Item 1. Financial Statements
Item 1. Financial Statements
American Homes 4 Rent
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share data)
September 30, 2022 December 31, 2021
(Unaudited)
Assets
Single-family properties:
Land $ 2,190,724 $ 2,062,039
Buildings and improvements 10,024,700 9,258,387
Single-family properties in operation 12,215,424 11,320,426
Less: accumulated depreciation ( 2,310,014 ) ( 2,072,933 )
Single-family properties in operation, net 9,905,410 9,247,493
Single-family properties under development and development land 1,123,183 882,159
Single-family properties held for sale, net 189,991 114,907
Total real estate assets, net 11,218,584 10,244,559
Cash and cash equivalents 97,244 48,198
Restricted cash 160,476 143,569
Rent and other receivables 50,395 41,587
Escrow deposits, prepaid expenses and other assets 315,789 216,625
Investments in unconsolidated joint ventures 110,409 121,950
Asset-backed securitization certificates 25,666 25,666
Goodwill 120,279 120,279
Total assets $ 12,098,842 $ 10,962,433
Liabilities
Revolving credit facility $ — $ 350,000
Asset-backed securitizations, net 1,895,269 1,908,346
Unsecured senior notes, net 2,493,898 1,622,132
Accounts payable and accrued expenses 567,240 343,526
Total liabilities 4,956,407 4,224,004
Commitments and contingencies (see Note 15)
Equity
Shareholders’ equity:
Class A common shares ($ 0.01 par value per share, 450,000,000 shares authorized, 352,809,460 and 337,362,716 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively)
3,528 3,374
Class B common shares ($ 0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at September 30, 2022 and December 31, 2021)
6 6
Preferred shares ($ 0.01 par value per share, 100,000,000 shares authorized, 9,200,000 and 15,400,000 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively)
92 154
Additional paid-in capital 6,926,629 6,492,933
Accumulated deficit ( 464,444 ) ( 438,710 )
Accumulated other comprehensive income 1,455 1,814
Total shareholders’ equity 6,467,266 6,059,571
Noncontrolling interest 675,169 678,858
Total equity 7,142,435 6,738,429
Total liabilities and equity $ 12,098,842 $ 10,962,433
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
American Homes 4 Rent
Condensed Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
(Unaudited)
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2022 2021 2022 2021
Rents and other single-family property revenues $ 391,627 $ 339,563 $ 1,109,608 $ 965,790
Expenses:
Property operating expenses 152,065 134,694 414,978 369,966
Property management expenses 29,739 24,562 84,541 70,677
General and administrative expense 16,986 12,647 53,115 40,645
Interest expense 36,254 31,097 98,622 86,630
Acquisition and other transaction costs 4,482 3,279 18,114 11,093
Depreciation and amortization 109,319 94,494 313,688 275,682
Hurricane-related charges, net 6,133 — 6,133 —
Total expenses 354,978 300,773 989,191 854,693
Gain on sale and impairment of single-family properties and other, net 24,197 9,572 79,052 36,401
Other income and expense, net 819 139 6,765 1,738
Net income 61,665 48,501 206,234 149,236
Noncontrolling interest 7,464 5,869 24,119 14,012
Dividends on preferred shares 3,486 5,763 13,595 32,160
Redemption of perpetual preferred shares — — 5,276 15,879
Net income attributable to common shareholders $ 50,715 $ 36,869 $ 163,244 $ 87,185
Weighted-average common shares outstanding:
Basic 348,944,055 324,002,538 347,730,579 320,267,903
Diluted 349,344,541 326,206,423 348,282,995 321,879,235
Net income attributable to common shareholders per share:
Basic $ 0.14 $ 0.11 $ 0.47 $ 0.27
Diluted $ 0.14 $ 0.11 $ 0.47 $ 0.27
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
American Homes 4 Rent
Condensed Consolidated Statements of Comprehensive Income
(Amounts in thousands)
(Unaudited)
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2022 2021 2022 2021
Net income $ 61,665 $ 48,501 $ 206,234 $ 149,236
Other comprehensive loss:
Cash flow hedging instruments:
Loss on settlement of cash flow hedging instrument — — — ( 3,999 )
Reclassification adjustment for amortization of interest expense included in net income
( 141 ) ( 149 ) ( 423 ) ( 630 )
Other comprehensive loss ( 141 ) ( 149 ) ( 423 ) ( 4,629 )
Comprehensive income 61,524 48,352 205,811 144,607
Comprehensive income attributable to noncontrolling interests 7,443 5,778 24,055 13,297
Dividends on preferred shares 3,486 5,763 13,595 32,160
Redemption of perpetual preferred shares — — 5,276 15,879
Comprehensive income attributable to common shareholders $ 50,595 $ 36,811 $ 162,885 $ 83,271
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
American Homes 4 Rent
Condensed Consolidated Statements of Equity
(Amounts in thousands, except share and per share data)
(Unaudited)
Class A common shares Class B common shares Preferred shares
Number
of shares Amount Number
of shares Amount Number
of shares Amount Additional
paid-in
capital Accumulated
deficit Accumulated other comprehensive income Shareholders’
equity Noncontrolling
interest Total
equity
Balances at December 31, 2020 316,021,385 $ 3,160 635,075 $ 6 35,350,000 $ 354 $ 6,223,256 $ ( 443,522 ) $ 5,840 $ 5,789,094 $ 683,336 $ 6,472,430
Share-based compensation — — — — — — 8,110 — — 8,110 — 8,110
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 246,425 2 — — — — ( 1,523 ) — — ( 1,521 ) — ( 1,521 )
Redemptions of Class A units 350,000 4 — — — — 4,613 — 7 4,624 ( 4,624 ) —
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — ( 13,782 ) — ( 13,782 ) — ( 13,782 )
Noncontrolling interests — — — — — — — — — — ( 5,172 ) ( 5,172 )
Common shares ($ 0.10 per share)
— — — — — — — ( 31,795 ) — ( 31,795 ) — ( 31,795 )
Net income — — — — — — — 43,996 — 43,996 4,925 48,921
Total other comprehensive income — — — — — — — — 7,729 7,729 1,260 8,989
