiring access to our properties by disabled persons, could result in substantial cost;
|
•
|
competition could limit our ability to lease apartments or increase or maintain rental income;
|
•
|
development, redevelopment and construction risks could impact our profitability;
|
•
|
our acquisition strategy may not produce the cash flows expected;
|
•
|
competition could adversely affect our ability to acquire properties;
|
•
|
losses from catastrophes may exceed our insurance coverage;
|
•
|
investments through joint ventures and discretionary funds involve risks not present in investments in which we are the sole investor;
|
•
|
tax matters, including failure to qualify as a REIT, could have adverse consequences;
|
•
|
a cybersecurity incident and other technology disruptions could negatively impact our business and our relationships with residents;
|
•
|
we depend on our key personnel;
|
•
|
litigation risks could affect our business;
|
•
|
insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders;
|
•
|
we have significant debt, which could have important adverse consequences;
|
•
|
we may be unable to renew, repay, or refinance our outstanding debt;
|
•
|
variable rate debt is subject to interest rate risk;
|
•
|
issuances of additional debt may adversely impact our financial condition;
|
•
|
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;
|
•
|
our share price will fluctuate; and
|
•
|
the form, timing and/or amount of dividend distributions in future periods may vary and be impacted by economic or other considerations.
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||
|
Apartment Homes
|
|
Properties
|
|
Apartment
Homes
|
|
Properties
|
||||
Operating Properties
|
|
|
|
|
|
|
|
||||
Houston, Texas
|
8,434
|
|
|
24
|
|
|
8,752
|
|
|
25
|
|
Washington, D.C. Metro
|
6,405
|
|
|
19
|
|
|
6,083
|
|
|
18
|
|
Dallas, Texas
|
5,667
|
|
|
14
|
|
|
5,667
|
|
|
14
|
|
Tampa, Florida
|
5,108
|
|
|
12
|
|
|
5,108
|
|
|
12
|
|
Las Vegas, Nevada
|
4,918
|
|
|
15
|
|
|
4,918
|
|
|
15
|
|
Orlando, Florida
|
3,976
|
|
|
10
|
|
|
3,676
|
|
|
9
|
|
Atlanta, Georgia
|
3,943
|
|
|
12
|
|
|
3,943
|
|
|
12
|
|
Raleigh, North Carolina
|
3,054
|
|
|
8
|
|
|
3,054
|
|
|
8
|
|
Austin, Texas
|
3,030
|
|
|
9
|
|
|
3,030
|
|
|
9
|
|
Charlotte, North Carolina
|
2,894
|
|
|
12
|
|
|
2,894
|
|
|
12
|
|
Southeast Florida
|
2,520
|
|
|
7
|
|
|
2,520
|
|
|
7
|
|
Los Angeles/Orange County, California
|
2,481
|
|
|
6
|
|
|
2,481
|
|
|
6
|
|
Phoenix, Arizona
|
2,095
|
|
|
7
|
|
|
2,095
|
|
|
7
|
|
Denver, Colorado
|
1,941
|
|
|
6
|
|
|
1,941
|
|
|
6
|
|
San Diego/Inland Empire, California
|
1,665
|
|
|
5
|
|
|
1,665
|
|
|
5
|
|
Other
|
1,832
|
|
|
4
|
|
|
2,072
|
|
|
5
|
|
Total Operating Properties
|
59,963
|
|
|
170
|
|
|
59,899
|
|
|
170
|
|
Properties Under Construction
|
|
|
|
|
|
|
|
||||
Phoenix, Arizona
|
834
|
|
|
3
|
|
|
454
|
|
|
2
|
|
Austin, Texas
|
614
|
|
|
2
|
|
|
614
|
|
|
2
|
|
Los Angeles/Orange County, California
|
590
|
|
|
2
|
|
|
590
|
|
|
2
|
|
Charlotte, North Carolina
|
589
|
|
|
2
|
|
|
589
|
|
|
2
|
|
Denver, Colorado
|
424
|
|
|
1
|
|
|
424
|
|
|
1
|
|
