Camden(CPT) - 2021 Q1 - Quarterly Report

PART I FINANCIAL INFORMATION Item 1 Financial Statements Presents Camden Property Trust's unaudited condensed consolidated financial statements and comprehensive notes Condensed Consolidated Balance Sheets (Unaudited) | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | Change (in thousands) | | :--------------------------- | :---------------------------- | :------------------------------- | :-------------------- | | Total Assets | $7,104,033 | $7,198,952 | $(94,919) | | Total Liabilities | $3,629,957 | $3,682,365 | $(52,408) | | Total Equity | $3,474,076 | $3,516,587 | $(42,511) | | Net Operating Real Estate Assets | $5,973,140 | $5,954,776 | $18,364 | | Properties Under Development | $541,958 | $564,215 | $(22,257) | | Cash and Cash Equivalents | $333,402 | $420,441 | $(87,039) | Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | YoY Change (in thousands) | YoY Change (%) | | :-------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :------------------------ | :------------- | | Property Revenues | $267,568 | $265,879 | $1,689 | 0.6% | | Total Property Expenses | $100,932 | $94,136 | $6,796 | 7.2% | | Net Income Attributable to Common Shareholders | $31,347 | $43,284 | $(11,937) | (27.6)% | | Earnings Per Share – Basic | $0.31 | $0.43 | $(0.12) | (27.9)% | | Earnings Per Share – Diluted | $0.31 | $0.43 | $(0.12) | (27.9)% | - The decrease in net income was attributed to a $5.1 million decrease in property operations, $3.9 million higher interest expense, $1.3 million higher depreciation, $1.0 million higher general and administrative expenses, and a $0.6 million decrease in net fee and asset management income[92] Condensed Consolidated Statements of Equity (Unaudited) | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | Change (in thousands) | | :-------------------------------------- | :---------------------------- | :------------------------------- | :-------------------- | | Total Equity | $3,474,076 | $3,516,587 | $(42,511) | | Net Income (attributable to common shareholders) | $31,347 | N/A | N/A | | Cash Distributions Declared | $(82,896) | N/A | N/A | | Net Share Awards | $8,866 | N/A | N/A | Condensed Consolidated Statements of Cash Flows (Unaudited) | Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | YoY Change (in thousands) | | :-------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :------------------------ | | Net Cash from Operating Activities | $88,456 | $110,584 | $(22,128) | | Net Cash from Investing Activities | $(92,066) | $(113,676) | $21,610 | | Net Cash from Financing Activities | $(83,416) | $2,237 | $(85,653) | | Net Decrease in Cash, Cash Equivalents, and Restricted Cash | $(87,026) | $(855) | $(86,171) | | Cash, Cash Equivalents, and Restricted Cash, End of Period | $337,507 | $26,644 | $310,863 | - The decrease in operating cash flow was mainly due to higher real estate tax payments and pandemic-related impacts on property revenues and expenses[128] - The shift in financing cash flow was driven by no borrowings on the unsecured credit facility in 2021 compared to $253 million in borrowings in 2020, and increased distributions to shareholders[24][129] Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1. Description of Business - Camden Property Trust operates 175 multifamily properties with 59,459 apartment homes across the U.S[27] - Eight properties, comprising 2,608 apartment homes, were under construction as of March 31, 2021[27] Note 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements - The company consolidates Variable Interest Entities (VIEs) where it is the primary beneficiary and uses a voting interest model otherwise; as of March 31, 2021, two consolidated operating partnerships were VIEs[28] - Real estate assets are carried at cost plus capitalized carrying charges, including approximately $4.8 million in interest and $1.4 million in real estate taxes for properties under development for the three months ended March 31, 2021[32] - Property revenues are primarily derived from real estate lease contracts, recognized on a straight-line basis over the lease term; pandemic-related rent concessions were accounted for as deferred payments[38] | Remaining Property Revenue from Existing Leases (in millions) | Amount | | :---------------------------------------------------------- | :----- | | Remainder of 2021 | $497.2 | | 2022 | $89.3 | | 2023 | $4.2 | | 2024 | $3.4 | | 2025 | $2.7 | | Thereafter | $6.9 | | Total | $603.7 | Note 3. Per Share Data | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | | Net