10-K 1 cpt-12312012x10k.htm 10-K CPT-12.31.2012-10K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 10-K
(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 1-12110
 
CAMDEN PROPERTY TRUST
(Exact name of registrant as specified in its charter)
 
Texas
 
76-6088377
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
3 Greenway Plaza, Suite 1300
Houston, Texas
 
77046
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (713) 354-2500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Shares of Beneficial Interest, $.01 par value
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer
 
ý
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in the Rule 12b-2 of the Act).    Yes  ¨     No  ý
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $5,493,647,249 based on a June 30, 2012 share price of $67.67.
On February 8, 2013, 84,482,957 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.
 
 
 
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 10, 2013 are incorporated by reference in Part III.



TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 1B.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
Item 7.
 
 
 
Item 7A.
 
 
 
Item 8.
 
 
 
Item 9.
 
 
 
Item 9A.
 
 
 
Item 9B.
 
 
 
 
 
 
 
 
Item 10.
 
 
 
Item 11.
 
 
 
Item 12.
 
 
 
Item 13.
 
 
 
Item 14.
 
 
 
 
 
 
 
 
Item 15.
 
 
 


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PART I
Item 1. Business
General
Formed on May 25, 1993, Camden Property Trust, a Texas real estate investment trust (“REIT”), is primarily engaged in the ownership, management, development, acquisition, and construction of multifamily apartment communities. Unless the context requires otherwise, “we,” “our,” “us,” and the “Company” refer to Camden Property Trust and its consolidated subsidiaries. Our multifamily apartment communities are referred to as “communities,” “multifamily communities,” “properties,” or “multifamily properties” in the following discussion.
Our corporate offices are located at 3 Greenway Plaza, Suite 1300, Houston, Texas 77046 and our telephone number is (713) 354-2500. Our website is located at www.camdenliving.com. On our website we make available free of charge our annual, quarterly, and current reports, and amendments to such reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). We also make available, free of charge on our website, our Guidelines on Governance, Code of Business Conduct and Ethics, Code of Ethical Conduct for Senior Financial Officers, and the charters of each of our Audit, Compensation, Nominating, and Corporate Governance Committees. Copies are also available, without charge, from Investor Relations, 3 Greenway Plaza, Suite 1300, Houston, Texas 77046. References to our website in this report are provided as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through our website, therefore such information should not be considered part of this report.
Our annual, quarterly, and current reports, proxy statements, and other information are electronically filed with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please contact the SEC at 1-800-SEC-0330 for further information about the operation of the SEC’s Public Reference Room. The SEC also maintains a website at www.sec.gov which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Financial Information about Segments
We are primarily engaged in the ownership, management, development, acquisition, and construction of multifamily apartment communities. As each of our communities has similar economic characteristics, residents, amenities, and services, our operations have been aggregated into one reportable segment. See our consolidated financial statements and notes included thereto in Item 15 of this Annual Report on Form 10-K for certain information required by Item 1.
Narrative Description of Business
As of December 31, 2012, we owned interests in, operated, or were developing 202 multifamily properties comprising 68,620 apartment homes across the United States. Of these 202 properties, nine properties were under development and when completed will consist of a total of 2,845 apartment homes. In addition, we own land parcels we may develop into multifamily apartment communities.
Operating and Business Strategy
We believe producing consistent earnings growth through property operations, development and acquisitions, achieving market balance, and recycling capital are crucial factors to our success. We rely heavily on our sophisticated property management capabilities and innovative operating strategies to help us maximize the earnings potential of our communities.
Real Estate Investments and Market Balance. We believe we are well positioned in our current markets and have the expertise to take advantage of new opportunities as they arise. These capabilities, combined with what we believe is a conservative financial structure, should allow us to concentrate our growth efforts toward selective opportunities to enhance our strategy of having a geographically diverse portfolio of assets which meet the requirements of our residents.
We continue to operate in our core markets which we believe provides an advantage due to economies of scale. We believe, where possible, it is best to operate with a strong base of properties in order to benefit from the personnel allocation and the market strength associated with managing multiple properties in the same market. However, consistent with our goal of generating sustained earnings growth, we intend to selectively dispose of properties and redeploy capital for various strategic reasons, including if we determine a property cannot meet long-term earnings growth expectations.
We try to maximize capital appreciation of our properties by investing in markets characterized by conditions favorable to multifamily property appreciation. These markets generally feature one or more of the following:
 

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Strong economic growth leading to household formation and job growth, which in turn should lead to high demand for our apartments;
An attractive quality of life, which may lead to high demand and retention for our apartments and allow us to more readily increase rents;
High barriers to entry where, because of, among other factors, land scarcity or government regulation, it is difficult or costly to build new apartment properties leading to low supply; and
High single family home prices making our apartments a more economical housing choice.
Subject to market conditions, we intend to continue to look for opportunities to acquire existing communities, expand our development pipeline, and complete selective dispositions. We have two discretionary investment funds (the “funds”), both of which were closed to future investment as of December 31, 2012.
We intend to continue to focus on strengthening our capital and liquidity positions by generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We intend to meet our liquidity requirements through cash flows generated from operations, available cash balances, draws on our unsecured credit facility, proceeds from property dispositions, equity issued from our at-the-market share offering program, the use of debt and equity offerings under our automatic shelf registration statement and secured mortgages.
Sophisticated Property Management. We believe the depth of our organization enables us to deliver quality services, promote resident satisfaction, and retain residents, thereby reducing our operating expenses. We manage our properties utilizing a staff of professionals and support personnel, including certified property managers, experienced apartment managers and leasing agents, and trained apartment maintenance technicians. Our on-site personnel are trained to deliver high quality services to our residents, and we strive to motivate our on-site employees through incentive compensation arrangements based upon property operational results, rental rate increases, occupancy levels, and level of lease renewals achieved.
Operations. We believe an intense focus on operations is necessary to realize consistent, sustained earnings growth. Ensuring resident satisfaction, increasing rents as market conditions allow, maximizing rent collections, maintaining property occupancy at optimal levels, and controlling operating costs comprise our principal strategies to maximize property financial results. We believe our web-based property management and revenue management systems strengthen on-site operations and allow us to quickly adjust rental rates as local market conditions change. Lease terms are generally staggered based on vacancy exposure by apartment type so lease expirations are matched to each property's seasonal rental patterns. We generally offer leases ranging from six to fifteen months with individual property marketing plans structured to respond to local market conditions. In addition, we conduct ongoing customer service surveys to help ensure timely response to residents' changing needs and a high level of satisfaction.
Investments in Joint Ventures. We have entered into, and may continue in the future to enter into, joint ventures through which we own an indirect economic interest of less than 100% of the community or land owned directly by the joint venture. See Note 8, “Investments in Joint Ventures,” and Note 14, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements for further discussion of our investments in joint ventures.
Competition
There are numerous housing alternatives which compete with our communities in attracting residents. Our properties compete directly with other multifamily properties as well as with condominiums and single-family homes which are available for rent or purchase in the markets in which our communities are located. This competitive environment could have a material adverse effect on our ability to lease apartment homes at our present communities or any newly developed or acquired community, as well as in the rents charged.
Employees
At December 31, 2012, we had approximately 1,825 employees, including executive, administrative, and community personnel. Our employee headcount has historically not varied significantly throughout the year.
Qualification as a Real Estate Investment Trust
As of December 31, 2012, we met the qualification of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, we, with the exception of our taxable REIT subsidiaries, will not be subject to federal income tax to the extent we continue to meet certain requirements of the Code.