Dallas, Texas
|
423
|
|
|
1
|
|
|
423
|
|
|
1
|
|
Atlanta, Georgia
|
379
|
|
|
1
|
|
|
379
|
|
|
1
|
|
Southeast Florida
|
261
|
|
|
1
|
|
|
261
|
|
|
1
|
|
Washington, D.C. Metro
|
—
|
|
|
—
|
|
|
320
|
|
|
1
|
|
Orlando, Florida
|
—
|
|
|
—
|
|
|
300
|
|
|
1
|
|
Other
(1)
|
75
|
|
|
—
|
|
|
75
|
|
|
—
|
|
Total Properties Under Construction
|
4,189
|
|
|
13
|
|
|
4,429
|
|
|
14
|
|
Total Properties
|
64,152
|
|
|
183
|
|
|
64,328
|
|
|
184
|
|
Less: Unconsolidated Joint Venture Properties
(2)
|
|
|
|
|
|
|
|
||||
Houston, Texas
|
2,522
|
|
|
8
|
|
|
2,840
|
|
|
9
|
|
Austin, Texas
|
1,360
|
|
|
4
|
|
|
1,360
|
|
|
4
|
|
Dallas, Texas
|
1,250
|
|
|
3
|
|
|
1,250
|
|
|
3
|
|
Tampa, Florida
|
450
|
|
|
1
|
|
|
450
|
|
|
1
|
|
Raleigh, North Carolina
|
350
|
|
|
1
|
|
|
350
|
|
|
1
|
|
Orlando, Florida
|
300
|
|
|
1
|
|
|
300
|
|
|
1
|
|
Washington, D.C. Metro
|
276
|
|
|
1
|
|
|
276
|
|
|
1
|
|
Charlotte, North Carolina
(3)
|
266
|
|
|
1
|
|
|
266
|
|
|
1
|
|
Atlanta, Georgia
|
234
|
|
|
1
|
|
|
234
|
|
|
1
|
|
Other
|
270
|
|
|
1
|
|
|
510
|
|
|
2
|
|
Total Unconsolidated Joint Venture Properties
|
7,278
|
|
|
22
|
|
|
7,836
|
|
|
24
|
|
Total Properties Fully Consolidated
|
56,874
|
|
|
161
|
|
|
56,492
|
|
|
160
|
|
(1)
|
Represents the units under construction for Phase IXB of Camden Miramar, our one student housing community, located in Corpus Christi, Texas.
|
(2)
|
Refer to Note 6, “Investments in Joint Ventures,” in the notes to condensed consolidated financial statements for further discussion of our joint venture investments.
|
(3)
|
Represents a property under development owned by one of our unconsolidated joint ventures. See communities under construction below for details.
|
Dispositions of Unconsolidated Operating Properties
|
|
Location
|
|
Number of Apartment Homes
|
|
Date of Disposition
|
Camden Braun Station
|
|
San Antonio, TX
|
|
240
|
|
2/12/2014
|
Camden Piney Point
|
|
Houston, TX
|
|
318
|
|
2/27/2014
|
Unconsolidated total
|
|
|
|
558
|
|
|
($ in millions)
Property and Location
|
Number of
Apartment
Homes
|
|
Cost
Incurred
|
|
% Leased at 7/27/14
|
|
Date of
Construction
Completion
|
|
Estimated
Date of
Stabilization
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Consolidated Operating Property
|
|
|
|
|
|
|
|
|
|
||||
Camden NoMa
|
|
|
|
|
|
|
|
|
|
||||
Washington, DC
|
321
|
|
|
$
|
101.3
|
|
|
75
|
%
|
|
2Q14
|
|
2Q15
|
|
|
|
|
|
|
|
|
|
|
||||
Unconsolidated Operating Properties
|
|
|
|
|
|
|
|
|
|
||||
Camden South Capitol
|
|
|
|
|
|
|
|
|
|
||||
Washington, DC
|
276
|
|
|
$
|
78.5
|
|
|
95
|
%
|
|
3Q13
|
|
3Q14
|
Camden Waterford Lakes
|
|
|
|
|
|
|
|
|
|
||||
Orlando, FL
|
300
|
|
|
37.5
|
|
|
97
|
%
|
|
1Q14
|
|
3Q14
|
|
Unconsolidated total
|
576
|
|
|
$
|
116.0
|
|
|
|
|
|
|
|
($ in millions)
Property and Location
|
Number of
Apartment
Homes
|
|
Estimated
Cost
|
|
Cost
Incurred
|
|
Included in
Properties
Under
Development
|
|
Estimated
Date of
Construction
Completion
|
|
Estimated
Date of
Stabilization
|
|||||||
Consolidated Communities Under Construction
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Camden Flatirons