Income Attributable to Common Shareholders – Basic (in thousands) | $31,304 | $43,185 | | Total Earnings Per Common Share – Basic | $0.31 | $0.43 | | Weighted Average Common Shares Outstanding – Basic (in thousands) | 99,547 | 99,298 | | Total Earnings Per Common Share – Diluted | $0.31 | $0.43 | | Weighted Average Common Shares Outstanding – Diluted (in thousands) | 99,621 | 99,380 | - Approximately 1.9 million common share equivalent securities were excluded from diluted EPS calculations for being anti-dilutive in both periods[43] Note 4. Common Shares - The 2020 ATM share offering program has up to $362.7 million remaining available for sale; no shares were sold under this program in Q1 2021[47] - The company has a repurchase plan with approximately $269.5 million remaining authorized; no repurchases occurred in Q1 2021[48] Note 5. Acquisitions and Dispositions - No land acquisitions or dispositions were made in the three months ended March 31, 2021[50][51] - In Q1 2020, the company acquired 4.9 acres for $18.2 million and sold 4.7 acres for $0.8 million, realizing a $0.4 million gain[50][51] Note 6. Investments in Joint Ventures - The company has equity investments in three unconsolidated joint ventures, with ownership interests of 31.3% in two funds and 40% in a third fund[52] | Metric (in millions) | March 31, 2021 | December 31, 2020 | | :------------------- | :------------- | :---------------- | | Total Assets | $682.4 | $691.5 | | Total Third-Party Debt | $512.5 | $509.1 | | Total Equity | $148.4 | $149.1 | | Metric (in millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------- | :-------------------------------- | :-------------------------------- | | Total Revenues | $33.0 | $32.3 | | Net Income | $3.8 | $4.5 | | Equity in Income | $1.9 | $2.1 | - Fees earned from services to the Funds, net of eliminations, decreased from $1.8 million in Q1 2020 to $1.5 million in Q1 2021[55] Note 7. Notes Payable | Indebtedness (in millions) | March 31, 2021 | December 31, 2020 | | :------------------------- | :------------- | :---------------- | | Total Unsecured Notes Payable | $3,167.6 | $3,166.6 | - The company has a $900 million unsecured credit facility, with $887.8 million available and no outstanding borrowings as of March 31, 2021[57] - Weighted average maturity of debt was approximately 8.2 years at March 31, 2021[60] | Maturity Year | Amount (in millions) | Weighted Average Interest Rate (%) | | :------------ | :------------------- | :--------------------------------- | | Remainder of 2021 | $(2.8) | — | | 2022 | $386.3 | 3.0 | | 2023 | $247.3 | 5.1 | | 2024 | $497.9 | 4.0 | | 2025 | $(1.7) | — | | Thereafter | $2,040.6 | 3.4 | | Total | $3,167.6 | 3.6 | Note 8. Derivative Financial Instruments and Hedging Activities - The company uses interest rate swaps to manage interest rate risk but had no designated hedges outstanding in Q1 2021 or Q1 2020[61] | Metric (in millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------- | :-------------------------------- | :-------------------------------- | | Interest Rate Swaps (Reclassified from Accumulated OCI into Income) | $(0.3) | $(0.3) | Note 9. Share-Based Compensation and Non-Qualified Deferred Compensation Plan | Metric (in millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------- | :-------------------------------- | :-------------------------------- | | Total Compensation Cost for Share Awards (charged against income) | $4.0 | $3.7 | | Total Capitalized Compensation Costs for Share Awards | $0.9 | $0.7 | - The unamortized value of previously issued unvested share awards was approximately $20.9 million at March 31, 2021, expected to be amortized over the next three years[65] Note 10. Net Change in Operating Accounts | Metric (in thousands) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Change in Operating Accounts and Other | $(40,802) | $(28,681) | Note 11. Commitments and Contingencies - Estimated additional cost to complete eight properties under construction is approximately $357.9 million[68] - The company had $1.3 million in earnest money deposits for potential land acquisitions, of which $0.8 million was non-refundable[68] | Lease Liabilities (in millions) | Amount | | :------------------------------ | :----- | | Remainder of 2021 | $2.6 | | 2022 | $3.1 | | 2023 | $3.0 | | 2024 | $2.8 | | 2025 | $2.0 | | Thereafter | $0.1 | | Less: discount for time value | $(1.4) | | Lease liability as of March 31, 2021 | $12.2 | Note 12. Income Taxes - The company maintains its REIT election, requiring