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Item 1A. Risk Factors
In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating our business. Our business, financial condition, or results of operations could be materially adversely affected by any of these risks. Additional risks not presently known to us, or which we currently consider immaterial, may also impair our business and operations.
Risks Associated with Capital Markets, Credit Markets, and Real Estate
Volatility in capital and credit markets, or other unfavorable changes in economic conditions, could adversely impact us.
The capital and credit markets are subject to volatility and disruption, as particularly experienced in the latter half of 2008 through most of 2010, during which spreads on prospective debt financings fluctuated and made it more expensive to borrow money. In the event of renewed market disruption or volatility, we may not be able to obtain new debt financing or refinance our existing debt on favorable terms or at all, which would adversely affect our liquidity, our ability to make distributions to shareholders, acquire and dispose of assets and continue our development pipeline. Other weakened economic conditions, including job losses and high unemployment rates, could adversely affect rental rates and occupancy levels. Unfavorable changes in economic conditions may have a material adverse impact on our cash flows and operating results.
Additional key economic risks which may adversely affect conditions in the markets in which we operate include the following:
 
local conditions, such as an oversupply of apartments or other housing available for rent, or a reduction in demand for apartments in the area;
declines in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants;
declines in market rental rates;
low mortgage interest rates and home pricing, making alternative housing more affordable;
government or builder incentives which enable home buyers to put little or no money down, making alternative housing options more attractive;
regional economic downturns which affect one or more of our geographical markets; and
increased operating costs, if these costs cannot be passed through to residents.
Short-term leases expose us to the effects of declining market rents.
Substantially all of our apartment leases are for a term of fifteen months or less. As these leases generally permit the residents to leave at the end of the lease term without penalty, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.
We face risks associated with land holdings and related activities.
We hold land for future development and may in the future acquire additional land holdings. The risks inherent in purchasing, owning, and developing land increase as demand for apartments, or rental rates, decrease. Real estate markets are highly uncertain and, as a result, the value of undeveloped land has fluctuated significantly and may continue to fluctuate. In addition, carrying costs can be significant and can result in losses or reduced profitability. As a result, we hold certain land, and may in the future acquire additional land, in our development pipeline at a cost we may not be able to fully recover or at a cost which precludes our developing a profitable multifamily community. If there are subsequent changes in the fair value of our land holdings which we determine is less than the carrying basis of our land holdings reflected in our financial statements plus estimated costs to sell, we may be required to take future impairment charges which would reduce our net income.
Difficulties of selling real estate could limit our flexibility.
We intend to continue to evaluate the potential disposition of assets which may no longer meet our investment objectives. When we decide to sell an asset, we may encounter difficulty in finding buyers in a timely manner as real estate investments generally cannot be disposed of quickly, especially when market conditions are poor. These factors may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and may also limit our ability to utilize sales proceeds as a source of liquidity, which would adversely affect our ability to make distributions to shareholders or repay debt. In addition, the provisions of the Code relating to REITs limit our ability to earn a gain on the sale of property (unless we own the property

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through a subsidiary which will incur a taxable gain upon sale) if we have held the property less than two years, and this limitation may affect our ability to sell properties without adversely affecting returns to shareholders.
We could be negatively impacted by the condition of Fannie Mae or Freddie Mac.
Fannie Mae and Freddie Mac are a major source of financing for secured multifamily real estate. We and other multifamily companies have utilized Fannie Mae and Freddie Mac to finance growth by purchasing or guaranteeing apartment loans.  In February 2011, the Obama administration released a report calling for the winding down of the role Fannie Mae and Freddie Mac play in the mortgage market. A final decision by the government to eliminate Fannie Mae or Freddie Mac, or reduce their role in the mortgage market, may adversely affect interest rates, capital availability, and the development of multifamily communities.
Compliance or failure to comply with laws, including those requiring access to our properties by disabled persons, could result in substantial cost.
The Americans with Disabilities Act (“ADA”), the Fair Housing Amendments Act of 1988 (“FHAA”), and other federal, state, and local laws, rules, and regulations, generally require public accommodations and apartment homes be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the government or the award of damages to private litigants. These laws may require us to modify our existing properties. These laws may also restrict renovations by requiring improved access to such buildings by disabled persons or may require us to add other structural features which increase our construction costs. Legislation or regulations adopted in the future may impose further costs and obligations or restrictions on us with respect to improved access by disabled persons. We may incur unanticipated expenses which may be material to our financial condition or results of operations to comply with ADA, FHAA, and other federal, state, and local laws, or in connection with lawsuits brought by the government or private litigants.
Competition could limit our ability to lease apartments or increase or maintain rental income.
There are numerous housing alternatives which compete with our properties in attracting residents. Our properties compete directly with other multifamily properties as well as condominiums and single family homes which are available for rent or purchase in the markets in which our properties are located. This competitive environment could have a material adverse effect on our ability to lease apartment homes at our present properties or any newly developed or acquired property, as well as on the rents realized.
Risks Associated with Our Operations
Development and construction risks could impact our profitability.
We intend to continue to develop and construct multifamily apartment communities for our portfolio, with annual development starts expected in the range of $250 to $400 million. Our development and construction activities may be exposed to a number of risks which may increase our construction costs and decrease our profitability, including the following:
 
inability to obtain, or delays in obtaining, necessary zoning, land-use, building, occupancy, and other required permits and authorizations;
increased materials and/or labor costs, problems with subcontractors, or other costs including those costs due to errors and omissions which occur in the design or construction process;
inability to obtain financing with favorable terms for the development of a community;
inability to complete construction and lease-up of a community on schedule;
the expected occupancy and rental rates may differ from the actual results; and
incurring costs related to the abandonment of development opportunities which we have pursued and subsequently deemed unfeasible.
Our inability to successfully implement our development and construction strategy could adversely affect our results of operations and our ability to satisfy our financial obligations and pay distributions to shareholders.
One of our wholly-owned subsidiaries is engaged in the business of providing general contracting services under construction contracts entered into between it and third parties (including nonconsolidated subsidiaries). The terms of those construction contracts generally require this subsidiary to estimate the time and costs to complete a project, and to assume the risk these estimates may be greater than anticipated. As a result, profitability on those contracts is dependent on the ability to accurately predict such factors. The time and costs necessary to complete a project may be affected by a variety of factors, including those listed above, many of which are beyond this subsidiary’s control. In addition, the terms of those contracts generally require this subsidiary to warrant its work for a period of time during which it may be required to repair, replace, or rebuild non-conforming work. Further,

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trailing liabilities, based on various legal theories such as claims of negligent construction, may result from such projects, and these trailing liabilities may go on for a number of years depending on the length of the statutes of repose in various jurisdictions.
Our acquisition strategy may not produce the cash flows expected.
We may acquire additional operating properties on a selective basis. Our acquisition activities are subject to a number of risks, including the following:
 
we may not be able to successfully integrate acquired properties into our existing operations;
our estimates of the costs, if any, of repositioning or redeveloping the acquired property may prove inaccurate;
the expected occupancy and rental rates may differ from the actual results; and
we may not be able to obtain adequate financing.
With respect to acquisitions of operating properties, we may not be able to identify suitable candidates on terms acceptable to us and may not achieve expected returns or other benefits as a result of integration challenges, such as personnel and technology.
Competition could adversely affect our ability to acquire properties.
We expect other real estate investors, including insurance companies, pension and investment funds, private investors, and other multifamily REITs, will compete with us to acquire additional operating properties. This competition could increase prices for the type of properties we would likely pursue and adversely affect our ability to acquire these properties or the profitability of such properties upon acquisition.
Losses from catastrophes may exceed our insurance coverage.
We carry comprehensive property and liability insurance on our properties, which we believe is of the type and amount customarily obtained on similar real property assets by similar types of owners. We intend to obtain similar coverage for properties we acquire or develop in the future. However, some losses, generally of a catastrophic nature, such as losses from floods, hurricanes, or earthquakes, may be subject to coverage limitations. We exercise our discretion in determining amounts, coverage limits, and deductible provisions of insurance to maintain appropriate insurance on our investments at a reasonable cost and on suitable terms. If we suffer a catastrophic loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement value of our lost investment, as well as the anticipated future revenues from the property. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also may reduce the feasibility of using insurance proceeds to replace a property after it has been damaged or destroyed.
Investments through joint ventures and discretionary funds involve risks not present in investments in which we are the sole investor.
We have invested and may continue to invest as a joint venture partner in joint ventures. These investments involve risks, including the possibility the other joint venture partner may have business goals which are inconsistent with ours, possess the ability to take action or withhold consent contrary to our requests, or become insolvent and require us to assume and fulfill the joint venture’s financial obligations. We and our joint venture partner may each have the right to initiate a buy-sell arrangement, which could cause us to sell our interest, or acquire our joint venture partner’s interest, at a time when we otherwise would not have entered into such a transaction. Each joint venture agreement is individually negotiated, and our ability to operate, finance, and/or dispose of a community in our sole discretion may be limited to varying degrees depending on the terms of the joint venture agreement.
The risks associated with our discretionary funds, which we manage as the general partner and advisor and which as of December 31, 2012 were closed for future investments, include the following:
one of our wholly-owned subsidiaries is the general partner of the funds and has unlimited liability for the third party debts, obligations, and liabilities of the funds pursuant to partnership law;
investors in the funds (other than us), by majority vote, may remove our subsidiary as the general partner of the funds with or without cause and the funds’ advisory boards, by a majority vote of their members, may remove our subsidiary as the general partner of the funds at any time for cause;
while we have broad discretion to manage the funds and make investment decisions on behalf of the funds, the investors or the advisory boards must approve certain matters, and as a result we may be unable to cause the funds to make certain investments or implement certain decisions we consider beneficial;
our ability to dispose of all or a portion of our investments in the funds is subject to significant restrictions; and