Balances at March 31, 2021 316,617,810 $ 3,166 635,075 $ 6 35,350,000 $ 354 $ 6,234,456 $ ( 445,103 ) $ 13,576 $ 5,806,455 $ 679,725 $ 6,486,180
Share-based compensation — — — — — — 3,151 — — 3,151 — 3,151
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 90,373 1 — — — — 894 — — 895 — 895
Issuance of Class A common shares, net of offering costs of $ 200
5,500,000 55 — — — — 193,785 — — 193,840 — 193,840
Redemption of Series D perpetual preferred shares — — — — ( 10,750,000 ) ( 108 ) ( 260,133 ) ( 8,509 ) — ( 268,750 ) — ( 268,750 )
Redemption of Series E perpetual preferred shares — — — — ( 9,200,000 ) ( 92 ) ( 222,538 ) ( 7,370 ) — ( 230,000 ) — ( 230,000 )
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — ( 12,615 ) — ( 12,615 ) — ( 12,615 )
Noncontrolling interests — — — — — — — — — — ( 5,138 ) ( 5,138 )
Common shares ($ 0.10 per share)
— — — — — — — ( 32,403 ) — ( 32,403 ) — ( 32,403 )
Net income — — — — — — — 48,596 — 48,596 3,218 51,814
Total other comprehensive loss — — — — — — — — ( 11,585 ) ( 11,585 ) ( 1,884 ) ( 13,469 )
Balances at June 30, 2021 322,208,183 $ 3,222 635,075 $ 6 15,400,000 $ 154 $ 5,949,615 $ ( 457,404 ) $ 1,991 $ 5,497,584 $ 675,921 $ 6,173,505
4
American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share and per share data)
(Unaudited)
Class A common shares Class B common shares Preferred shares
Number
of shares Amount Number
of shares Amount Number
of shares Amount Additional
paid-in
capital Accumulated
deficit Accumulated other comprehensive income Shareholders’
equity Noncontrolling
interest Total
equity
Balances at June 30, 2021 322,208,183 $ 3,222 635,075 $ 6 15,400,000 $ 154 $ 5,949,615 $ ( 457,404 ) $ 1,991 $ 5,497,584 $ 675,921 $ 6,173,505
Share-based compensation — — — — — — 3,058 — — 3,058 — 3,058
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 152,375 2 — — — — 2,052 — — 2,054 — 2,054
Issuance of Class A common shares 11,400,000 114 — — — — 398,886 — — 399,000 — 399,000
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — ( 5,763 ) — ( 5,763 ) — ( 5,763 )
Noncontrolling interests — — — — — — — — — — ( 5,137 ) ( 5,137 )
Common shares ($ 0.10 per share)
— — — — — — — ( 32,414 ) — ( 32,414 ) — ( 32,414 )
Net income — — — — — — — 42,632 — 42,632 5,869 48,501
Total other comprehensive loss — — — — — — — — ( 58 ) ( 58 ) ( 91 ) ( 149 )
Balances at September 30, 2021 333,760,558 $ 3,338 635,075 $ 6 15,400,000 $ 154 $ 6,353,611 $ ( 452,949 ) $ 1,933 $ 5,906,093 $ 676,562 $ 6,582,655
5
American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share and per share data)
(Unaudited)
Class A common shares Class B common shares Preferred shares
Number
of shares Amount Number
of shares Amount Number
of shares Amount Additional
paid-in
capital Accumulated
deficit Accumulated other comprehensive income Shareholders’
equity Noncontrolling
interest Total
equity
Balances at December 31, 2021 337,362,716 $ 3,374 635,075 $ 6 15,400,000 $ 154 $ 6,492,933 $ ( 438,710 ) $ 1,814 $ 6,059,571 $ 678,858 $ 6,738,429
Share-based compensation — — — — — — 7,405 — — 7,405 — 7,405
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes
280,172 2 — — — — ( 2,621 ) — — ( 2,619 ) — ( 2,619 )
Issuance of Class A common shares, net of offering costs of $ 200
10,000,000 100 — — — — 375,540 — — 375,640 — 375,640
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — ( 5,763 ) — ( 5,763 ) — ( 5,763 )
Noncontrolling interests — — — — — — — — — — ( 9,248 ) ( 9,248 )
Common shares ($ 0.18 per share)
— — — — — — — ( 62,938 ) — ( 62,938 ) — ( 62,938 )
Net income — — — — — — — 61,702 — 61,702 8,312 70,014
Total other comprehensive loss — — — — — — — — ( 116 ) ( 116 ) ( 25 ) ( 141 )
Balances at March 31, 2022 347,642,888 $ 3,476 635,075 $ 6 15,400,000 $ 154 $ 6,873,257 $ ( 445,709 ) $ 1,698 $ 6,432,882 $ 677,897 $ 7,110,779
Share-based compensation — — — — — — 10,643 — — 10,643 — 10,643
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 53,606 1 — — — — 54 — — 55 — 55
Redemption of Series F perpetual preferred shares — — — — ( 6,200,000 ) ( 62 ) ( 149,662 ) ( 5,276 ) — ( 155,000 ) — ( 155,000 )
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — ( 4,346 ) — ( 4,346 ) — ( 4,346 )
Noncontrolling interests — — — — — — — — — — ( 9,248 ) ( 9,248 )
Common shares ($ 0.18 per share)
— — — — — — — ( 63,036 ) — ( 63,036 ) — ( 63,036 )
Net income — — — — — — — 66,212 — 66,212 8,343 74,555
Total other comprehensive loss — — — — — — — — ( 123 ) ( 123 ) ( 18 ) ( 141 )
Balances at June 30, 2022 347,696,494 $ 3,477 635,075 $ 6 9,200,000 $ 92 $ 6,734,292 $ ( 452,155 ) $ 1,575 $ 6,287,287 $ 676,974 $ 6,964,261
6
American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share and per share data)
(Unaudited)
Class A common shares Class B common shares Preferred shares
Number
of shares Amount Number
of shares Amount Number
of shares Amount Additional
paid-in
capital Accumulated
deficit Accumulated other comprehensive income Shareholders’
equity Noncontrolling
interest Total
equity
Balances at June 30, 2022 347,696,494 $ 3,477 635,075 $ 6 9,200,000 $ 92 $ 6,734,292 $ ( 452,155 ) $ 1,575 $ 6,287,287 $ 676,974 $ 6,964,261
Share-based compensation — — — — — — 5,680 — — 5,680 — 5,680
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 112,966 1 — — — — 1,075 — — 1,076 — 1,076
Issuance of Class A common shares 5,000,000 50 — — — — 185,582 — — 185,632 — 185,632
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — ( 3,486 ) — ( 3,486 ) — ( 3,486 )
Noncontrolling interests — — — — — — — — — — ( 9,248 ) ( 9,248 )
Common shares ( 0.18 per share)
— — — — — — — ( 63,004 ) — ( 63,004 ) — ( 63,004 )
Net income — — — — — — — 54,201 — 54,201 7,464 61,665
Total other comprehensive loss — — — — — — — — ( 120 ) ( 120 ) ( 21 ) ( 141 )
Balances at September 30, 2022 352,809,460 $ 3,528 635,075 $ 6 9,200,000 $ 92 $ 6,926,629 $ ( 464,444 ) $ 1,455 $ 6,467,266 $ 675,169 $ 7,142,435
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