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Denver, CO
|
424
|
|
$
|
78.0
|
|
|
$
|
61.2
|
|
|
$
|
52.9
|
|
|
4Q14
|
|
4Q16
|
|
Camden La Frontera
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Round Rock, TX
|
300
|
|
|
36.0
|
|
|
23.9
|
|
|
20.1
|
|
|
1Q15
|
|
4Q15
|
|||
Camden Lamar Heights
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Austin, TX
|
314
|
|
47.0
|
|
|
39.3
|
|
|
39.2
|
|
|
4Q14
|
|
4Q15
|
||||
Camden Paces
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Atlanta, GA
|
379
|
|
110.0
|
|
|
71.9
|
|
|
69.7
|
|
|
2Q15
|
|
4Q16
|
||||
Camden Foothills
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Scottsdale, AZ
|
220
|
|
50.0
|
|
|
33.4
|
|
|
29.2
|
|
|
1Q15
|
|
3Q15
|
||||
Camden Boca Raton
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Boca Raton, FL
|
261
|
|
|
54.0
|
|
|
42.9
|
|
|
42.9
|
|
|
4Q14
|
|
4Q15
|
|||
Camden Hayden
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tempe, AZ
|
234
|
|
|
48.0
|
|
|
24.0
|
|
|
24.0
|
|
|
2Q15
|
|
3Q15
|
|||
Camden Glendale
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Glendale, CA
|
303
|
|
|
115.0
|
|
|
75.5
|
|
|
75.5
|
|
|
3Q15
|
|
1Q16
|
|||
Camden Gallery
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Charlotte, NC
|
323
|
|
|
58.0
|
|
|
19.9
|
|
|
19.9
|
|
|
4Q15
|
|
2Q16
|
|||
Camden Victory Park
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dallas, TX
|
423
|
|
|
82.0
|
|
|
22.2
|
|
|
22.2
|
|
|
1Q16
|
|
1Q18
|
|||
Camden Chandler
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Chandler, AZ
|
380
|
|
|
75.0
|
|
|
17.3
|
|
|
17.3
|
|
|
2Q16
|
|
2Q17
|
|||
The Camden
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Los Angeles, CA
|
287
|
|
|
145.0
|
|
|
45.1
|
|
|
45.1
|
|
|
4Q16
|
|
2Q17
|
|||
Camden Miramar Phase IXB
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Corpus Christi, TX
|
75
|
|
|
8.0
|
|
|
4.5
|
|
|
4.5
|
|
|
3Q14
|
|
3Q14
|
|||
Total consolidated
|
3,923
|
|
|
$
|
906.0
|
|
|
$
|
481.1
|
|
|
$
|
462.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Unconsolidated Communities Under Construction
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Camden Southline
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Charlotte, NC
|
266
|
|
|
$
|
48.0
|
|
|
$
|
23.4
|
|
|
$
|
23.4
|
|
|
3Q15
|
|
4Q15
|
(1)
|
Property in lease-up and was
12%
leased at July 27, 2014.
|
(2)
|
Property in lease-up and was
6%
leased at July 27, 2014.
|
(3)
|
Property in lease-up and was
7%
leased at July 27, 2014.
|
(4)
|
Property in lease-up and was
3%
leased at July 27, 2014.
|
(5)
|
Property in lease-up and was
6%
leased at July 27, 2014.
|
(1)
|
Represents our estimate of total costs we expect to incur on these projects. However, forward-looking statements are not guarantees of future performance, results, or events. Although we believe these expectations are based upon reasonable assumptions, future events rarely develop exactly as forecasted, and estimates routinely require adjustment.
|
(2)
|
The development will be developed in two phases. The estimated units, estimated cost, and cost to date represent both phases.