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we may be liable if the funds fail to comply with various tax or other regulatory matters.
Tax matters, including failure to qualify as a REIT, could have adverse consequences.
We may not continue to qualify as a REIT in the future. The Internal Revenue Service may challenge our qualification as a REIT for prior years and new legislation, regulations, administrative interpretations, or court decisions may change the tax laws or the application of the tax laws with respect to qualification as a REIT or the federal tax consequences of such qualification.
For any taxable year we fail to qualify as a REIT and do not qualify under statutory relief provisions:
 
we would be subject to federal income tax on our taxable income at regular corporate rates, including any applicable alternative minimum tax;
we would be disqualified from treatment as a REIT for the four taxable years following the year in which we failed to qualify, thereby reducing our net income, including any distributions to shareholders, as we would be required to pay significant income taxes for the year or years involved; and
our ability to expand our business and raise capital would be impaired, which may adversely affect the value of our common shares.
We may face other tax liabilities in the future which may impact our cash flow. These potential tax liabilities may be calculated on our income or property values at either the corporate or individual property levels. Any additional tax expense incurred would decrease the cash available for cash distributions to our common shareholders, perpetual preferred unit holders, and non-controlling interest holders.
We rely on information technology in our operations, and any breach, interruption or security failure of that technology could have a negative impact to our business and/or financial condition.
Information security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyber attacks. A failure in or breach of our operational or information security systems, or those of our third party service providers, as a result of cyber attacks or information security breaches could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, and/or subject us to possible financial liabilities, any of which could have a negative impact on our financial condition and results of operations.
We depend on our key personnel.
Our success depends in part on our ability to attract and retain the services of executive officers and other personnel. There is substantial competition for qualified personnel in the real estate industry, and the loss of several of our key personnel could have an adverse effect on us.
Litigation risks could affect our business.
As a large publicly-traded owner of multifamily properties, we are at risk of becoming involved in legal proceedings, including consumer, employment, tort, or commercial litigation, which if decided adversely to or settled by us, could result in liability which is material to our financial condition or results of operations.
Risks Associated with Our Indebtedness and Financing
Insufficient cash flows could limit our ability to make required payments for debt obligations or pay distributions to shareholders.
Substantially all of our income is derived from rental and other income from our multifamily communities. As a result, our performance depends in large part on our ability to collect rent from residents, which could be negatively affected by a number of factors, including the following:
 
delay in resident lease commencements;
decline in occupancy;
failure of residents to make rental payments when due;
the attractiveness of our properties to residents and potential residents;
our ability to adequately manage and maintain our communities;
competition from other available apartments and housing alternatives; and

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changes in market rents.
Cash flow could be insufficient to meet required payments of principal and interest with respect to debt financing. In order for us to continue to qualify as a REIT we must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gains. This requirement limits the cash available to meet required principal payments on our debt.
We have significant debt, which could have important adverse consequences.
As of December 31, 2012, we had outstanding debt of approximately $2.5 billion. This indebtedness could have important consequences, including:
 
if a property is mortgaged to secure payment of indebtedness, and if we are unable to meet our mortgage obligations, we could sustain a loss as a result of foreclosure on the mortgaged property;
our vulnerability to general adverse economic and industry conditions is increased; and
our flexibility in planning for, or reacting to, changes in business and industry conditions is limited.
The mortgages on our properties subject to secured debt, our unsecured credit facility, and the indenture under which our unsecured debt was issued, contain customary restrictions, requirements, and other limitations, as well as certain financial and operating covenants including maintenance of certain financial ratios. Maintaining compliance with these provisions could limit our financial flexibility. A default in these provisions, if uncured, could require us to repay the indebtedness before the scheduled maturity date, which could adversely affect our liquidity and increase our financing costs.
We may be unable to renew, repay, or refinance our outstanding debt.
We are subject to the risk that indebtedness on our properties or our unsecured indebtedness will not be renewed, repaid, or refinanced when due or the terms of any renewal or refinancing will not be as favorable as the existing terms of such indebtedness. If we are unable to refinance our indebtedness on acceptable terms, or at all, we might be forced to dispose of one or more of the properties on disadvantageous terms, which might result in losses to us. Such losses could have a material adverse effect on us and our ability to make distributions to our shareholders and pay amounts due on our debt. Furthermore, if a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagee could foreclose on the property, appoint a receiver and exercise rights under an assignment of rents and leases, or pursue other remedies, all with a consequent loss of our revenues and asset value. Foreclosures could also create taxable income without accompanying cash proceeds, thereby hindering our ability to meet the REIT distribution requirements of the Code.
Variable rate debt is subject to interest rate risk.
We have mortgage debt with varying interest rates dependent upon various market indexes. In addition, we have a revolving credit facility bearing interest at a variable rate on all amounts drawn on the facility. We may incur additional variable rate debt in the future. Increases in interest rates on variable rate debt would increase our interest expense, unless we make arrangements which hedge the risk of rising interest rates, which would adversely affect net income and cash available for payment of our debt obligations and distributions to shareholders.
Issuances of additional debt may adversely impact our financial condition.
Our capital requirements depend on numerous factors, including the rental and occupancy rates of our multifamily properties, dividend payment rates to our equity holders, development and capital expenditures, costs of operations, and potential acquisitions. If our capital requirements vary materially from our plans, we may require additional financing earlier than anticipated. If we issue more debt, we could become more leveraged, resulting in increased risk of default on our obligations and an increase in our debt service requirements, both of which could adversely affect our financial condition and ability to access debt and equity capital markets in the future.
Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets.
Moody’s, Fitch, and Standard & Poors, the major debt rating agencies, routinely evaluate our debt and have given us ratings of Baa1, BBB+, and BBB, respectively, with stable, stable, and positive outlooks, respectively, on our senior unsecured debt. These ratings are based on a number of factors, which include their assessment of our financial strength, liquidity, capital structure, asset quality, and sustainability of cash flow and earnings. Due to changes in market conditions, we may not be able to maintain our current credit ratings, which could adversely affect our cost of funds and related margins, liquidity, and access to capital markets.