2022 2021
Operating activities
Net income $ 206,234 $ 149,236
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 313,688 275,682
Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments 8,588 6,290
Noncash share-based compensation 23,728 14,319
Equity in net income of unconsolidated joint ventures ( 3,135 ) ( 875 )
Return on investment from unconsolidated joint ventures 4,777 —
Gain on sale and impairment of single-family properties and other, net ( 79,052 ) ( 36,401 )
Other changes in operating assets and liabilities:
Rent and other receivables ( 10,789 ) ( 13,863 )
Prepaid expenses and other assets 3,572 11,247
Deferred leasing costs ( 1,868 ) ( 2,672 )
Accounts payable and accrued expenses 134,237 95,471
Amounts due from related parties ( 3,192 ) ( 241 )
Net cash provided by operating activities 596,788 498,193
Investing activities
Cash paid for single-family properties ( 582,442 ) ( 633,794 )
Change in escrow deposits for purchase of single-family properties 8,492 ( 26,818 )
Net proceeds received from sales of single-family properties and other 163,295 101,411
Proceeds received from storm-related insurance claims 1,981 1,993
Proceeds from notes receivable related to the sale of properties 34,014 —
Investment in unconsolidated joint ventures ( 17,308 ) ( 20,742 )
Distributions from joint ventures 58,160 46,927
Renovations to single-family properties ( 80,612 ) ( 28,234 )
Recurring and other capital expenditures for single-family properties ( 98,763 ) ( 90,413 )
Cash paid for development activity ( 707,764 ) ( 524,884 )
Cash paid for deposits on land option contracts ( 10,686 ) —
Other investing activities ( 36,021 ) ( 16,907 )
Net cash used for investing activities ( 1,267,654 ) ( 1,191,461 )
Financing activities
Proceeds from issuance of Class A common shares 561,472 593,040
Payments of Class A common share issuance costs ( 200 ) ( 200 )
Redemption of perpetual preferred shares ( 155,000 ) ( 498,750 )
Proceeds from issuances under share-based compensation plans 3,323 4,094
Payments related to tax withholding for share-based compensation ( 4,811 ) ( 2,666 )
Payments on asset-backed securitizations ( 16,884 ) ( 18,061 )
Proceeds from revolving credit facility 490,000 1,060,000
Payments on revolving credit facility ( 840,000 ) ( 1,060,000 )
Proceeds from unsecured senior notes, net of discount 876,813 737,195
Settlement of cash flow hedging instrument — ( 3,999 )
Proceeds from liabilities related to consolidated land not owned 60,217 —
Distributions to noncontrolling interests ( 27,612 ) ( 18,033 )
Distributions to common shareholders ( 188,689 ) ( 112,278 )
Distributions to preferred shareholders ( 13,595 ) ( 32,160 )
Deferred financing costs paid ( 8,215 ) ( 17,997 )
Net cash provided by financing activities 736,819 630,185
Net increase (decrease) in cash, cash equivalents and restricted cash 65,953 ( 63,083 )
Cash, cash equivalents and restricted cash, beginning of period (see Note 3) 191,767 265,077
Cash, cash equivalents and restricted cash, end of period (see Note 3) $ 257,720 $ 201,994
8
American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
2022 2021
Supplemental cash flow information
Cash payments for interest, net of amounts capitalized $ ( 89,400 ) $ ( 85,472 )
Supplemental schedule of noncash investing and financing activities
Accrued property renovations and development expenditures $ 65,586 $ 37,877
Transfers of completed homebuilding deliveries to properties 335,684 252,218
Property and land contributions to unconsolidated joint ventures ( 35,849 ) ( 43,814 )
Property and land distributions from unconsolidated joint ventures 8,397 —
Noncash right-of-use assets obtained in exchange for operating lease liabilities 3,885 989
Accrued distributions to affiliates 337 —
Accrued distributions to non-affiliates 114 166
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
American Homes 4 Rent, L.P.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except unit data)
September 30, 2022 December 31, 2021
(Unaudited)
Assets
Single-family properties:
Land $ 2,190,724 $ 2,062,039
Buildings and improvements 10,024,700 9,258,387
Single-family properties in operation 12,215,424 11,320,426
Less: accumulated depreciation ( 2,310,014 ) ( 2,072,933 )
Single-family properties in operation, net 9,905,410 9,247,493
Single-family properties under development and development land 1,123,183 882,159
Single-family properties held for sale, net 189,991 114,907
Total real estate assets, net 11,218,584 10,244,559
Cash and cash equivalents 97,244 48,198
Restricted cash 160,476 143,569
Rent and other receivables 50,395 41,587
Escrow deposits, prepaid expenses and other assets 315,789 216,625
Investments in unconsolidated joint ventures 110,409 121,950
Amounts due from affiliates 25,666 25,666
Goodwill 120,279 120,279
Total assets $ 12,098,842 $ 10,962,433
Liabilities
Revolving credit facility $ — $ 350,000
Asset-backed securitizations, net 1,895,269 1,908,346
Unsecured senior notes, net 2,493,898 1,622,132
Accounts payable and accrued expenses 567,240 343,526
Total liabilities 4,956,407 4,224,004
Commitments and contingencies (see Note 15)
Capital
Partners’ capital:
General partner:
Common units ( 353,444,535 and 337,997,791 units issued and outstanding at September 30, 2022 and December 31, 2021, respectively)
6,243,971 5,686,193
Preferred units ( 9,200,000 and 15,400,000 units issued and outstanding at September 30, 2022 and December 31, 2021, respectively)
221,840 371,564
Limited partner:
Common units ( 51,376,980 units issued and outstanding at September 30, 2022 and December 31, 2021)
674,957 678,582
Accumulated other comprehensive income 1,667 2,090
Total capital 7,142,435 6,738,429
Total liabilities and capital $ 12,098,842 $ 10,962,433
The accompanying notes are an integral part of these condensed consolidated financial statements.