|
($ in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
June 30,
|
|
June 30,
|
|||||||||||||
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
Average monthly property revenue per apartment home
|
$
|
1,319
|
|
|
$
|
1,262
|
|
|
$
|
1,311
|
|
|
$
|
1,251
|
|
Annualized total property expenses per apartment home
|
$
|
5,758
|
|
|
$
|
5,561
|
|
|
$
|
5,702
|
|
|
$
|
5,503
|
|
Weighted average number of operating apartment homes owned 100%
|
52,709
|
|
|
51,500
|
|
|
52,684
|
|
|
51,259
|
|
||||
Weighted average occupancy of operating apartment homes owned 100% *
|
95.7%
|
|
|
95.3%
|
|
|
95.6%
|
|
|
95.1%
|
|
*
|
Our one student housing community is excluded from this calculation.
|
($ in thousands)
|
Apartment
Homes At
6/30/14
|
|
Three Months Ended
June 30, |
|
Change
|
|
Six Months Ended
June 30, |
|
Change
|
|||||||||||||||||||||||
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||||||||
Property revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Same store communities
|
47,916
|
|
|
$
|
187,409
|
|
|
$
|
179,308
|
|
|
$
|
8,101
|
|
|
4.5
|
%
|
|
$
|
371,840
|
|
|
$
|
355,402
|
|
|
$
|
16,438
|
|
|
4.6
|
%
|
Non-same store communities
|
4,714
|
|
|
19,440
|
|
|
14,084
|
|
|
5,356
|
|
|
38.0
|
|
|
39,511
|
|
|
26,095
|
|
|
13,416
|
|
|
51.4
|
|
||||||
Development and lease-up communities
|
4,244
|
|
|
578
|
|
|
—
|
|
|
578
|
|
|
*
|
|
772
|
|
|
—
|
|
|
772
|
|
|
*
|
||||||||
Other
|
—
|
|
|
1,065
|
|
|
1,591
|
|
|
(526
|
)
|
|
(33.1
|
)
|
|
2,298
|
|
|
3,297
|
|
|
(999
|
)
|
|
(30.3
|
)
|
||||||
Total property revenues
|
56,874
|
|
|
$
|
208,492
|
|
|
$
|
194,983
|
|
|
$
|
13,509
|
|
|
6.9
|
%
|
|
$
|
414,421
|
|
|
$
|
384,794
|
|
|
$
|
29,627
|
|
|
7.7
|
%
|
Property expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Same store communities
|
47,916
|
|
|
$
|
67,433
|
|
|
$
|
65,167
|
|
|
$
|
2,266
|
|
|
3.5
|
%
|
|
$
|
133,221
|
|
|
$
|
129,615
|
|
|
$
|
3,606
|
|
|
2.8
|
%
|
Non-same store communities
|
4,714
|
|
|
7,501
|
|
|
5,696
|
|
|
1,805
|
|
|
31.7
|
|
|
15,259
|
|
|
9,783
|
|
|
5,476
|
|
|
56.0
|
|
||||||
Development and lease-up communities
|
4,244
|
|
|
390
|
|
|
—
|
|
|
390
|
|
|
*
|
|
589
|
|
|
—
|
|
|
589
|
|
|
*
|
||||||||
Other
|
—
|
|
|
556
|
|
|
734
|
|
|
(178
|
)
|
|
(24.3
|
)
|
|
1,135
|
|
|
1,645
|
|
|
(510
|
)
|
|
(31.0
|
)
|
||||||
Total property expenses
|
56,874
|
|
|
$
|
75,880
|
|
|
$
|
71,597
|
|
|
$
|
4,283
|
|
|
6.0
|
%
|
|
$
|
150,204
|
|
|
$
|
141,043
|
|
|
$
|
9,161
|
|
|
6.5
|
%
|
(1)
|
Same store communities are communities we owned and were stabilized since January 1, 2013. Non-same store communities are stabilized communities not owned or stabilized since January 1, 2013. Development and lease-up communities are non-stabilized communities we have acquired or developed since January 1, 2013. Other includes results from non-multifamily rental properties, above/below market lease amortization related to acquired communities, and expenses related to land holdings not under active development. Discontinued operations, including properties held for sale, are excluded from the above results.