distribution of at least 90% of annual taxable income to avoid corporate-level federal income tax[75] - Income tax expense for Q1 2021 primarily related to state income tax and federal taxes on taxable REIT subsidiaries[75] Note 13. Fair Value Measurements | Financial Instrument (in millions) | March 31, 2021 Carrying Value | March 31, 2021 Estimated Fair Value | December 31, 2020 Carrying Value | December 31, 2020 Estimated Fair Value | | :--------------------------------- | :------------------------------ | :---------------------------------- | :------------------------------- | :------------------------------------- | | Fixed rate notes payable | $3,127.8 | $3,346.7 | $3,126.9 | $3,519.9 | | Floating rate notes payable | $39.8 | $40.1 | $39.7 | $40.0 | - Deferred compensation plan investments are measured at fair value using Level 1 inputs (quoted market prices)[35] Note 14. Related Party Transaction - An amended agreement was entered into with certain common unit holders of Camden Summit Partnership, L.P., including a Trust Manager, concerning tax liabilities[81] - A $40 million unsecured debt term loan supports these related party obligations[81] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, operations, business environment, property portfolio, FFO, AFFO, liquidity, and capital resources Forward-Looking Statements and Risk Factors - Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors beyond the company's control[84] - Key risk factors include volatility in capital markets, short-term leases, competition, development/redevelopment risks, the ongoing pandemic's adverse effects, and significant debt[85] Executive Summary - The company focuses on high-growth economic markets with strong employment and attractive quality of life for its multifamily apartment communities[88] - As of March 31, 2021, the company owned interests in, operated, or was developing 175 multifamily properties comprising 59,459 apartment homes[88] Business Environment and Current Outlook - The pandemic continues to pose challenges to the multifamily industry, impacting revenues and expenses[89] | Metric | Q1 2021 Collections | April 2021 Collections (as of April 25) | | :----------------- | :------------------ | :-------------------------------------- | | Scheduled Rents Collected | 98.4% | 98.0% | | Delinquent Rents | 1.6% | 2.0% | - Factors like weak consumer confidence, high unemployment, and government-imposed moratoriums on rent collection or evictions continue to adversely affect demand and rents[90] Consolidated Results - Net income attributable to common shareholders decreased by approximately $11.9 million year-over-year[91] - The decrease was driven by a $5.1 million decline in property operations, $3.9 million higher interest expense, $1.3 million higher depreciation, $1.0 million higher general and administrative expenses, and a $0.6 million decrease in net fee and asset management income[92] Property Operations - Same store revenues decreased by 0.4% year-over-year in Q1 2021[93] - The decrease was primarily due to lower average rental rates and higher uncollectible revenue, partially offset by increased income from bulk internet/utility rebilling programs, fee income, and slightly higher occupancy[93] Construction Activity - Eight properties, comprising 2,608 apartment homes, were under construction as of March 31, 2021[94] - The estimated additional cost to complete these properties is approximately $357.9 million[94] - The pandemic may adversely affect timely completion and final project costs due to potential construction halts, permit delays, or disruptions in material/labor supply[94] Future Outlook - The company intends to continue developing new communities and redeveloping, repositioning, and acquiring existing communities, alongside selective dispositions[95] - Liquidity will be maintained through cash, operating cash flows, draws on the unsecured credit facility, debt and equity offerings, property dispositions, and other unsecured borrowings or secured mortgages[96] | Metric (as of March 31, 2021) | Amount (in millions) | | :---------------------------- | :------------------- | | Cash and Cash Equivalents | $333.4 | | Available under Unsecured Credit Facilities | $887.8 | | Available under 2020 ATM Program | $362.7 | - 100% of consolidated properties were unencumbered as of March 31, 2021, and there is no debt maturing until September 2022[96] Property Portfolio | Property Type | Apartment Homes (March 31, 2021) | Properties (March 31, 2021) | Apartment Homes (December 31, 2020) | Properties (December 31, 2020) | | :------------------------ | :------------------------------- | :-------------------------- | :---------------------------------- | :----------------------------- | | Operating Properties | 56,851 | 167 | 56,850 | 167 | | Properties Under Construction | 2,608 | 8 | 2,254 | 7 | | Total Properties | 59,459 | 175 | 59,104 | 174 | - Top operating markets by apartment homes include Houston, TX (9,806 homes), Washington, D.C. Metro (6,863 homes), and Dallas, TX (5,666 homes)[96] | Unconsolidated Joint Venture Properties (March 31, 2021) | Apartment Homes | Properties | | :------------------------------------------------------- | :-------------- | :--------- | | Total | 7,247 | 22 | - As of March 31, 2021, there were two consolidated operating properties and one unconsolidated joint venture property in lease-up[99] - The condensed consolidated balance sheet included $542.0 million related to properties under development and land, with $448.0 million for properties under construction and $94.0 million for land held for future development[100] | Properties Under Construction (March 31, 2021) | Number of Apartment Homes | Estimated Cost (in millions) | Cost Incurred (in millions) | Estimated Date of Construction Completion | | :--------------------------------------------- | :------------------------ | :--------------------------- | :-------------------------- | :---------------------------------------- | | Camden North End II, Phoenix, AZ | 343 | $90.0 | $75.8 | 1Q22 | | Camden Lake Eola, Orlando, FL | 360 | $125.0 | $122.2 | 2Q21 | | Camden Buckhead, Atlanta, GA | 366 | $160.0 | $130.9 | 1Q22 | | Camden Hillcrest, San Diego, CA | 132 | $95.0 | $73.6 | 4Q21 | | Camden Atlantic, Plantation, FL | 269 | $100.0 | $50.4 | 4Q22 | | Camden Tempe II, Tempe, AZ | 397 | $115.0 | $36.2 | 3Q23 | | Camden NoDa, Charlotte, NC | 387 | $105.0 | $32.5 | 3Q23 | | Camden Durham, Durham, NC | 354 | $120.0 | $30.5 | 4Q23 | | Total | 2,608 | $910.0 | $552.1 | | | Development Pipeline Communities (March 31, 2021) | Projected Homes | Total Estimated Cost (in millions) | Cost to Date (in millions) | | :------------------------------------------------ | :-------------- | :--------------------------------- | :------------------------- | | Camden Arts District, Los Angeles, CA | 354 | $150.0 | $34.4 | | Camden Village District, Raleigh, NC | 355 | $115.0 | $21.6 | | Camden Paces III, Atlanta, GA | 350 | $100.0 | $17.1 | | Camden Downtown II, Houston, TX | 271 | $145.0 | $12.2 | | Camden Highland II Village, Houston, TX | 300 | $100.0 | $8.7 | | Total | 1,630 | $610.0 | $94.0 | Results of Operations | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | YoY Change (in thousands) | YoY Change (%) | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | :------------------------ | :------------- | | Average monthly property revenue per apartment home | $1,804 | $1,808 | $(4) | (0.2)% | | Annualized total property expenses per apartment home | $8,166 | $7,682 | $484 | 6.3% | | Weighted average occupancy of operating apartment homes owned 100% | 95.9% | 95.9% | 0.0% | 0.0% | | Metric (in thousands) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | YoY Change (in thousands) | YoY Change (%) | | :-------------------- | :-------------------------------- | :-------------------------------- | :------------------------ | :------------- | | Net Operating Income | $166,636 | $171,743 | $(5,107) | (3.0)% | Property-Level NOI | Property NOI Category (in thousands) | March 31, 2021 | March 31, 2020 | Change ($) | Change (%) | | :----------------------------------- | :------------- | :------------- | :--------- | :--------- | | Same store communities | $150,483 | $155,954 | $(5,471) | (3.5)% | | Non-same store communities | $14,155 | $14,427 | $(272) | (1.9)% | | Development and lease-up communities | $1,440 | $(75) | $1,515 | * | | Dispositions/other | $558 | $1,437 | $(879) | (61.2)% | | Total property NOI | $166,636 | $171,743 | $(5,107) | (3.0)% | Same Store Analysis - Same store property NOI decreased by $5.5 million (3.5%) year-over-year[109] - Property expenses increased by $4.6 million, primarily due to higher real estate taxes ($2.6M), utility expenses ($0.8M), and property insurance/repairs ($0.8M)[109] - Property revenues decreased by $0.9 million, mainly due to $2.0 million higher uncollectible revenue and a 0.8% decrease in average rental rates, partially offset by a $1.1 million increase from bulk internet/utility rebilling programs[109] Non-same Store and Development and Lease-up Analysis - Property NOI from non-same store and development/lease-up communities increased by approximately $1.2 million year-over-year[110] - Development and lease-up communities contributed a $1.5 million increase in NOI due to the timing of completion and partial lease-up of two development properties[110] - Non-same store communities experienced a $0.3 million decrease in NOI due to higher repairs and maintenance, utilities, and property insurance expenses[110] Dispositions/Other Property Analysis - Dispositions/other property NOI decreased by approximately $0.9 million year-over-year[111] - The decrease was attributed to lower NOI from retail communities due to higher uncollectible revenue and lower occupancy resulting from the pandemic[111] Non-Property Income | Metric (in thousands) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | YoY Change ($) | YoY Change (%) | | :-------------------- | :-------------------------------- | :-------------------------------- | :------------- | :------------- | | Fee and asset management | $2,206 | $2,527 | $(321) | (12.7)% | | Income/(loss) on deferred compensation plans | $3,626 | $(14,860) | $18,486 | * | | Total non-property income | $6,164 | $(12,004) | $18,168 | (151.3)% | - The significant increase in non-property income was primarily driven by a positive swing of $18.5 million in income from deferred compensation plans, which directly offset related expenses[113] Other Expenses | Metric (in thousands) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | YoY Change ($) | YoY Change (%) | | :-------------------- | :-------------------------------- | :-------------------------------- | :------------- | :------------- | | Property management | $6,124 | $6,527 | $(403) | (6.2)% | | General and administrative | $14,222 | $13,233 | $989 | 7.5% | | Interest | $23,644 | $19,707 | $3,937 | 20.0% | | Depreciation and amortization | $93,141 | $91,859 | $1,282 | 1.4% | | Expense/(benefit) on deferred compensation plans | $3,626 | $(14,860) | $18,486 | * | | Total other expenses | $141,889 | $117,309 | $24,580 | 21.0% | - Interest expense increased by $3.9 million due to the issuance of $750 million senior unsecured notes in April 2020 and a $40 million term loan in October 2020, partially offset by lower credit facility balances and higher capitalized interest[118] - General and administrative expense increased by $1.0 million, primarily due to higher salaries, benefits, and incentive compensation costs[118] Other | Metric (in thousands) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | YoY Change ($) | YoY Change (%) | | :-------------------- | :-------------------------------- | :-------------------------------- | :------------- | :------------- | | Gain on sale of land | $0 | $382 | $(382) | (100.0)% | | Equity in income of joint ventures | $1,914 | $2,122 | $(208) | (9.8)% | | Income tax expense | $(352) | $(467) | $115 | (24.6)% | - The decrease in equity in income of joint ventures was primarily due to a property completing construction in December 2020 and being in the lease-up phase, resulting in a proportionate share of loss[119] Funds from Operations ("FFO") and Adjusted FFO ("AFFO") | Metric (in thousands) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | YoY Change ($) | YoY Change (%) | | :-------------------- | :-------------------------------- | :-------------------------------- | :------------- | :------------- | | Funds from Operations (FFO) | $125,779 | $136,319 | $(10,540) | (7.7)% | | Adjusted Funds from Operations (AFFO) | $113,099 | $121,494 | $(8,395) | (6.9)% | - FFO and AFFO are supplementary non-GAAP measures used to compare operating performance of real estate investments and evaluate a REIT's operating performance[120][123] Liquidity and Capital Resources - The company's strategy includes extending debt maturities, managing interest rate exposure, maintaining conservative coverage ratios, and using a prudent mix of debt and equity[124] - Interest expense coverage ratio, net of capitalized interest, was approximately 6.2 for Q1 2021, down from 7.8 in Q1 2020[125] - All consolidated properties were unencumbered at March 31, 2021[125] Financial Condition and Sources of Liquidity - Primary liquidity sources are cash and cash equivalents, cash flows from operations, and availability under the unsecured credit facility[125] - Future liquidity could be impacted by capital market volatility, changes in rent control laws, financing sources, REIT dividend requirements, and the pandemic[127] Cash Flows - Net cash from operating