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Risks Associated with Our Shares
Share ownership limits and our ability to issue additional equity securities may prevent takeovers beneficial to shareholders.
For us to maintain our qualification as a REIT, we must have 100 or more shareholders during the year and not more than 50% in value of our outstanding shares may be owned, directly or indirectly, by five or fewer individuals. As defined for federal income tax purposes, the term “individuals” includes a number of specified entities. To minimize the possibility of us failing to qualify as a REIT under this test, our declaration of trust includes restrictions on transfers of our shares and ownership limits. The ownership limits, as well as our ability to issue other classes of equity securities, may delay, defer, or prevent a change in control. These provisions may also deter tender offers for our common shares which may be attractive to you or limit your opportunity to receive a premium for your shares which might otherwise exist if a third party were attempting to effect a change in control transaction.
Our share price will fluctuate.
The market price and trading volume of our common shares are subject to fluctuation due to general market conditions, the risks discussed in this report and other matters, including the following:
 
operating results which vary from the expectations of securities analysts and investors;
investor interest in our property portfolio;
the reputation and performance of REITs;
the attractiveness of REITs as compared to other investment vehicles;
the results of our financial condition and operations;
the perception of our growth and earnings potential;
dividend payment rates;
increases in market interest rates, which may lead purchasers of our common shares to demand a higher yield; and
changes in financial markets and national economic and general market conditions.
The form, timing and/or amount of dividend distributions in future periods may vary and be impacted by economic and other considerations.
The form, timing and/or amount of dividend distributions will be declared at the discretion of our Board of Trust Managers and will depend on actual cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors as the Board of Trust Managers may consider relevant. The Board of Trust Managers may modify the form, timing and/or amount of dividends from time to time.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Properties
Our properties typically consist of mid-rise buildings or two and three story buildings in a landscaped setting and provide residents with a variety of amenities. Most of the properties have one or more swimming pools and a clubhouse and many have whirlpool spas, weight room facilities, and controlled-access gates. Many of the apartment homes offer additional amenities common to multifamily rental properties.
Operating Properties (including properties held through unconsolidated joint ventures)
The 193 operating properties in which we owned interests and operated at December 31, 2012 averaged 937 square feet of living area per apartment home. For the year ended December 31, 2012, no single operating property accounted for greater than 1.6% of our total revenues. Our operating properties had a weighted average occupancy rate of approximately 95% for the years ended December 31, 2012 and 2011, and an average annual rental revenue per apartment home of $1,045 and $970 for the years ended December 31, 2012 and 2011, respectively. Resident lease terms generally range from six to fifteen months. 176 of our operating properties have over 200 apartment homes, with the largest having 904 apartment homes. Our operating properties have an average age of 12 years (calculated on the basis of investment dollars). Our operating properties were constructed and placed in service as follows:
 

8


Year Placed in Service
Number of Operating Properties
2006-2012
47
2001-2005
31
1996-2000
55
1991-1995
20
1986-1990
27
Prior to 1986
13

Property Table
The following table sets forth information with respect to our 193 operating properties at December 31, 2012:
 
 
 
OPERATING PROPERTIES
Property and Location
 
Year Placed
In Service
 
Average Apartment
Size (Sq. Ft.)
 
Number of
Apartments
 
2012 Average
Occupancy  (1)
 
2012 Average
Monthly Rental
Rate per
Apartment (2)
ARIZONA
 
 
 
 
 
 
 
 
 
 
Phoenix
 
 
 
 
 
 
 
 
 
 
Camden Copper Square
 
2000
 
786
 
332
 
92.8
%
 
$
884

Camden Fountain Palms (3)
 
1986/1996
 
1,050
 
192
 
90.8

 
685

Camden Legacy
 
1996
 
1,067
 
428
 
94.0

 
949

Camden Montierra (4)
 
1999
 
1,071
 
249
 
94.2

 
1,191

Camden Pecos Ranch (3)
 
2001
 
924
 
272
 
93.7

 
849

Camden San Marcos (4)
 
1995
 
984
 
320
 
93.8

 
1,050

Camden San Paloma
 
1993/1994
 
1,042
 
324
 
94.1

 
978

Camden Sierra (3)
 
1997
 
925
 
288
 
91.5

 
681

Camden Towne Center (3)
 
1998
 
871
 
240
 
92.6

 
676

CALIFORNIA
 
 
 
 
 
 
 
 
 
 
Los Angeles/Orange County
 
 
 
 
 
 
 
 
 
 
Camden Crown Valley
 
2001
 
1,009
 
380
 
95.6

 
1,586

Camden Harbor View
 
2004
 
975
 
538
 
95.2

 
1,962

Camden Main & Jamboree (5)
 
2008
 
1,011
 
290
 
96.1

 
1,806

Camden Martinique
 
1986
 
794
 
714
 
95.5

 
1,346

Camden Parkside (3)
 
1972
 
836
 
421
 
95.6

 
1,242

Camden Sea Palms
 
1990
 
891
 
138
 
97.2

 
1,507

San Diego/Inland Empire
 
 
 
 
 
 
 
 
 
 
Camden Landmark (4)
 
2006
 
982
 
469
 
94.0

 
1,321

Camden Old Creek
 
2007
 
1,037
 
350
 
94.4

 
1,608

Camden Sierra at Otay Ranch
 
2003
 
962
 
422
 
93.4

 
1,509

Camden Tuscany
 
2003
 
896
 
160
 
94.7

 
1,996

Camden Vineyards
 
2002
 
1,053
 
264
 
93.0

 
1,236

COLORADO
 
 
 
 
 
 
 
 
 
 
Denver
 
 
 
 
 
 
 
 
 
 
Camden Belleview Station (4)
 
2009
 
888
 
270
 
93.0

 
1,283

Camden Caley
 
2000
 
925
 
218
 
95.1

 
985

Camden Centennial
 
1985
 
744
 
276
 
94.9

 
759

Camden Denver West (6)
 
1997
 
1,015
 
320
 
94.9

 
1,153

Camden Highlands Ridge
 
1996
 
1,149
 
342
 
95.3

 
1,236


9


 
 
OPERATING PROPERTIES
Property and Location
 
Year Placed
In Service
 
Average Apartment
Size (Sq. Ft.)
 
Number of
Apartments
 
2012 Average
Occupancy  (1)
 
2012 Average
Monthly Rental
Rate per
Apartment (2)
Camden Interlocken
 
1999
 
1,022
 
340
 
96.0
%
 
$
1,210

Camden Lakeway
 
1997
 
932
 
451
 
94.4

 
984

Camden Pinnacle
 
1985
 
748
 
224
 
94.7

 
786

WASHINGTON DC METRO
 
 
 
 
 
 
 
 
 
 
Camden Ashburn Farms
 
2000
 
1,062
 
162
 
97.4

 
1,477

Camden Clearbrook
 
2007
 
1,048
 
297
 
95.2

 
1,345

Camden College Park (5)
 
2008
 
942
 
508
 
95.1

 
1,575

Camden Dulles Station
 
2009
 
984
 
366
 
96.6

 
1,624

Camden Fair Lakes
 
1999
 
1,056
 
530
 
95.9

 
1,636

Camden Fairfax Corner
 
2006
 
934
 
488
 
96.4

 
1,669

Camden Fallsgrove
 
2004
 
996
 
268
 
95.8

 
1,673

Camden Grand Parc
 
2002
 
674
 
105
 
95.5

 
2,443

Camden Lansdowne
 
2002
 
1,006
 
690
 
95.4

 
1,420

Camden Largo Town Center
 
2000/2007
 
1,027
 
245
 
94.3

 
1,603

Camden Monument Place
 
2007
 
856
 
368
 
95.8

 
1,509

Camden Potomac Yard
 
2008
 
835
 
378
 
95.4

 
1,985

Camden Roosevelt
 
2003
 
856
 
198
 
97.1

 
2,456

Camden Russett
 
2000
 
992
 
426
 
93.7

 
1,379

Camden Silo Creek
 
2004
 
975
 
284
 
96.3

 
1,429

Camden Summerfield
 
2008
 
957
 
291
 
93.5

 
1,573

Camden Summerfield II (7)
 
2012
 
936
 
187
 
95.0

 
1,550

FLORIDA
 
 
 
 
 
 
 
 
 
 
Southeast Florida
 
 
 
 
 
 
 
 
 
 
Camden Aventura
 
1995
 
1,108
 
379
 
94.2

 
1,553

Camden Brickell
 
2003
 
937
 
405
 
96.3

 
1,638

Camden Doral
 
1999
 
1,120
 
260
 
96.4

 
1,548

Camden Doral Villas
 
2000
 
1,253
 
232
 
93.8

 
1,678

Camden Las Olas
 
2004
 
1,043
 
420
 
95.2

 
1,741

Camden Plantation
 
1997
 
1,201
 
502
 
95.2

 
1,307

Camden Portofino
 
1995
 
1,112
 
322
 
95.6

 
1,348

Orlando
 
 
 
 
 
 
 
 
 
 
Camden Club
 
1986
 
1,077
 
436
 
96.2

 
866

Camden Hunter’s Creek
 
2000
 
1,075
 
270
 
96.2

 
1,005

Camden Lago Vista
 
2005
 
955
 
366
 
95.0

 
902

Camden LaVina (7)
 
2012
 
970
 
420
 
94.7

 
1,059

Camden Lee Vista
 
2000
 
937
 
492
 
95.6

 
875

Camden Orange Court
 
2008
 
817
 
268
 
96.1

 
1,118

Camden Renaissance
 
1996/1998
 
899
 
578
 
94.2

 
803

Camden Reserve
 
1990/1991
 
824
 
526
 
95.5

 
740

Camden Town Square (8)
 
2012
 
986
 
438
 
Lease-up

 
840

Camden World Gateway
 
2000
 
979
 
408
 
95.3

 
972

Tampa/St. Petersburg
 
 
 
 
 
 
 
 
 
 
Camden Bay
 
1997/2001
 
943
 
760
 
94.3

 
875


10


 
 
OPERATING PROPERTIES
Property and Location
 
Year Placed
In Service
 
Average Apartment
Size (Sq. Ft.)
 
Number of
Apartments
 
2012 Average
Occupancy  (1)
 
2012 Average
Monthly Rental
Rate per
Apartment (2)
Camden Bay Pointe
 
1984
 
771
 
368
 
93.9
%
 
$
704

Camden Bayside
 
1987/1989
 
748
 
832
 
96.0

 
775

Camden Citrus Park
 
1985
 
704
 
247
 
95.1

 
687

Camden Lakes
 
1982/1983
 
732
 
688
 
94.4

 
705

Camden Lakeside
 
1986
 
729
 
228
 
95.2

 
749

Camden Live Oaks (9)
 
1990
 
1,093
 
770
 
94.2

 
782

Camden Montague (7)
 
2012
 
975
 
192
 
97.3

 
827

Camden Preserve
 
1996
 
942
 
276
 
95.0

 
1,073

Camden Providence Lakes
 
1996
 
1,024
 
260
 
94.7

 
910

Camden Royal Palms
 
2006
 
1,017
 
352
 
94.4

 
947

Camden Visconti (10)
 
2007
 
1,125
 
450
 
94.9

 
1,126

Camden Westchase Park (7)
 
2012
 
993
 
348
 
95.9

 
887

Camden Westshore
 
1986
 
728
 
278
 
95.3

 
850

Camden Woods
 
1986
 
1,223
 
444
 
94.6

 
853

GEORGIA
 
 
 
 
 
 
 
 
 
 
Atlanta
 
 
 
 
 
 
 
 
 
 
Camden Brookwood
 
2002
 
912
 
359
 
95.7

 
987

Camden Creekstone (4)
 
2002
 
990
 
223
 
94.9

 
967

Camden Deerfield
 
2000
 
1,187
 
292
 
94.8

 
979

Camden Dunwoody
 
1997
 
1,007
 
324
 
95.0

 
908

Camden Midtown Atlanta
 
2001
 
935
 
296
 
95.1

 
1,019

Camden Peachtree City
 
2001
 
1,027
 
399
 
95.9

 
932

Camden Phipps (10)
 
1996
 
1,018
 
234
 
95.4

 
1,211

Camden River
 
1997
 
1,103
 
352
 
95.1

 
904

Camden Shiloh
 
1999/2002
 
1,143
 
232
 
95.5

 
876

Camden St. Clair
 
1997
 
999
 
336
 
95.9

 
934

Camden Stockbridge
 
2003
 
1,009
 
304
 
94.2

 
756

NEVADA
 
 
 
 
 
 
 
 
 
 
Las Vegas
 
 
 
 
 
 
 
 
 
 
Camden Bel Air
 
1988/1995
 
943
 
528
 
92.5

 
713

Camden Breeze
 
1989
 
846
 
320
 
93.9

 
720

Camden Canyon
 
1995
 
987
 
200
 
94.4

 
860

Camden Commons
 
1988
 
936
 
376
 
92.4

 
747

Camden Cove
 
1990
 
898
 
124
 
92.7

 
710

Camden Del Mar
 
1995
 
986
 
560
 
95.4

 
893

Camden Fairways
 
1989
 
896
 
320
 
95.4

 
877

Camden Hills
 
1991
 
439
 
184
 
90.3

 
491

Camden Legends
 
1994
 
792
 
113
 
94.9

 
827

Camden Palisades
 
1991
 
905
 
624
 
93.3

 
723

Camden Pines (3)
 
1997
 
982
 
315
 
92.9

 
792

Camden Pointe
 
1996
 
983
 
252
 
94.0

 
730

Camden Summit (3)
 
1995
 
1,187
 
234
 
93.8

 
1,079

Camden Tiara (3)
 
1996
 
1,043
 
400
 
93.9

 
861


11


 
 
OPERATING PROPERTIES
Property and Location
 
Year Placed
In Service
 
Average Apartment
Size (Sq. Ft.)
 
Number of
Apartments
 
2012 Average
Occupancy  (1)
 
2012 Average
Monthly Rental
Rate per
Apartment (2)
Camden Vintage
 
1994
 
978
 
368
 
94.0
%
 
$
704

Oasis Bay (10)
 
1990
 
876
 
128
 
96.1

 
745

Oasis Crossings (10)
 
1996
 
983
 
72
 
95.3

 
749

Oasis Emerald (10)
 
1988
 
873
 
132
 
92.9

 
608

Oasis Gateway (10)
 
1997
 
1,146
 
360
 
93.6

 
776

Oasis Island (10)
 
1990
 
901
 
118
 
90.3

 
613

Oasis Landing (10)
 
1990
 
938
 
144
 
92.4

 
671

Oasis Meadows (10)
 
1996
 
1,031
 
383
 
90.3

 
718

Oasis Palms (10)
 
1989
 
880
 
208
 
91.8

 
684

Oasis Pearl (10)
 
1989
 
930
 
90
 
91.0

 
687

Oasis Place (10)
 
1992
 
440
 
240
 
87.1

 
482

Oasis Ridge (10)
 
1984
 
391
 
477
 
86.3

 
413

Oasis Sierra (10)
 
1998
 
923
 
208
 
94.2

 
782

Oasis Springs (10)
 
1988
 
838
 
304
 
90.5

 
576

Oasis Vinings (10)
 
1994
 
1,152
 
234
 
91.8

 
709

NORTH CAROLINA
 
 
 
 
 
 
 
 
 
 
Charlotte
 
 
 
 
 
 
 
 
 
 
Camden Ballantyne
 
1998
 
1,045
 
400
 
95.6

 
977

Camden Cotton Mills
 
2002
 
905
 
180
 
96.2

 
1,256

Camden Dilworth
 
2006
 
857
 
145
 
97.5

 
1,220

Camden Fairview
 
1983
 
1,036
 
135
 
96.4

 
900

Camden Foxcroft
 
1979
 
940
 
156
 
97.7

 
817

Camden Grandview
 
2000
 
1,057
 
266
 
96.3

 
1,364

Camden Habersham
 
1986
 
773
 
240
 
95.7

 
685

Camden Pinehurst
 
1967
 
1,147
 
407
 
96.0

 
821

Camden Sedgebrook
 
1999
 
972
 
368
 
95.9

 
881

Camden Simsbury
 
1985
 
874
 
100
 
96.7

 
880

Camden South End Square
 
2003
 
882
 
299
 
96.3

 
1,156

Camden Stonecrest
 
2001
 
1,098
 
306
 
95.5

 
1,030

Camden Touchstone
 
1986
 
899
 
132
 
97.7

 
779

Raleigh
 
 
 
 
 
 
 
 
 
 
Camden Asbury Village (4) (10)
 
2009
 
1,009
 
350
 
93.1

 
926

Camden Crest
 
2001
 
1,013
 
438
 
95.2

 
814

Camden Governor’s Village
 
1999
 
1,046
 
242
 
95.0

 
914

Camden Lake Pine
 
1999
 
1,066
 
446
 
94.7

 
861

Camden Manor Park
 
2006
 
966
 
484
 
96.5

 
895

Camden Overlook
 
2001
 
1,060
 
320
 
95.9

 
954

Camden Reunion Park
 
2000/2004
 
972
 
420
 
95.1

 
748

Camden Westwood
 
1999
 
1,027
 
354
 
94.7

 
816

TEXAS
 
 
 
 
 
 
 
 
 
 
Austin
 
 
 
 
 
 
 
 
 
 
Camden Amber Oaks (10)
 
2009
 
862
 
348
 
95.0

 
863

Camden Amber Oaks II (7) (10)
 
2012
 
910
 
244
 
94.7

 
891


12


 
 
OPERATING PROPERTIES
Property and Location
 
Year Placed
In Service
 
Average Apartment
Size (Sq. Ft.)
 
Number of
Apartments
 
2012 Average
Occupancy  (1)
 
2012 Average
Monthly Rental
Rate per
Apartment (2)
Camden Brushy Creek (10)
 
2008
 
882
 
272
 
95.7
%
 
$
865

Camden Cedar Hills
 
2008
 
911
 
208
 
95.1

 
1,024

Camden Gaines Ranch
 
1997
 
955
 
390
 
95.3

 
1,102

Camden Huntingdon
 
1995
 
903
 
398
 
95.5

 
825

Camden Ridgecrest
 
1995
 
855
 
284
 
95.0

 
755

Camden Shadow Brook (10)
 
2009
 
909
 
496
 
96.3

 
912

Camden Stoneleigh
 
2001
 
908
 
390
 
95.2

 
977

Corpus Christi
 
 
 
 
 
 
 
 
 
 
Camden Breakers
 
1996
 
868
 
288
 
95.7

 
1,008

Camden Copper Ridge
 
1986
 
775
 
344
 
95.4

 
735

Camden Miramar (11)
 
1994-2011
 
488
 
855
 
78.5

 
1,000

Camden South Bay (10)
 
2007
 
1,055
 
270
 
95.0

 
1,124

Dallas/Fort Worth
 
 
 
 
 
 
 
 
 
 
Camden Addison (3)
 
1996
 
942
 
456
 
96.0

 
846

Camden Belmont (4)
 
2010/2012
 
945
 
477
 
93.8

 
1,350

Camden Buckingham
 
1997
 
919
 
464
 
95.7

 
881

Camden Centreport
 
1997
 
911
 
268
 
95.5

 
858

Camden Cimarron
 
1992
 
772
 
286
 
95.6

 
884

Camden Design District (10)
 
2009
 
939
 
355
 
94.4

 
1,186

Camden Farmers Market
 
2001/2005
 
932
 
904
 
94.9

 
999

Camden Gardens
 
1983
 
652
 
256
 
96.3

 
605

Camden Glen Lakes
 
1979
 
877
 
424
 
95.7

 
811

Camden Henderson (4)
 
2012
 
967
 
106
 
85.1

 
1,496

Camden Legacy Creek
 
1995
 
831
 
240
 
95.6

 
920

Camden Legacy Park
 
1996
 
871
 
276
 
95.2

 
940

Camden Panther Creek (10)
 
2009
 
946
 
295
 
94.6

 
979

Camden Riverwalk (10)
 
2008
 
982
 
600
 
94.9

 
1,188

Camden Springs
 
1987
 
713
 
304
 
95.2

 
610

Camden Valley Park
 
1986
 
743
 
516
 
95.7

 
806

Houston
 
 
 
 
 
 
 
 
 
 
Camden City Centre
 
2007
 
932
 
379
 
96.9

 
1,426

Camden Cypress Creek (10)
 
2009
 
993
 
310
 
95.6

 
1,087

Camden Downs at Cinco Ranch (10)
 
2004
 
1,075
 
318
 
96.5

 
1,082

Camden Grand Harbor (10)
 
2008
 
959
 
300
 
96.3

 
1,017

Camden Greenway
 
1999
 
861
 
756
 
96.1

 
1,162

Camden Heights (10)
 
2004
 
927
 
352
 
97.0

 
1,292

Camden Holly Springs (3)
 
1999
 
934
 
548
 
96.0

 
985

Camden Lakemont (10)
 
2007
 
904
 
312
 
96.5

 
891

Camden Midtown
 
1999
 
844
 
337
 
96.4

 
1,412

Camden Northpointe (10)
 
2008
 
940
 
384
 
95.3

 
960

Camden Oak Crest
 
2003
 
870
 
364
 
96.3

 
897

Camden Park (3)
 
1995
 
866
 
288
 
96.0

 
846

Camden Piney Point (10)
 
2004
 
919
 
318
 
96.3

 
1,077


13


 
 
OPERATING PROPERTIES
Property and Location
 
Year Placed
In Service
 
Average Apartment
Size (Sq. Ft.)
 
Number of
Apartments
 
2012 Average
Occupancy  (1)
 
2012 Average
Monthly Rental
Rate per
Apartment (2)
Camden Plaza
 
2007
 
915
 
271
 
96.5
%
 
$
1,383

Camden Royal Oaks
 
2006
 
923
 
236
 
88.8

 
1,182

Camden Royal Oaks II (8)
 
2012
 
1,054
 
104
 
Lease-up

 
1,177

Camden Spring Creek (10)
 
2004
 
1,080
 
304
 
95.7

 
1,021

Camden Stonebridge
 
1993
 
845
 
204
 
96.8

 
875

Camden Sugar Grove (3)
 
1997
 
921
 
380
 
95.3

 
908

Camden Travis Street
 
2010
 
819
 
253
 
97.4

 
1,411

Camden Vanderbilt
 
1996/1997
 
863
 
894
 
97.5

 
1,236

Camden Whispering Oaks
 
2008
 
934
 
274
 
96.7

 
1,058

Camden Woodson Park (10)
 
2008
 
916
 
248
 
96.4

 
994

Camden Yorktown (10)
 
2008
 
995
 
306
 
95.4

 
985

San Antonio
 
 
 
 
 
 
 
 
 
 
Camden Braun Station (10)
 
2006
 
827
 
240
 
94.4

 
832

Camden Westover Hills (10)
 
2010
 
959
 
288
 
95.7

 
1,060

 
(1)
Represents average physical occupancy for the year except as noted.
(2)
The average monthly rental rate per apartment incorporates tenant concessions calculated on a straight-line basis over the life of the lease.
(3)
Property formerly owned through a joint venture in which we owned a 20% interest. We acquired the remaining ownership interest in January 2012 from an unaffiliated third party.
(4)
Property acquired during 2012—average occupancy calculated from date at which property was acquired.
(5)
Property owned through a fully consolidated joint venture in which we own a 99.99% interest. The remaining interest is owned by an unaffiliated third party.
(6)
Property formerly owned through a joint venture in which we owned a 50% interest. We acquired the remaining ownership interest in December 2012 from an unaffiliated third party.
(7)
Development property stabilized during 2012—average occupancy calculated from date at which occupancy exceeded 90% through December 31, 2012.
(8)
Property under lease-up at December 31, 2012.
(9)
Property was included in properties held for sale at December 31, 2012. We sold this property in January 2013.
(10)
Property owned through one of our joint ventures in which we own a 20% interest. The remaining interest is owned by an unaffiliated third party.
(11)
Miramar is a student housing project for Texas A&M at Corpus Christi. Average occupancy includes summer months which are normally subject to high vacancies.
Item 3. Legal Proceedings
For discussion regarding legal proceedings, see Note 14, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements.
Item 4. Mine Safety Disclosures
None.