10
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Operations
(Amounts in thousands, except unit and per unit data)
(Unaudited)
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2022 2021 2022 2021
Rents and other single-family property revenues $ 391,627 $ 339,563 $ 1,109,608 $ 965,790
Expenses:
Property operating expenses 152,065 134,694 414,978 369,966
Property management expenses 29,739 24,562 84,541 70,677
General and administrative expense 16,986 12,647 53,115 40,645
Interest expense 36,254 31,097 98,622 86,630
Acquisition and other transaction costs 4,482 3,279 18,114 11,093
Depreciation and amortization 109,319 94,494 313,688 275,682
Hurricane-related charges, net 6,133 — 6,133 —
Total expenses 354,978 300,773 989,191 854,693
Gain on sale and impairment of single-family properties and other, net 24,197 9,572 79,052 36,401
Other income and expense, net 819 139 6,765 1,738
Net income 61,665 48,501 206,234 149,236
Preferred distributions 3,486 5,763 13,595 32,160
Redemption of perpetual preferred units — — 5,276 15,879
Net income attributable to common unitholders $ 58,179 $ 42,738 $ 187,363 $ 101,197
Weighted-average common units outstanding:
Basic 400,321,035 375,379,518 399,107,559 371,739,755
Diluted 400,721,521 377,583,403 399,659,975 373,351,087
Net income attributable to common unitholders per unit:
Basic $ 0.14 $ 0.11 $ 0.47 $ 0.27
Diluted $ 0.14 $ 0.11 $ 0.47 $ 0.27
The accompanying notes are an integral part of these condensed consolidated financial statements.
11
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Comprehensive Income
(Amounts in thousands)
(Unaudited)
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2022 2021 2022 2021
Net income $ 61,665 $ 48,501 $ 206,234 $ 149,236
Other comprehensive loss:
Cash flow hedging instruments:
Loss on settlement of cash flow hedging instrument — — — ( 3,999 )
Reclassification adjustment for amortization of interest expense included in net income
( 141 ) ( 149 ) ( 423 ) ( 630 )
Other comprehensive loss ( 141 ) ( 149 ) ( 423 ) ( 4,629 )
Comprehensive income 61,524 48,352 205,811 144,607
Preferred distributions 3,486 5,763 13,595 32,160
Redemption of perpetual preferred units — — 5,276 15,879
Comprehensive income attributable to common unitholders $ 58,038 $ 42,589 $ 186,940 $ 96,568
The accompanying notes are an integral part of these condensed consolidated financial statements.
12
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Capital
(Amounts in thousands, except unit and per unit data)
(Unaudited)
General Partner Limited Partners Accumulated other comprehensive income Total capital
Common capital Preferred capital amount Common capital
Number of units Amount Number of units Amount
Balances at December 31, 2020 316,656,460 $ 4,928,819 $ 854,435 51,726,980 $ 682,316 $ 6,860 $ 6,472,430
Share-based compensation — 8,110 — — — — 8,110
Common units issued under share-based compensation plans, net of units withheld for employee taxes 246,425 ( 1,521 ) — — — — ( 1,521 )
Redemptions of Class A units 350,000 4,617 — ( 350,000 ) ( 4,617 ) — —
Distributions to capital holders:
Preferred units (Note 10)
— — ( 13,782 ) — — — ( 13,782 )
Common units ($ 0.10 per unit)
— ( 31,795 ) — — ( 5,172 ) — ( 36,967 )
Net income — 30,214 13,782 — 4,925 — 48,921
Total other comprehensive income — — — — — 8,989 8,989
Balances at March 31, 2021 317,252,885 $ 4,938,444 $ 854,435 51,376,980 $ 677,452 $ 15,849 $ 6,486,180
Share-based compensation — 3,151 — — — — 3,151
Common units issued under share-based compensation plans, net of units withheld for employee taxes 90,373 895 — — — — 895
Issuance of Class A common units, net of offering costs of $ 200
5,500,000 193,840 — — — — 193,840
Redemption of Series D perpetual preferred units — ( 8,509 ) ( 260,241 ) — — — ( 268,750 )
Redemption of Series E perpetual preferred units — ( 7,370 ) ( 222,630 ) — — — ( 230,000 )
Distributions to capital holders:
Preferred units (Note 10)
— — ( 12,615 ) — — — ( 12,615 )
Common units ($ 0.10 per unit)
— ( 32,403 ) — — ( 5,138 ) — ( 37,541 )
Net income — 35,981 12,615 — 3,218 — 51,814
Total other comprehensive loss — — — — — ( 13,469 ) ( 13,469 )
Balances at June 30, 2021 322,843,258 $ 5,124,029 $ 371,564 51,376,980 $ 675,532 $ 2,380 $ 6,173,505
Share-based compensation — 3,058 — — — — 3,058
Common units issued under share-based compensation plans, net of units withheld for employee taxes 152,375 2,054 — — — — 2,054
Issuance of Class A common units 11,400,000 399,000 — — — — 399,000
Distributions to capital holders:
Preferred units (Note 10)
— — ( 5,763 ) — — — ( 5,763 )
Common units ($ 0.10 per unit)
— ( 32,414 ) — — ( 5,137 ) — ( 37,551 )
Net income — 36,869 5,763 — 5,869 — 48,501
Total other comprehensive loss — — — — — ( 149 ) ( 149 )
Balances at September 30, 2021 334,395,633 $ 5,532,596 $ 371,564 51,376,980 $ 676,264 $ 2,231 $ 6,582,655
13
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Capital (continued)
(Amounts in thousands, except unit and per unit data)
(Unaudited)
General Partner Limited Partners Accumulated other comprehensive income Total capital
Common capital Preferred capital amount Common capital
Number of units Amount Number of units Amount
Balances at December 31, 2021 337,997,791 $ 5,686,193 $ 371,564 51,376,980 $ 678,582 $ 2,090 $ 6,738,429
Share-based compensation — 7,405 — — — — 7,405
Common units issued under share-based compensation plans, net of units withheld for employee taxes 280,172 ( 2,619 ) — — — — ( 2,619 )
Issuance of Class A common units, net of offering costs of $ 200
10,000,000 375,640 — — — — 375,640
