What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-26 compared with 2020-02-28 · 21 added, 88 removed, 40 unchanged (73% of the section changed)

23 unchanged sentences

and such other factors as the Company’s board of trustees deems relevant.

To maintain our qualification as a REIT, AH4R must make annual distributions to our shareholders of at least 90% of our REIT taxable income for the current taxable year, determined without regard to deductions for dividends paid and excluding any net capital gains.

To maintain our qualification as a REIT, AH4R must generally make annual distributions to our shareholders of at least 90% of our REIT taxable income for the current taxable year, determined without regard to deductions for dividends paid and any net capital gains.

AH4R intends to use its NOL to reduce AH4R’s REIT taxable income and to pay quarterly distributions to our shareholders, and the Operating Partnership intends to pay quarterly distributions to the Operating Partnership’s unitholders, including AH4R, which distributions, in the aggregate, approximately equal or exceed AH4R’s net taxable income in the relevant year.

2 unchanged sentences

The distribution preference of our Series D, Series E, Series F, Series G and Series H perpetual preferred shares could limit our ability to make distributions to the holders of our Class A and Class B common shares.

The following table displays the income tax treatment of distributions on our Class A and Class B common shares, Series C participating preferred shares, and Series D, Series E, Series F, Series G and Series H perpetual preferred shares for the years ended December 31, 2019 and 2018 (unaudited):

Ordinary income (1)

Return of capital

Capital gains (2)

Ordinary income (1)

Return of capital

The following table displays the estimated income tax treatment of distributions on our Class A and Class B common shares and Series D, Series E, Series F, Series G and Series H perpetual preferred shares for the years ended December 31, 2020 and 2019:

Ordinary dividend income (1)

Qualified dividend income Capital gains (2)(3)

Total Ordinary dividend income (1)

Capital gains (2)

Common Shares 54.9 % 1.1 % 44.0 % 100.0 % 59.4 % 40.6 % 100.0 %

Participating Preferred Shares:

Perpetual Preferred Shares:

100.0% of the ordinary income dividends for the year are treated as IRS Code Section 199A qualified REIT dividend income.

Represents our designation to shareholders of the capital gain dividend amounts for the year pursuant to IRS Section 857(b)(3)(B).

Series D 54.9 % 1.1 % 44.0 % 100.0 % 59.4 % 40.6 % 100.0 %

Series E 54.9 % 1.1 % 44.0 % 100.0 % 59.4 % 40.6 % 100.0 %

Series F 54.9 % 1.1 % 44.0 % 100.0 % 59.4 % 40.6 % 100.0 %

Series G 54.9 % 1.1 % 44.0 % 100.0 % 59.4 % 40.6 % 100.0 %

Series H 54.9 % 1.1 % 44.0 % 100.0 % 59.4 % 40.6 % 100.0 %

(1) 100.0% of the ordinary dividend income is treated as Internal Revenue Code (“IRC”) Section 199A qualified REIT dividend income.

Treasury Regulation §1.199A-3(c)(2)(ii) requires that shareholders hold their REIT shares for at least 45 days in order for the dividends to be treated as Section 199A dividends.

(2) Represents our designation to shareholders of the capital gain dividend amounts for the year pursuant to IRC Section 857(b)(3)(B).

(3) Pursuant to Treasury Regulation §1.1061-6(c), the Company is disclosing additional information related to the capital gain dividends reported on Form 1099-DIV, Box 2a, Total Capital Gain Distributions for purposes of IRC Section 1061.

IRC Section 1061 is generally applicable to direct and indirect holders of “applicable partnership interests.” The “One Year Amounts” and “Three Year Amounts” required to be disclosed are both zero with respect to the 2020 distributions, since all capital gain dividends relate to IRC Section 1231 gains.

Shareholders should consult with their tax advisors to determine whether IRC Section 1061 applies to their capital gain dividends.

Stock Performance Graph

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section, and shall not be incorporated by reference into any filing by us under the Securities Act except as expressly set forth in such filing.

The following graph compares the cumulative total return on our Class A common shares from December 31, 2014 to the NYSE closing price per share on December 31, 2019 , with the cumulative total returns on the Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500 Index”) and the MSCI U.S.

The following graph compares the cumulative total return on our Class A common shares from December 31, 2015 to the NYSE closing price per share on December 31, 2020, with the cumulative total returns on the Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500”) and the MSCI U.S.

The graph assumes the investment of $100 in our Class A common shares and each of the indices on December 31, 2015, and the reinvestment of all dividends.

3 unchanged sentences

The following table provides the same information in tabular form:

Index 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020

American Homes 4 Rent $ 100.00 $ 127.29 $ 132.34 $ 124.11 $ 157.23 $ 172.51

S&P 500 $ 100.00 $ 109.54 $ 128.95 $ 122.72 $ 151.60 $ 167.85

REIT $ 100.00 $ 104.22 $ 105.08 $ 96.44 $ 117.38 $ 106.27

SELECTED FINANCIAL DATA

American Homes 4 Rent

The following table presents selected historical consolidated financial information as of and for the years ended December 31, 2019 , 2018 , 2017 , 2016 and 2015 .

The selected financial data below has been derived from the Company’s consolidated financial statements, as adjusted for the impact of subsequent accounting changes requiring retrospective application, if any, and should be read in conjunction with Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in Part IV, “Item 15.

Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K.

The Company’s selected financial data may not be indicative of future results.

For the Years Ended December 31,

(Amounts in thousands, except share and per share data)

Operating Data

Rents and other single-family property revenues

Property operating expenses

Property management expenses

General and administrative expense

Interest expense

Net income (loss)

Net income (loss) attributable to common shareholders

Weighted-average common shares outstanding:

Net income (loss) attributable to common shareholders per share:

Distributions declared per common share

As of December 31,

(Amounts in thousands)

Balance Sheet Data

Single-family properties in operation, net

Revolving credit facilities and term loan facility, net

Asset-backed securitizations, net

Unsecured senior notes, net

Exchangeable senior notes, net

Secured note payable

Total liabilities

Total shareholders' equity

Noncontrolling interest

For the Years Ended December 31,

(Amounts in thousands, except property data)

Cash flows provided by (used for):

Operating activities

Investing activities

Financing activities

Total single-family properties at end of period

American Homes 4 Rent, L.P.

The following table presents selected historical consolidated financial information as of and for the years ended December 31, 2019 , 2018 , 2017 , 2016 and 2015 .

The selected financial data below has been derived from the Operating Partnership’s consolidated financial statements, as adjusted for the impact of subsequent accounting changes requiring retrospective application, if any, and should be read in conjunction with Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in Part IV, “Item 15.

Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K.

The Operating Partnership’s selected financial data may not be indicative of future results.

For the Years Ended December 31,

(Amounts in thousands, except unit and per unit data)

Operating Data

Rents and other single-family property revenues

Property operating expenses

Property management expenses

General and administrative expense

Interest expense

Net income (loss)

Net income (loss) attributable to common unitholders

Weighted-average common units outstanding:

Net income (loss) attributable to common unitholders per unit:

Distributions declared per common unit

As of December 31,

(Amounts in thousands)

Balance Sheet Data

Single-family properties in operation, net

Revolving credit facilities and term loan facility, net

Asset-backed securitizations, net

Unsecured senior notes, net

Exchangeable senior notes, net

Secured note payable

Total liabilities

Total partners' capital

Noncontrolling interest

Total capital

For the Years Ended December 31,

(Amounts in thousands, except property data)

Cash flows provided by (used for):

Operating activities

Investing activities

Financing activities

Total single-family properties at end of period

Intentionally omitted.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity