8-K
Camden Property Trust (CPT)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 15, 2020
CAMDEN PROPERTY TRUST
(Exact name of Registrant as Specified in Charter)
| TX | 1-12110 | 76-6088377 |
|---|---|---|
| (State or Other Jurisdiction of<br><br>Incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification Number) |
11 Greenway Plaza, Suite 2400, Houston, TX
77046
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713)
354-2500
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Shares of Beneficial Interest, $.01 par value | CPT | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On April 15, 2020, the Company issued a press release announcing an update on April rent payments and the withdrawal of its fiscal 2020 guidance provided on January 30, 2020 due to increased uncertainty surrounding the impact of COVID-19. The Company is not providing updated guidance at this time. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 8.01 | Other Events. |
|---|
Camden Property Trust (the “Company”) is providing the disclosure below and supplementing the risk factors contained in Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2019 with the following risk factor. The information in this Current Report on Form 8-K should be read in conjunction with the other factors described in “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
The ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our business, results of operations, cash flows and financial condition.
In December 2019, COVID-19 was first reported in Wuhan, China, and in March 2020, the World Health Organization declared COVID-19 a pandemic. The outbreak has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders.
The impact of the COVID-19 pandemic and measures to prevent its spread could negatively impact our businesses in a number of ways, including our residents’ ability or willingness to pay rents and the demand for multifamily communities within the markets we operate. In some cases, we may restructure residents’ rent obligations, and may not do so on terms as favorable to us as those currently in place. In the event of resident nonpayment, default or bankruptcy, we may incur costs in protecting our investment and re-leasing our property. Additionally, local and national authorities may expand or extend certain measures imposing restrictions on our ability to enforce tenants’ contractual rental obligations. The restrictions inhibiting our employees’ ability to meet with existing and potential residents has disrupted and could in the future further disrupt our ability to lease apartments which could adversely impact our rental rate and occupancy levels.
The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide. We cannot assure you conditions will not continue to deteriorate as a result of the pandemic. In addition, the deterioration of global economic conditions as a result of the pandemic may ultimately decrease occupancy levels and pricing across our portfolio as residents reduce or defer their spending.
The extent of the COVID-19 pandemic’s effect on our operational and financial performance will depend on future developments including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict. Due to the speed with which the situation is developing, we are not able at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. Moreover, many of the risks described in the risk factors set forth in our 2019 Annual Report on Form 10-K may be more likely to impact us as a result of the COVID-19 pandemic and the responses to curb its spread.
1
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Title
| 99.1 | Press Release issued by Camden Property Trust dated April 15, 2020. |
|---|---|
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
| --- | --- |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 16, 2020
CAMDEN PROPERTY TRUST
By: /s/ Michael P. Gallagher
Michael P. Gallagher
Senior Vice President - Chief Accounting Officer
3
Exhibit
Exhibit 99.1
CAMDEN PROPERTY TRUST PROVIDES COVID-19 UPDATES
Houston, Texas (April 15, 2020) – Camden Property Trust (NYSE:CPT) (“the Company”) today provided a COVID-19 business update. “Despite the current challenging circumstances, Camden continues its mission of providing a great place to live for our residents and a great place to work for our team members.” said Richard J. Campo, Camden’s Chairman and Chief Executive Officer. “Camden entered this time of uncertainty with an experienced management team, a sound business plan, and a strong balance sheet with solid credit metrics.”
Resident Update
The Company continues to support residents who have been financially impacted by the COVID-19 pandemic by offering resources and flexibility, including offering zero rent increases on lease renewals, waiving late fees, and creating payment plans if needed for residents who have been financially impacted by the COVID-19 pandemic.
Additionally, Camden established its previously disclosed $5 million Resident Relief Fund for Camden residents experiencing financial losses caused by the COVID-19 pandemic. The Resident Relief Fund, which was awarded in the second quarter of 2020, helped residents by providing financial assistance for living expenses such as food, utilities, medical expenses, insurance, childcare, or transportation. Financial assistance was provided up to a maximum of $2,000 per apartment home.
Employee Update
Camden’s regional and corporate team members are generally working remotely and maintaining social distancing, and employees are receiving additional paid leave and/or emergency pay if impacted by the COVID-19 pandemic.
While Camden team members continue to be paid, some team members are incurring additional expenses, such as childcare, and other members of their households may be facing income losses as a result of COVID-19. In response, Camden made available up to $1 million to help employees dealing with financial difficulties. Camden executives are donating up to $250,000, with the remaining $750,000 coming from the Company. “The additional funds will help Camden team members meet today’s unprecedented challenges,” said D. Keith Oden, Camden’s Executive Vice Chairman. “We are proud Camden’s financial strength allows us to take care of our families.”
Operations and Business Update All aspects of the Company's operations remain functional. The Company’s leasing offices are temporarily closed to the public but are providing ongoing services to residents and prospective residents, limiting in-person contact by offering virtual tours, on-line and phone support, and continuing essential maintenance services and emergency repairs. In addition, Camden’s in-house Contact Center continues to provide round-the-clock 24/7 support for both resident and employee needs.
Camden entered the pandemic on strong operational footing, with first quarter 2020 average same-store occupancy of approximately 96.1%. As of April 14, 2020, same-store occupancy remains strong at approximately 95.6%. We estimate April cash collections are currently 94% of typical and we have also agreed with some of our residents to defer approximately 2% of April rents for future payment.
Financial Update
Camden remains well capitalized with a strong investment grade balance sheet, over $700 million available under its $900 million revolving credit facility after accounting for the previously announced dividend payment this week, strong retained cash flow profile, a geographically diversified portfolio, and no future debt maturities until January 2022.
Investment Activity Update
The Company has not started construction on any new development communities in 2020, and it will evaluate future starts on an individual basis, based on evolving economic and market conditions.
2020 Outlook Update
Given the uncertainty surrounding the social and economic impact from COVID-19, the Company is withdrawing its full-year 2020 outlook, which was included in its January 30, 2020 earnings release.
In addition to historical information, this document contains forward-looking statements under the federal securities law. These statements are based on current expectations, estimates, and projections about the industry and markets in which Camden operates, management's beliefs, and assumptions made by management. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties which are difficult to predict. Factors which may cause the Company’s actual results or performance to differ materially from those contemplated by forward-looking statements include those related to the COVID-19 pandemic, about which there are still many unknowns, including the duration of the pandemic and the extent of its impact, and those described under the heading “Risk Factors” in Camden’s Annual Report on Form 10-K and in other filings with the Securities and Exchange Commission (SEC). Forward-looking statements made in this document represent management’s opinions at the time of this publication, and the Company assumes no obligation to update or supplement these statements because of subsequent events.
Camden Property Trust, an S&P 400 Company, is a real estate company primarily engaged in the ownership, management, development, redevelopment, acquisition, and construction of multifamily apartment communities. Camden owns interests in and operates 164 properties containing 56,107 apartment homes across the United States. Upon completion of 8 properties currently under development, the Company’s portfolio will increase to 58,315 apartment homes in 172 properties. Camden has been recognized as one of the 100 Best Companies to Work For® by Fortune magazine for 13 consecutive years, most recently ranking #18. The Company also received a Glassdoor Employeesʼ Choice Award in 2020, ranking #25 for large U.S. companies.
For additional information, please contact Camden’s Investor Relations Department at (713) 354-2787 or access our website at camdenliving.com.