14


PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The high and low closing prices per share of our common shares, as reported on the New York Stock Exchange composite tape under the symbol “CPT,” and distributions per share declared for the quarters indicated are as follows:
 
 
High
 
Low
 
Distributions
2012 Quarters:
 
 
 
 
 
First
$
65.75

 
$
59.61

 
$
0.56

Second
68.84

 
63.09

 
0.56

Third
71.59

 
64.49

 
0.56

Fourth
68.21

 
62.70

 
0.56

2011 Quarters:
 
 
 
 
 
First
$
59.17

 
$
53.47

 
$
0.49

Second
65.26

 
56.40

 
0.49

Third
69.32

 
55.26

 
0.49

Fourth
62.35

 
53.09

 
0.49

In the first quarter of 2013, the Company's Board of Trust Managers increased the quarterly dividend rate from $0.56 to $0.63 per common share. Future dividend payments are paid at the discretion of the Board of Trust Managers and depend on cash flows generated from operations, the Company's financial condition and capital requirements, distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and other factors which may be deemed relevant by our Board of Trust Managers. Assuming dividend distributions for the remainder of 2013 are similar to those declared for the first quarter 2013, the annualized dividend rate for 2013 would be $2.52.







15


This graph assumes the investment of $100 on December 31, 2007 and quarterly reinvestment of dividends. (Source: SNL Financial LC)
 
 
Years Ended December 31,
Index
2008
 
2009
 
2010
 
2011
 
2012
Camden Property Trust
69.91

 
101.34

 
134.26

 
160.11

 
181.58

FTSE NAREIT Equity
62.27

 
79.70

 
101.99

 
110.45

 
130.39

S&P 500
63.00

 
79.68

 
91.68

 
93.61

 
108.59

Russell 2000
66.21

 
84.20

 
106.82

 
102.36

 
119.09

MSCI US REIT (RMS) Index
62.03

 
79.78

 
102.50

 
111.41

 
131.20


As of February 8, 2013, there were approximately 516 shareholders of record and approximately 23,779 beneficial owners of our common shares.
In March 2010, we announced the creation of an at-the-market (“ATM”) share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to $250 million (the “2010 ATM program”), in amounts and at times as we determined, into the existing trading market at current market prices as well as through negotiated transactions. The net proceeds resulting from the 2010 ATM program were used for general corporate purposes, which included repayment of notes payable, the repayment of borrowings under our unsecured line of credit, and funding for development activities. During the year ended December 31, 2010, we issued approximately 4.9 million common shares at an average price of $48.37 per share for total net consideration of approximately $231.7 million. During the year ended December 31, 2011, we issued approximately 0.3 million common shares at an average price of $55.81 per share for total net consideration of approximately

16


$13.8 million. The 2010 ATM program was terminated in the second quarter of 2011, and no further common shares are available for sale under this program.
In May 2011, we created an ATM share offering program through which we could, but had no obligation to, sell common shares having an aggregate offering price of up to $300 million (the “2011 ATM program”), in amounts and at times as we determined, into the existing trading market at current market prices as well as through negotiated transactions. The net proceeds resulting from the 2011 ATM program were used to redeem all of our outstanding redeemable perpetual preferred units as further discussed in Note 5, "Operating Partnerships," and for other general corporate purposes, which included funding for development activities, financing of acquisitions, repayment of notes payable and borrowings under our $500 million unsecured line of credit. During the year ended December 31, 2011, we issued approximately 1.5 million common shares at an average price of $62.98 per share for total net consideration of approximately $92.8 million. During the year ended December 31, 2012, we issued approximately 2.0 million common shares at an average price of $66.01 per share for total net consideration of approximately $128.1 million. The 2011 ATM program was terminated in the second quarter of 2012, and no further common shares are available for sale under this program.
In May 2012, we created an ATM share offering program through which we can, but have no obligation to, sell common shares having an aggregate offering price of up to $300 million (the "2012 ATM program"), in amounts and at times as we determine, into the existing trading market at current market prices as well as through negotiated transactions. Actual sales from time to time may depend on a variety of factors including, among others, market conditions, the trading price of our common shares, and determinations by management of the appropriate sources of funding for us. We intend to use the net proceeds from the 2012 ATM program for general corporate purposes, which may include funding for development activities, financing for acquisitions, the redemption or other repurchase of outstanding debt or equity securities, reducing future borrowings under our $500 million unsecured line of credit, and the repayment of other indebtedness. During the year ended December 31, 2012, we issued approximately 2.6 million common shares at an average price of $67.63 per share for total net consideration of approximately $173.6 million. As of the date of this filing, we had common shares having an aggregate offering price of up to $123.6 million remaining available for sale under the 2012 ATM program.
We currently have an automatic shelf registration statement which allows us to offer, from time to time, an unlimited amount of common shares, preferred shares, debt securities, or warrants. In January 2012, we issued 6,612,500 common shares in a public equity offering and received approximately $391.6 million in net proceeds. We utilized a portion of these proceeds to fund the acquisition of the remaining 80% interest we did not own in twelve real estate joint ventures for approximately $99.5 million and the repayment of approximately $272.6 million in mortgage debt associated with these joint ventures.
See Part III, Item 12, for a description of securities authorized for issuance under equity compensation plans.
In January 2008, our Board of Trust Managers approved an increase of the April 2007 repurchase plan to allow for the repurchase of up to $500 million of our common equity securities through open market purchases, block purchases, and privately negotiated transactions. Under this program, we have repurchased 4.3 million shares for a total of approximately $230.2 million from April 2007 through December 31, 2012. The remaining dollar value of our common equity securities authorized to be repurchased under the program was approximately $269.8 million as of December 31, 2012. There were no repurchases of our equity securities during the years ended December 31, 2012, 2011 and 2010.

17


Item 6. Selected Financial Data
The following table provides selected financial data relating to our historical financial condition and results of operations as of and for each of the years ended December 31, 2008 through 2012. This data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes. Prior year amounts have been reclassified for discontinued operations.
COMPARATIVE SUMMARY OF SELECTED FINANCIAL AND PROPERTY DATA
 
 
Year Ended December 31,
(in thousands, except per share amounts and property data)
2012
 
2011
 
2010
 
2009
 
2008
Operating Data (a)
 
 
 
 
 
 
 
 
 
Total property revenues
$
727,908

 
$
621,074

 
$
568,072

 
$
567,957

 
$
567,335

Total property expenses
269,669

 
240,128

 
226,778

 
221,451

 
214,228

Total non-property income (loss)
16,407

 
21,395

 
28,337

 
25,443

 
(19,540
)
Total other expenses
381,694

 
358,268

 
358,921

 
361,974

 
316,945

Income (loss) from continuing operations attributable to common shareholders
161,665

 
13,172

 
(295
)
 
(84,925
)
 
(31,146
)
Net income (loss) attributable to common shareholders
283,390

 
49,379

 
23,216

 
(50,800
)
 
70,973

Income (loss) from continuing operations attributable to common shareholders per share:
 
 
 
 
 
 
 
 
 
Basic
$
1.90

 
$
0.17

 
$
(0.01
)
 
$
(1.35
)
 
$
(0.57
)
Diluted
1.88

 
0.17

 
(0.01
)
 
(1.35
)
 
(0.57
)
Net income (loss) attributable to common shareholders per share:
 
 
 
 
 
 
 
 
 
Basic
$
3.35

 
$
0.67

 
$
0.33

 
$
(0.80
)
 
$
1.28

Diluted
3.30

 
0.66

 
0.33

 
(0.80
)
 
1.28

Distributions declared per common share
$
2.24

 
$
1.96

 
$
1.80

 
$
2.05

 
$
2.80

Balance Sheet Data (at end of year)
 
 
 
 
 
 
 
 
 
Total real estate assets, at cost (b)
$
6,749,523

 
$
5,875,515

 
$
5,675,309

 
$
5,505,168

 
$
5,491,593

Total assets
5,385,172

 
4,622,075

 
4,699,737

 
4,607,999

 
4,730,342

Notes payable
2,510,468

 
2,432,112

 
2,563,754

 
2,625,199

 
2,832,396

Perpetual preferred units

 
97,925

 
97,925

 
97,925

 
97,925

Equity
2,626,708

 
1,827,768

 
1,757,373

 
1,609,013

 
1,501,356

Other Data
 
 
 