|
*
|
Not a meaningful percentage
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
(in millions)
|
|
June 30, 2014
|
|
June 30, 2014
|
||||
Revenues from acquisitions
|
|
$
|
3.3
|
|
|
$
|
8.9
|
|
Revenues from stabilized properties
|
|
1.3
|
|
|
3.5
|
|
||
Revenues from development and lease-up property
|
|
0.5
|
|
|
0.7
|
|
||
Other
|
|
0.8
|
|
|
1.1
|
|
||
|
|
$
|
5.9
|
|
|
$
|
14.2
|
|
|
|
|
|
|
||||
Expenses from acquisitions
|
|
$
|
1.5
|
|
|
$
|
4.0
|
|
Expenses from stabilized properties
|
|
0.3
|
|
|
0.9
|
|
||
Expenses from development and lease-up property
|
|
0.4
|
|
|
0.6
|
|
||
Other
|
|
—
|
|
|
0.6
|
|
||
|
|
$
|
2.2
|
|
|
$
|
6.1
|
|
($ in thousands)
|
Three Months Ended
June 30, |
|
Change
|
|
Six Months Ended
June 30, |
|
Change
|
||||||||||||||||||||||
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|||||||||||||||
Fee and asset management
|
$
|
2,147
|
|
|
$
|
2,827
|
|
|
$
|
(680
|
)
|
|
(24.1
|
)%
|
|
$
|
5,170
|
|
|
$
|
5,721
|
|
|
$
|
(551
|
)
|
|
(9.6
|
)%
|
Interest and other income
|
44
|
|
|
1,038
|
|
|
(994
|
)
|
|
*
|
|
332
|
|
|
1,090
|
|
|
(758
|
)
|
|
*
|
||||||||
Income (loss) on deferred compensation plans
|
2,018
|
|
|
(102
|
)
|
|
2,120
|
|
|
*
|
|
2,699
|
|
|
2,897
|
|
|
(198
|
)
|
|
(6.8
|
)
|
|||||||
Total non-property income
|
$
|
4,209
|
|
|
$
|
3,763
|
|
|
$
|
446
|
|
|
11.9
|
%
|
|
$
|
8,201
|
|
|
$
|
9,708
|
|
|
$
|
(1,507
|
)
|
|
(15.5
|
)%
|
*
|
Not a meaningful percentage
|
($ in thousands)
|
Three Months Ended
June 30, |
|
Change
|
|
Six Months Ended
June 30, |
|
Change
|
||||||||||||||||||||||
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|||||||||||||||
Property management
|
$
|
5,853
|
|
|
$
|
5,242
|
|
|
$
|
611
|
|
|
11.7
|
%
|
|
$
|
11,692
|
|
|
$
|
11,225
|
|
|
$
|
467
|
|
|
4.2
|
%
|
Fee and asset management
|
1,247
|
|
|
1,486
|
|
|
(239
|
)
|
|
(16.1
|
)
|
|
2,506
|
|
|
2,963
|
|
|
(457
|
)
|
|
(15.4
|
)
|
||||||
General and administrative
|
10,534
|
|
|
11,590
|
|
|
(1,056
|
)
|
|
(9.1
|
)
|
|
20,079
|
|
|
21,384
|
|
|
(1,305
|
)
|
|
(6.1
|
)
|
||||||
Interest
|
22,746
|
|
|
24,797
|
|
|
(2,051
|
)
|
|
(8.3
|
)
|
|
45,879
|
|
|
49,692
|
|
|
(3,813
|
)
|
|
(7.7
|
)
|
||||||
Depreciation and amortization
|
57,953
|
|
|
52,629
|
|
|
5,324
|
|
|
10.1
|
|
|
115,349
|
|
|
104,232
|
|
|
11,117
|
|
|
10.7
|
|
||||||
Amortization of deferred financing costs
|
816
|
|
|
898
|
|
|
(82
|
)
|
|
(9.1
|
)
|
|
1,657
|
|
|
1,814
|
|
|
(157
|
)
|
|
(8.7
|
)
|
||||||
Expense (benefit) on deferred compensation plans
|
2,018
|
|
|
(102
|
)
|
|
2,120
|
|
|
*
|
|
2,699
|
|
|
2,897
|
|
|
(198
|
)
|
|
(6.8
|
)
|
|||||||
Total other expenses
|
$
|
101,167
|
|
|
$
|
96,540
|
|
|
$
|
4,627
|
|
|
4.8
|
%
|
|
$
|
199,861
|
|
|
$
|
194,207
|
|
|
$
|
5,654
|
|
|
2.9
|
%
|
*
|
Not a meaningful percentage
|
|
Three Months Ended
June 30, |
|
Change
|
|
Six Months Ended
June 30, |
|
Change
|
||||||||||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||
Gain on sale of land
|
$
|
1,447
|
|
|
$
|
—
|
|
|
$
|
1,447
|
|
|
* %
|
|
$
|
1,801
|
|
|
$
|
698
|
|
|
$
|
1,103
|
|
|
* %
|
Impairment associated with land holdings
|
(1,152
|
)
|
|
—
|
|
|
(1,152
|
)
|
|
*
|
|
(1,152
|
)
|
|
—
|
|
|