Distributions to capital holders:
Preferred units (Note 10)
— — ( 5,763 ) — — — ( 5,763 )
Common units ($ 0.18 per unit)
— ( 62,938 ) — — ( 9,248 ) — ( 72,186 )
Net income — 55,939 5,763 — 8,312 — 70,014
Total other comprehensive loss — — — — — ( 141 ) ( 141 )
Balances at March 31, 2022 348,277,963 $ 6,059,620 $ 371,564 51,376,980 $ 677,646 $ 1,949 $ 7,110,779
Share-based compensation — 10,643 — — — — 10,643
Common units issued under share-based compensation plans, net of units withheld for employee taxes 53,606 55 — — — — 55
Redemption of Series F perpetual preferred units — ( 5,276 ) ( 149,724 ) — — — ( 155,000 )
Distributions to capital holders:
Preferred units (Note 10)
— — ( 4,346 ) — — — ( 4,346 )
Common units ($ 0.18 per unit)
— ( 63,036 ) — — ( 9,248 ) — ( 72,284 )
Net income — 61,866 4,346 — 8,343 — 74,555
Total other comprehensive loss — — — — — ( 141 ) ( 141 )
Balances at June 30, 2022 348,331,569 $ 6,063,872 $ 221,840 51,376,980 $ 676,741 $ 1,808 $ 6,964,261
Share-based compensation — 5,680 — — — — 5,680
Common units issued under share-based compensation plans, net of units withheld for employee taxes 112,966 1,076 — — — — 1,076
Issuance of Class A common units 5,000,000 185,632 — — — — 185,632
Distributions to capital holders:
Preferred units (Note 10)
— — ( 3,486 ) — — — ( 3,486 )
Common units ($ 0.18 per unit)
— ( 63,004 ) — — ( 9,248 ) — ( 72,252 )
Net income — 50,715 3,486 — 7,464 — 61,665
Total other comprehensive loss — — — — — ( 141 ) ( 141 )
Balances at September 30, 2022 353,444,535 $ 6,243,971 $ 221,840 51,376,980 $ 674,957 $ 1,667 $ 7,142,435
The accompanying notes are an integral part of these condensed consolidated financial statements.
14
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
2022 2021
Operating activities
Net income $ 206,234 $ 149,236
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 313,688 275,682
Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments 8,588 6,290
Noncash share-based compensation 23,728 14,319
Equity in net income of unconsolidated joint ventures ( 3,135 ) ( 875 )
Return on investment from unconsolidated joint ventures 4,777 —
Gain on sale and impairment of single-family properties and other, net ( 79,052 ) ( 36,401 )
Other changes in operating assets and liabilities:
Rent and other receivables ( 10,789 ) ( 13,863 )
Prepaid expenses and other assets 3,572 11,247
Deferred leasing costs ( 1,868 ) ( 2,672 )
Accounts payable and accrued expenses 134,237 95,471
Amounts due from related parties ( 3,192 ) ( 241 )
Net cash provided by operating activities 596,788 498,193
Investing activities
Cash paid for single-family properties ( 582,442 ) ( 633,794 )
Change in escrow deposits for purchase of single-family properties 8,492 ( 26,818 )
Net proceeds received from sales of single-family properties and other 163,295 101,411
Proceeds received from storm-related insurance claims 1,981 1,993
Proceeds from notes receivable related to the sale of properties 34,014 —
Investment in unconsolidated joint ventures ( 17,308 ) ( 20,742 )
Distributions from joint ventures 58,160 46,927
Renovations to single-family properties ( 80,612 ) ( 28,234 )
Recurring and other capital expenditures for single-family properties ( 98,763 ) ( 90,413 )
Cash paid for development activity ( 707,764 ) ( 524,884 )
Cash paid for deposits on land option contracts ( 10,686 ) —
Other investing activities ( 36,021 ) ( 16,907 )
Net cash used for investing activities ( 1,267,654 ) ( 1,191,461 )
Financing activities
Proceeds from issuance of Class A common units 561,472 593,040
Payments of Class A common unit issuance costs ( 200 ) ( 200 )
Redemption of perpetual preferred units ( 155,000 ) ( 498,750 )
Proceeds from issuances under share-based compensation plans 3,323 4,094
Payments related to tax withholding for share-based compensation ( 4,811 ) ( 2,666 )
Payments on asset-backed securitizations ( 16,884 ) ( 18,061 )
Proceeds from revolving credit facility 490,000 1,060,000
Payments on revolving credit facility ( 840,000 ) ( 1,060,000 )
Proceeds from unsecured senior notes, net of discount 876,813 737,195
Settlement of cash flow hedging instrument — ( 3,999 )
Proceeds from liabilities related to consolidated land not owned 60,217 —
Distributions to common unitholders ( 216,301 ) ( 130,311 )
Distributions to preferred unitholders ( 13,595 ) ( 32,160 )
Deferred financing costs paid ( 8,215 ) ( 17,997 )
Net cash provided by financing activities 736,819 630,185
Net increase (decrease) in cash, cash equivalents and restricted cash 65,953 ( 63,083 )
Cash, cash equivalents and restricted cash, beginning of period (see Note 3) 191,767 265,077
Cash, cash equivalents and restricted cash, end of period (see Note 3) $ 257,720 $ 201,994
15
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
2022 2021
Supplemental cash flow information
Cash payments for interest, net of amounts capitalized $ ( 89,400 ) $ ( 85,472 )
Supplemental schedule of noncash investing and financing activities
Accrued property renovations and development expenditures $ 65,586 $ 37,877
Transfers of completed homebuilding deliveries to properties 335,684 252,218
Property and land contributions to unconsolidated joint ventures ( 35,849 ) ( 43,814 )
Property and land distributions from unconsolidated joint ventures 8,397 —
Noncash right-of-use assets obtained in exchange for operating lease liabilities 3,885 989
Accrued distributions to affiliates 337 —
Accrued distributions to non-affiliates 114 166
The accompanying notes are an integral part of these condensed consolidated financial statements.