activities decreased by $22.1 million, primarily due to higher real estate tax payments and pandemic-related impacts[128] - Net cash used in investing activities decreased by $21.6 million, mainly due to lower property development and capital improvements[129] | Investing Activities Expenditures (in millions) | 2021 | 2020 | | :---------------------------------------------- | :--- | :--- | | Expenditures for new development, including land | $55.4 | $64.8 | | Capital expenditures | $17.8 | $17.2 | | Reposition expenditures | $8.7 | $13.3 | | Capitalized interest, real estate taxes, and other capitalized indirect costs | $8.4 | $8.2 | | Redevelopment expenditures | $0 | $6.1 | | Total | $90.3 | $109.6 | - Net cash from financing activities shifted to an $83.4 million outflow from a $2.2 million inflow, primarily due to no borrowings on the unsecured credit facility in 2021 and higher distributions[129] Financial Flexibility - The company has a $900 million unsecured credit facility with $887.8 million available and no outstanding borrowings as of March 31, 2021[132] - The 2020 ATM share offering program has up to $362.7 million remaining available for sale, with no shares sold in Q1 2021[133] - Senior unsecured debt ratings are A3 (Moody's), A- (Fitch), and A- (Standard and Poor's), all with stable outlooks[134] Future Cash Requirements and Contractual Obligations - No debt maturities are scheduled until September 2022[135] - Estimated additional cost to complete eight properties under construction is $357.9 million, with $185-$200 million expected in the remainder of 2021[136] - Planned expenditures for the remainder of 2021 include $60-$64 million for repositions, $22-$28 million for new development activities, and $57-$60 million for recurring capital expenditures[136] - The company's policy is to distribute at least 100% of taxable income to maintain REIT qualification and minimize income taxes[139] - A quarterly dividend of $0.83 per common share was declared in February 2021, implying an annualized rate of $3.32 per share/unit[139] Off-Balance Sheet Arrangements - Unconsolidated joint ventures had approximately $512.5 million in outstanding secured third-party debt as of March 31, 2021[140] - The company had no outstanding guarantees related to the debt of its unconsolidated joint ventures[140] Inflation - The short-term nature of apartment leases (average 14 months) helps mitigate inflation risk by allowing for rent increases upon renewal or new leases[141] Critical Accounting Policies - Critical accounting policies have not changed from the 2020 Annual Report on Form 10-K[142] Item 3 Quantitative and Qualitative Disclosures About Market Risk No material changes to market risk exposures have occurred since the 2020 Annual Report on Form 10-K - No material changes to market risk exposures since the 2020 Annual Report on Form 10-K[143] Item 4 Controls and Procedures Disclosure controls and procedures were effective, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were evaluated and deemed effective as of March 31, 2021[144] - No material changes in internal control over financial reporting occurred during the quarter[144] PART II OTHER INFORMATION Item 1 Legal Proceedings No legal proceedings were reported for the period - No legal proceedings were reported[145] Item 1A Risk Factors No material changes to risk factors were reported since the 2020 Annual Report on Form 10-K - No material changes to the risk factors previously disclosed in the 2020 Annual Report on Form 10-K[145] Item 2 Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities occurred in the first quarter of 2021 - No unregistered sales of equity securities occurred in Q1 2021[145] Item 3 Defaults Upon Senior Securities No defaults upon senior securities were reported for the period - No defaults upon senior securities were reported[146] Item 4 Mine Safety Disclosures No mine safety disclosures were reported for the period - No mine safety disclosures were reported[147] Item 5 Other Information No other information was reported for the period - No other information was reported[147] Item 6 Exhibits Lists exhibits filed with Form 10-Q, including CEO/CFO certifications, XBRL data, and a deferred compensation plan agreement - Exhibits include certifications (CEO, CFO), XBRL interactive data files, and an amended agreement related to the William Camden 2021 deferred compensation plan[148] SIGNATURES - The report was signed by Michael P. Gallagher, Senior Vice President – Chief Accounting Officer, on April 30, 2021[151]