(1,152
|
)
|
|
*
|
||||||
Equity in income of joint ventures
|
736
|
|
|
17,798
|
|
|
(17,062
|
)
|
|
*
|
|
5,026
|
|
|
18,732
|
|
|
(13,706
|
)
|
|
*
|
||||||
Income tax expense
|
(401
|
)
|
|
(468
|
)
|
|
(67
|
)
|
|
(14.3)%
|
|
(875
|
)
|
|
(867
|
)
|
|
8
|
|
|
0.9%
|
*
|
Not a meaningful percentage.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Funds from operations
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
(1)(2)
|
$
|
35,272
|
|
|
$
|
72,172
|
|
|
$
|
75,308
|
|
|
$
|
135,648
|
|
Real estate depreciation and amortization, including discontinued operations
|
56,556
|
|
|
53,094
|
|
|
112,567
|
|
|
105,467
|
|
||||
Adjustments for unconsolidated joint ventures
|
1,326
|
|
|
1,313
|
|
|
2,640
|
|
|
2,921
|
|
||||
Income allocated to non-controlling interests
|
1,012
|
|
|
2,765
|
|
|
2,049
|
|
|
3,722
|
|
||||
Gain on sale of unconsolidated joint venture properties
(3)
|
—
|
|
|
(13,032
|
)
|
|
(3,566
|
)
|
|
(13,032
|
)
|
||||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
(24,866
|
)
|
|
—
|
|
|
(56,649
|
)
|
||||
Funds from operations – diluted
|
$
|
94,166
|
|
|
$
|
91,446
|
|
|
$
|
188,998
|
|
|
$
|
178,077
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares – basic
|
87,845
|
|
|
87,191
|
|
|
87,748
|
|
|
86,949
|
|
||||
Incremental shares issuable from assumed conversion of:
|
|
|
|
|
|
|
|
||||||||
Common share options and awards granted
|
314
|
|
|
467
|
|
|
338
|
|
|
519
|
|
||||
Common units
|
1,899
|
|
|
1,900
|
|
|
1,899
|
|
|
1,901
|
|
||||
Weighted average shares – diluted
|
90,058
|
|
|
89,558
|
|
|
89,985
|
|
|
89,369
|
|
(1)
|
Includes a gain on sale of
$1.4 million
and
$1.8 million
during the
three and six
months ended
June 30, 2014
, respectively, related to the sale of two land holdings in the first and second quarters of
2014
. Also includes a
$1.2 million
impairment charge to the carrying value of a land parcel during the
three and six
months ended
June 30, 2014
.
|
(2)
|
Includes a promoted equity interest of approximately $3.8 million for the
three and six
months ended
June 30, 2013
, as a result of achieving certain performance measures as set forth in the joint venture agreement for one of our unconsolidated joint ventures which sold its 14 operating properties during second quarter of 2013. The
six
months ended
June 30, 2013
also includes a gain on sale of
$0.7 million
from the sale of two land holdings during first quarter of
2013
.
|
(3)
|
The gain during the
six
months ended
June 30, 2014
represents our proportionate share of the gain on sale of two operating properties sold by the funds in February 2014. The gain during the
three and six
months ended
June 30, 2013
represents our proportionate share of the gain on sale of 14 operating properties by one of our unconsolidated joint ventures in May 2013.
|
•
|
extending and sequencing the maturity dates of our debt where practicable;
|
•
|
managing interest rate exposure using what management believes to be prudent levels of fixed and floating rate debt;
|
•
|
maintaining what management believes to be conservative coverage ratios; and
|
•
|
using what management believes to be a prudent combination of debt and equity.