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American Homes 4 Rent
American Homes 4 Rent, L.P.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. Organization and Operations
American Homes 4 Rent (“AH4R” or “General Partner”) is a Maryland real estate investment trust (“REIT”) formed on October 19, 2012 for the purpose of acquiring, developing, renovating, leasing and operating single-family homes as rental properties. American Homes 4 Rent, L.P., a Delaware limited partnership formed on October 22, 2012, and its consolidated subsidiaries (collectively, the “Operating Partnership” or the “OP”) is the entity through which the Company conducts substantially all of its business and owns, directly or through subsidiaries, substantially all of its assets. References to the “Company,” “we,” “our” and “us” mean collectively AH4R, the Operating Partnership and those entities/subsidiaries owned or controlled by AH4R and/or the Operating Partnership. As of September 30, 2022, the Company held 58,961 single-family properties in 21 states, including 1,057 properties classified as held for sale.
AH4R is the general partner of, and as of September 30, 2022 owned approximately 87.3 % of the common partnership interest in, the Operating Partnership. The remaining 12.7 % of the common partnership interest was owned by limited partners. As the sole general partner of the Operating Partnership, AH4R has exclusive control of the Operating Partnership’s day-to-day management. The Company’s management operates AH4R and the Operating Partnership as one business, and the management of AH4R consists of the same members as the management of the Operating Partnership. AH4R’s primary function is acting as the general partner of the Operating Partnership. The only material asset of AH4R is its partnership interest in the Operating Partnership. As a result, AH4R generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. AH4R itself is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures, either directly or through its subsidiaries, conducts the operations of the Company’s business and is structured as a limited partnership with no publicly traded equity. One difference between the Company and the Operating Partnership is $ 25.7 million of asset-backed securitization certificates issued by the Operating Partnership and purchased by AH4R. The asset-backed securitization certificates are recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership. AH4R contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, AH4R receives Operating Partnership units (“OP units”) equal to the number of shares it has issued in the equity offering. Based on the terms of the Agreement of Limited Partnership of the Operating Partnership, as amended, OP units can be exchanged for shares on a one -for-one basis. Except for net proceeds from equity issuances by AH4R, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of OP units.
Note 2. Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Any references in this report to the number of properties is outside the scope of our independent registered public accounting firm’s review of our financial statements, in accordance with the standards of the Public Company Accounting Oversight Board. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair statement of the condensed consolidated financial statements for the interim periods have been made. The operating results for interim periods are not necessarily indicative of results for other interim periods or the full year. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Principles of Consolidation
The condensed consolidated financial statements present the accounts of both (i) the Company, which include AH4R, the Operating Partnership and their consolidated subsidiaries, and (ii) the Operating Partnership, which include the Operating Partnership and its consolidated subsidiaries. Intercompany accounts and transactions have been eliminated.
The Company consolidates real estate partnerships and other entities that are not variable interest entities (“VIEs”) in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”) , when it owns, directly or indirectly, a majority interest in the entity or is otherwise able to control the entity. Entities that are not VIEs and for which the Company owns an interest but does not consolidate are accounted for under the equity method of accounting as an investment in an unconsolidated entity and are included in investments in unconsolidated joint ventures within the condensed consolidated balance sheets.
The Company consolidates VIEs in accordance with ASC 810 if it is the primary beneficiary of the VIE as determined by its power to direct the VIE’s activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. The Company holds investments in venture capital funds and deposits with land banking entities, which were determined to be VIEs. As the Company does not control the activities that most significantly impact the economic performance of these entities, the Company was deemed not to be the primary beneficiary and therefore did not consolidate the entities.
The investments in these unconsolidated venture capital funds are accounted for under the equity method of accounting and included in escrow deposits, prepaid expenses and other assets within the condensed consolidated balance sheets. As of September 30, 2022, the carrying value of the investments in these venture capital funds was $ 11.5 million and the Company’s maximum exposure to loss was $ 16.2 million, which includes all future capital funding requirements.
The deposits with land banking entities are held at cost and included in escrow deposits, prepaid expenses and other assets within the condensed consolidated balance sheets. As of September 30, 2022, the carrying value of the deposits with land banking entities and the Company’s maximum exposure to loss was $ 10.7 million.
Note 3. Cash, Cash Equivalents and Restricted Cash
Restricted cash primarily consists of funds held related to resident security deposits, cash reserves in accordance with certain loan agreements and funds held in the custody of our transfer agent for the payment of distributions. Funds held related to resident security deposits are restricted during the term of the related lease agreement, which is generally one year . Cash reserved in connection with lender requirements is restricted during the term of the related debt instrument.
The following table provides a reconciliation of cash, cash equivalents and restricted cash per the condensed consolidated statements of cash flows to the corresponding financial statement line items in the condensed consolidated balance sheets (amounts in thousands):
September 30, December 31,
2022 2021 2021 2020
Cash and cash equivalents $ 97,244 $ 63,997 $ 48,198 $ 137,060
Restricted cash 160,476 137,997 143,569 128,017
Total cash, cash equivalents and restricted cash $ 257,720 $ 201,994 $ 191,767 $ 265,077
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Note 4. Real Estate Assets, Net
The net book values of real estate assets consisted of the following as of September 30, 2022 and December 31, 2021 (amounts in thousands):
September 30, 2022 December 31, 2021
Occupied single-family properties $ 9,328,228 $ 8,522,080
Single-family properties leased, not yet occupied 71,963 77,221
Single-family properties in turnover process 284,230 184,170
Single-family properties recently renovated or developed 160,481 126,379
Single-family properties newly acquired and under renovation 60,508 337,643
Single-family properties in operation, net 9,905,410 9,247,493
Development land 641,514 549,653
Single-family properties under development 481,669 332,506
Single-family properties held for sale, net 189,991 114,907
Total real estate assets, net $ 11,218,584 $ 10,244,559
Depreciation expense related to single-family properties was $ 105.1 million and $ 90.6 million for the three months ended September 30, 2022 and 2021, respectively, and $ 301.9 million and $ 264.3 million for the nine months ended September 30, 2022 and 2021, respectively.
Hurricane Ian impacted certain properties primarily located in Florida, South Carolina and North Carolina during the three months ended September 30, 2022. The Company’s property and casualty insurance policies provide coverage for wind and flood damage, as well as business interruption costs, during the period of remediation and repairs, subject to deductibles and limits. During the three months ended September 30, 2022, the Company recognized $ 8.4 million in gross charges primarily related to an estimated accrual for minor repair and remediation costs, partially offset by an estimated $ 2.3 million of related insurance claims that we believe is probable we will recover. The $ 6.1 million of net charges were included in hurricane-related charges, net within the condensed consolidated statement of operations for the three and nine months ended September 30, 2022.