 
 
 
 
 
 
Cash flows provided by (used in):
 
 
 
 
 
 
 
 
 
Operating activities
$
324,267

 
$
244,834

 
$
224,036

 
$
217,688

 
$
216,958

Investing activities
(527,685
)
 
(187,364
)
 
35,150

 
(69,516
)
 
(37,374
)
Financing activities
174,928

 
(172,886
)
 
(152,767
)
 
(91,423
)
 
(173,074
)
Funds from operations – diluted (c)
313,337

 
207,535

 
194,309

 
109,947

 
169,585

Property Data
 
 
 
 
 
 
 
 
 
Number of operating properties (at the end of year) (d)
193

 
196

 
186

 
183

 
181

Number of operating apartment homes (at end of year) (d)
65,775

 
66,997

 
63,316

 
63,286

 
62,903

Number of operating apartment homes (weighted average) (d)(e)
54,194

 
50,905

 
50,794

 
50,608

 
51,277

Weighted average monthly total property revenue per apartment home
$
1,182

 
$
1,121

 
$
1,051

 
$
1,065

 
$
1,087

Properties under development (at end of period)
9

 
10

 
2

 
2

 
5

(a)
Excludes discontinued operations.
(b)
Includes properties held for sale at book value.
(c)
Management considers Funds from Operations (“FFO”) to be an appropriate measure of the financial performance of an equity REIT. The National Association of Real Estate Investment Trusts (“NAREIT”) currently defines FFO as net income (computed in accordance with accounting principles generally accepted in the United States of America

18


(“GAAP”)), excluding gains (or losses) associated with the sale of previously depreciated operating properties, real estate depreciation and amortization, impairments of depreciable assets, and adjustments for unconsolidated joint ventures. Our calculation of diluted FFO also assumes conversion of all potentially dilutive securities, including certain non-controlling interests, which are convertible into common shares. We consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions of operating properties and excluding depreciation, FFO can assist in the comparison of the operating performance of a company’s real estate between periods or as compared to different companies.
(d)
Includes discontinued operations.
(e)
Excludes apartment homes owned in joint ventures.


19


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and notes appearing elsewhere in this report. Historical results and trends which might appear in the consolidated financial statements should not be interpreted as being indicative of future operations.
We consider portions of this report to be “forward-looking” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to our expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions, or other items relating to the future; forward-looking statements are not guarantees of future performances, results, or events. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance our expectations will be achieved. Any statements contained herein which are not statements of historical fact should be deemed forward-looking statements. Reliance should not be placed on these forward-looking statements as they are subject to known and unknown risks, uncertainties, and other factors beyond our control and could differ materially from our actual results and performance.
Factors that may cause our actual results or performance to differ materially from those contemplated by forward-looking statements include, but are not limited to, the following:
 
volatility in capital and credit markets, or other unfavorable changes in economic conditions, 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;
difficulties of selling real estate could limit our flexibility;
we could be negatively impacted by the condition 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 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;
we rely on information technology in our operations, and any breach, interruption or security failure of that technology could have a negative impact to our business and/or financial condition;
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;
we may incur losses on interest rate hedging arrangements;
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;

20


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.
These forward-looking statements represent our estimates and assumptions as of the date of this report, and we assume no obligation to update or supplement forward-looking statements because of subsequent events.
Executive Summary
We are primarily engaged in the ownership, management, development, acquisition and construction of multifamily apartment communities. As of December 31, 2012, we owned interests in, operated, or were developing 202 multifamily properties comprising 68,620 apartment homes across the United States as detailed in the following Property Portfolio table. In addition, we own other land parcels we may develop into multifamily apartment communities.
Property Operations
Our results for the year ended December 31, 2012 reflect an increase in rental revenue as compared to 2011, which we believe was primarily due to a gradually improving economy, favorable demographics, a modest supply of new multifamily housing, and a decrease in home ownership rates which have resulted in increases in realized rental rates and average occupancy levels. Same store revenues increased 6.5% in 2012, following a 5.5% increase in 2011. We believe U.S. economic and employment growth will continue during 2013 and the supply of new multifamily homes, although increasing, will continue to be below historical levels. However, we believe significant risks to the economy remain prevalent, and while there have been increases in employment levels in the majority of our markets, the unemployment rate remains at higher than historical levels. If economic conditions in the United States were to worsen, our operating results could be adversely affected.
Development Activity
During the year ended December 31, 2012, we completed construction of seven development projects, including one community containing 244 units owned by one of our discretionary funds in which we have a 20% ownership interest. As of December 31, 2012, five of these projects reached stabilization. At December 31, 2012, we had a total of nine development projects under construction containing 2,845 units, including two development projects containing 576 units owned by one of our discretionary funds, with initial occupancy expected within the next 24 months. Excluding the development projects owned by one of our discretionary funds, we have remaining expected costs to complete of approximately $353.9 million on the seven consolidated projects under construction as of December 31, 2012.
Acquisitions
During the year ended December 31, 2012, we acquired twenty operating properties in nine transactions totaling approximately $770.2 million, including the assumption of approximately $298.8 million in secured debt. Thirteen of these operating properties were owned by former unconsolidated joint ventures in which we acquired the remaining ownership interests. We also acquired approximately 22.6 acres of land in four transactions for approximately $33.6 million and intend to utilize these land holdings for development of multifamily apartment communities. We funded these acquisitions through cash generated from operations, proceeds from our at-the-market share offering programs (“ATM programs”), proceeds from an equity offering completed in January 2012, proceeds from a debt offering completed in December 2012 and proceeds from property dispositions.
During the year ended December 31, 2012, one of our discretionary funds acquired one operating property and two land holdings totaling 18.7 acres, which it intends to utilize for development of multifamily apartment communities.
Dispositions
During the year ended December 31, 2012, we sold eleven operating properties consisting of 3,213 units for approximately $233.2 million and recognized a gain of approximately $115.1 million on these transactions. During January 2013, we sold one operating property consisting of 770 units.
During the year ended December 31, 2012, two of our unconsolidated joint ventures sold seven operating properties consisting of 2,406 units for approximately $232.8 million. Our proportionate share of the gains on these transactions was approximately $17.4 million.

21


Future Outlook
Subject to market conditions, we intend to continue to look for opportunities to expand our development pipeline and acquire existing communities. We continually evaluate our operating property and land development portfolio and plan to continue our practice of selective dispositions as market conditions warrant and opportunities develop. We also intend to continue to strengthen our capital and liquidity positions by continuing to focus on our core fundamentals which we believe are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We intend to meet our liquidity requirements through cash flows generated from operations, available cash balances, draws on our unsecured credit facility, proceeds from property dispositions, equity issued from our ATM program, the use of debt and equity offerings under our automatic shelf registration statement and secured mortgages.
As of December 31, 2012, we had approximately $26.7 million in cash and cash equivalents and no balances outstanding on our $500 million unsecured line of credit. As of the date of this filing, we had common shares having an aggregate offering price of up to $123.6 million remaining available for sale under our ATM program. We believe payments on debt maturing in 2013 are manageable at $229.2 million, which represents approximately 9% of our total outstanding debt and includes scheduled principal amortizations of approximately $3.4 million. In January 2013, we repaid a $26.1 million secured conventional mortgage note which was scheduled to mature in April 2013. We believe we are well-positioned with a strong balance sheet and sufficient liquidity to cover near-term debt maturities and new development funding requirements. We will, however, continue to assess and take further actions we believe are prudent to meet our objectives and capital requirements.
Property Portfolio
Our multifamily property portfolio is summarized as follows:
 
 
December 31, 2012
 
December 31, 2011
 
Apartment
Homes
 
Properties
 
Apartment
Homes
 
Properties
Operating Properties
 
 
 
 
 
 
 
Houston, Texas
8,440

 
24

 
9,354

 
26

Las Vegas, Nevada
8,016

 
29

 
8,016

 
29

Tampa, Florida (1)
6,493

 
15