|
•
|
normal recurring operating expenses;
|
•
|
current debt service requirements, including debt maturities;
|
•
|
recurring capital expenditures;
|
•
|
reposition expenditures;
|
•
|
funding of property developments, acquisitions, joint venture investments; and
|
•
|
the minimum dividend payments required to maintain our REIT qualification under the Code.
|
|
|
For the Six Months Ended June 30,
|
||||||
(in millions)
|
|
2014
|
|
2013
|
||||
Expenditures for new development, including land
|
|
$
|
187.7
|
|
|
$
|
84.0
|
|
Capitalized interest, real estate taxes, and other capitalized indirect costs
|
|
16.7
|
|
|
10.9
|
|
||
Reposition expenditures
|
|
36.9
|
|
|
33.2
|
|
||
Capital expenditures
|
|
26.7
|
|
|
29.4
|
|
||
Total
|
|
$
|
268.0
|
|
|
$
|
157.5
|
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
(a) Exhibits
|
|
|
|
|
|
|
|
|
*31.1
|
|
Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated August 1, 2014
|
|
|
|
*31.2
|
|
Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated August 1, 2014
|
|
|
|
*32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002
|
|
|
|
*101.INS
|
|
XBRL Instance Document
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
|
|
|
|
|
CAMDEN PROPERTY TRUST
|
|
|
|
/s/Michael P. Gallagher
|
|
August 1, 2014
|
Michael P. Gallagher
|
|
Date
|
Senior Vice President – Chief Accounting Officer
|
|
|
Exhibit
|
|
Description of Exhibits
|
|
|
|
*10.1
|
|
Amended and Restated Camden Property Trust 1999 Employee Share Purchase Plan (as amended and restated on July 30, 2014).
|
|
|
|
*31.1
|
|
Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated August 1, 2014
|
|
|
|
*31.2
|
|
Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated August 1, 2014
|
|
|
|
*32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002
|
|
|
|
*101.INS
|
|
XBRL Instance Document
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
I.
|
Definitions
. The following terms shall, for the purposes of this Exhibit “A”, have the meanings ascribed to each. All capitalized terms used in this Exhibit “A” but not otherwise defined in this Exhibit “A” shall have the meanings ascribed to each in the Amended and Restated Camden Property Trust 1999 Employee Share Purchase Plan to which this Exhibit “A” is attached.
|
1.
|
“First Purchase Period” shall mean, as to any calendar year, the first Purchase Period in such calendar year.
|
2.
|
“Second Purchase Period” shall mean, as to any calendar year, the second Purchase Period in such calendar year.
|
3.
|
“A” shall mean $25,000.00
|
4.
|
“B” shall mean the Closing Price on the first day of the applicable Purchase Period.
|
5.
|
“X” shall mean the maximum number of whole Shares a Participant is permitted to purchase during a First Purchase Period.
|
6.
|
“Y” shall mean the actual number of whole Shares a Participant actually purchased during an immediately preceding First Purchase Period.
|
7.
|
“Z” shall mean maximum number of whole Shares a Participant is permitted to purchase during a Second Purchase Period
|
II.
|
First Purchase Period Maximum
. The maximum number of Shares which any Participant is permitted to purchase during a First Purchase Period is determined by the following formula:
|
III.
|
Second Purchase Period Maximum
. The maximum number of Shares which any Participant is permitted to purchase during a Second Purchase Period is determined by the following formula:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Camden Property Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 1, 2014
|
/s/Richard J. Campo
|
|
Richard J. Campo
|
|
Chairman of the Board of Trust Managers and
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Camden Property Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 1, 2014
|
/s/ Alexander J. Jessett
|
|
Alexander J. Jessett
|
|
Senior Vice President-Finance,
|
|
Chief Financial Officer and Treasurer
|
1.
|
The Quarterly Report on Form 10-Q of the Company for the period ended
June 30, 2014
(“the Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Richard J. Campo
|
|
Richard J. Campo
|
|
Chairman of the Board of Trust Managers and
|
|
Chief Executive Officer
|
|
|
|
/s/ Alexander J. Jessett
|
|
Alexander J. Jessett
|
|
Senior Vice President-Finance,
|
|
Chief Financial Officer and Treasurer
|