The following table summarizes the Company’s dispositions of single-family properties and land for the three and nine months ended September 30, 2022 and 2021 (amounts in thousands, except property data):
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2022 2021 2022 2021
Single-family properties:
Properties sold 164 90 530 367
Net proceeds (1)
$ 49,096 $ 26,683 $ 160,156 $ 100,815
Net gain on sale $ 24,501 $ 10,073 $ 82,193 $ 36,845
Land:
Net proceeds $ 1,197 $ 277 $ 3,139 $ 596
Net gain (loss) on sale $ 70 $ 42 $ 496 $ ( 97 )
(1) Net proceeds are net of deductions for working capital prorations.
Note 5. Rent and Other Receivables
Included in rents and other single-family property revenues are variable lease payments for tenant charge-backs, which primarily relate to cost recoveries on utilities, and variable lease payments for fees from single-family properties. Variable lease payments for tenant charge-backs were $ 62.0 million and $ 52.7 million for the three months ended September 30, 2022 and 2021, respectively, and $ 157.4 million and $ 136.5 million for the nine months ended September 30, 2022 and 2021, respectively. Variable lease payments for fees from single-family properties were $ 7.0 million and $ 6.0 million for the three months ended September 30, 2022 and 2021, respectively, and $ 20.0 million and $ 16.7 million for the nine months ended September 30, 2022 and 2021, respectively.
19
The Company generally rents its single-family properties under non-cancelable lease agreements with a term of one year . The following table summarizes future minimum rental revenues under existing leases on our properties as of September 30, 2022 (amounts in thousands):
September 30, 2022
Remaining 2022 $ 287,284
2023 496,844
2024 27,539
2025 27
Total $ 811,694
Rent and other receivables included $ 2.3 million of insurance claims receivables related to Hurricane Ian as of September 30, 2022 and $ 1.9 million of insurance claims receivables related to Winter Storm Uri as of December 31, 2021.
Note 6. Escrow Deposits, Prepaid Expenses and Other Assets
The following table summarizes the components of escrow deposits, prepaid expenses and other assets as of September 30, 2022 and December 31, 2021 (amounts in thousands):
September 30, 2022 December 31, 2021
Consolidated land not owned $ 103,942 $ —
Escrow deposits, prepaid expenses and other 102,993 88,414
Commercial real estate, software, vehicles and FF&E, net 76,745 62,462
Operating lease right-of-use assets 18,815 17,269
Deferred costs and other intangibles, net 10,835 13,134
Notes receivable, net 2,459 35,346
Total $ 315,789 $ 216,625
Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $ 3.5 million and $ 2.9 million for the three months ended September 30, 2022 and 2021, respectively, and $ 9.6 million and $ 8.3 million for the nine months ended September 30, 2022 and 2021, respectively.
Consolidated Land Not Owned
During the three and nine months ended September 30, 2022, the Company entered into land option agreements whereby it sold land to a third party with an option to repurchase finished lots on a predetermined schedule. Because of our options to repurchase the finished lots, in accordance with ASC 606-10-55-70, we accounted for these transactions as financing arrangements rather than a sale. Consolidated land not owned is included in escrow deposits, prepaid expenses and other assets and the liability for consolidated land not owned, which represents proceeds received from the third party net of our deposits on the optioned land, is included in accounts payable and accrued expenses in the condensed consolidated balance sheets (see Note 9. Accounts Payable and Accrued Expenses).
Deferred Costs and Other Intangibles, Net
Deferred costs and other intangibles, net, consisted of the following as of September 30, 2022 and December 31, 2021 (amounts in thousands):
September 30, 2022 December 31, 2021
Deferred leasing costs $ 2,336 $ 3,090
Deferred financing costs 22,491 22,491
24,827 25,581
Less: accumulated amortization ( 13,992 ) ( 12,447 )
Total $ 10,835 $ 13,134
Amortization expense related to deferred leasing costs was $ 0.7 million and $ 1.0 million for the three months ended September 30, 2022 and 2021, respectively, and $ 2.2 million and $ 3.1 million for the nine months ended September 30, 2022 and 2021, respectively, and is included in depreciation and amortization within the condensed consolidated statements of operations. Amortization of deferred financing costs related to our revolving credit facility was $ 0.7 million for both the three months ended September 30, 2022 and 2021 and $ 2.1 million and $ 1.8 million for the nine months ended September 30, 2022 and 2021, respectively, and is included in gross interest, prior to interest capitalization (see Note 8. Debt).
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The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of September 30, 2022 for future periods (amounts in thousands):
Deferred
Leasing Costs Deferred
Financing Costs Total
Remaining 2022 $ 527 $ 686 $ 1,213
2023 664 2,722 3,386
2024 — 2,730 2,730
2025 — 2,722 2,722
2026 — 784 784
Total $ 1,191 $ 9,644 $ 10,835
Note 7. Investments in Unconsolidated Joint Ventures
As of September 30, 2022, the Company held 20 % ownership interests in three unconsolidated joint ventures. In evaluating the Company’s 20 % ownership interests in these joint ventures, we concluded that the joint ventures are not VIEs after applying the variable interest model and, therefore, we account for our interests in the joint ventures as investments in unconsolidated subsidiaries after applying the voting interest model using the equity method of accounting. Equity in net income (losses) of unconsolidated joint ventures is included in other income and expense, net within the condensed consolidated statements of operations.
The Company entered into a joint venture with (i) the Alaska Permanent Fund Corporation (the “Alaska JV”) during the second quarter of 2014 to invest in homes acquired through traditional acquisition channels, (ii) another leading institutional investor (the “Institutional Investor JV”) during the third quarter of 2018 to invest in newly constructed single-family rental homes, and (iii) institutional investors advised by J.P. Morgan Asset Management (the “J.P. Morgan JV”) during the first quarter of 2020 focused on constructing and operating newly built rental homes.
The following table summarizes our investments in unconsolidated joint ventures (amounts in thousands, except percentages and property data):
Joint Venture Description % Ownership at September 30, 2022 Completed Homes at September 30, 2022 Balances at
September 30, 2022 Balances at
December 31, 2021
Alaska JV 20 % 276 $ 19,394 $ 22,658
Institutional Investor JV 20 % 933 15,271 28,695
J.P. Morgan JV 20 % 1,062 75,744 70,597
2,271 $ 110,409 $ 121,950
The Company provides various services to these joint ventures, which are considered to be related parties, including property management and development services and has opportunities to earn promoted interests. Management fee and development fee income from unconsolidated joint ventures was $ 3.8 million and $ 2.8 million for the three months ended September 30, 2022 and 2021, respectively, and $ 10.2 million and $ 7.4 million for the nine months ended September 30, 2022 and 2021, respectively, and is included in other income and expense, net within the condensed consolidated statements of operations. As a result of the Company’s management of these joint ventures, certain related party receivables and payables arise in the ordinary course of business and are included in escrow deposits, prepaid expenses and other assets or amounts payable to affiliates in the condensed consolidated balance sheets.
During the first quarter of 2022, the Company acquired 200 properties in a bulk transaction from the Institutional Investor JV for total consideration of $ 74.6 million, of which (i) $ 66.2 million was paid in cash and included in cash paid for single-family properties in the condensed consolidated statements of cash flows and (ii) $ 8.4 million was recorded as a noncash distribution resulting in a reduction to our equity method investment. The transaction was accounted for as an asset acquisition and resulted in a gain on sale at the Institutional Investor JV. Recognition of our pro rata portion of the gain on sale has been deferred by reducing the carrying value of the acquired properties in our condensed consolidated balance sheets.
During the first quarter of 2022, the J.P. Morgan JV entered into a loan agreement to borrow up to a $ 375.0 million aggregate commitment. During the initial three-year term, the loan bears interest at the Secured Overnight Financing Rate (“SOFR”) plus a 1.5 % margin and matures on January 28, 2025. The loan agreement provides for one one-year extension option that includes additional fees and interest. As of September 30, 2022, the joint venture’s loan had a $ 204.2 million outstanding principal balance.
During the third quarter of 2022, the Institutional Investor JV amended its existing loan agreement to increase borrowing capacity to $ 250.0 million. During the initial two-year term, the loan bears interest at SOFR plus a 2.40 % margin and matures on July 1, 2024.
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The loan agreement provides for two one-year extension options that include additional fees and interest. As of September 30, 2022, the joint venture’s loan had a $ 232.7 million outstanding principal balance.
The Company has provided customary non-recourse guarantees for the J.P. Morgan JV and Institutional Investor JV loans that may become a liability for us upon a voluntary bankruptcy filing by the joint venture or the occurrence of other actions such as fraud or a material misrepresentation by us or the joint venture. To date, the guarantees have not been invoked, and we believe that the actions that would trigger a guarantee would generally be disadvantageous to the joint ventures and us and therefore are unlikely to occur. However, there can be no assurances that actions that could trigger the guarantee will not occur.
Note 8. Debt
All of the Company’s indebtedness is debt of the Operating Partnership. AH4R is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The following table presents the Company’s debt as of September 30, 2022 and December 31, 2021 (amounts in thousands):
Outstanding Principal Balance
Interest Rate (1)
Maturity Date September 30, 2022 December 31, 2021
AH4R 2014-SFR2 securitization 4.42 % October 9, 2024 $ 469,421 $ 473,594
AH4R 2014-SFR3 securitization 4.40 % December 9, 2024 484,389 488,790
AH4R 2015-SFR1 securitization (2)
4.14 % April 9, 2045 510,380 514,868
AH4R 2015-SFR2 securitization (3)
4.36 % October 9, 2045 443,136 446,929
Total asset-backed securitizations 1,907,326 1,924,181
2028 unsecured senior notes (4)
4.08 % February 15, 2028 500,000 500,000
2029 unsecured senior notes 4.90 % February 15, 2029 400,000 400,000
2031 unsecured senior notes (5)
2.46 % July 15, 2031 450,000 450,000
2032 unsecured senior notes 3.63 % April 15, 2032 600,000 —
2051 unsecured senior notes 3.38 % July 15, 2051 300,000 300,000
2052 unsecured senior notes 4.30 % April 15, 2052 300,000 —
Revolving credit facility (6)
4.04 % April 15, 2026 — 350,000
Total debt 4,457,326 3,924,181
Unamortized discounts on unsecured senior notes ( 36,877 ) ( 15,561 )
Deferred financing costs, net (7)
( 31,282 ) ( 28,142 )
Total debt per balance sheet $ 4,389,167 $ 3,880,478
(1) Interest rates are rounded and as of September 30, 2022. Unless otherwise stated, interest rates are fixed percentages.
(2) The AH4R 2015-SFR1 securitization has an anticipated repayment date of April 9, 2025.
(3) The AH4R 2015-SFR2 securitization has an anticipated repayment date of October 9, 2025.
(4) The stated interest rate on the 2028 unsecured senior notes is 4.25 %, which was hedged to yield an interest rate of 4.08 %.
(5) The stated interest rate on the 2031 unsecured senior notes is 2.38 %, which was hedged to yield an interest rate of 2.46 %.
(6) The revolving credit facility provides for a borrowing capacity of up to $ 1.25 billion, and the Company had approximately $ 2.7 million and $ 1.6 million committed to outstanding letters of credit that reduced our borrowing capacity as of September 30, 2022 and December 31, 2021, respectively. The revolving credit facility bears interest at the London Inter-Bank Offered Rate plus 0.90 % as of September 30, 2022.
(7) Deferred financing costs relate to our asset-backed securitizations and unsecured senior notes. Amortization of deferred financing costs related to our asset-backed securitizations and unsecured senior notes was $ 1.8 million and $ 1.5 million for the three months ended September 30, 2022 and 2021, respectively, and $ 5.1 million and $ 4.5 million for the nine months ended September 30, 2022 and 2021, respectively, and is included in gross interest, prior to interest capitalization.
Unsecured Senior Notes
During the second quarter of 2022, the Operating Partnership issued $ 600.0 million of 3.625 % unsecured senior notes with a maturity date of April 15, 2032 (the “2032 Notes”) and $ 300.0 million of 4.300 % unsecured senior notes with a maturity date of April 15, 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Notes”). Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2022. The Operating Partnership received aggregate net proceeds of $ 870.3 million from these issuances, after underwriting fees of approximately $ 6.5 million and a $ 23.2 million discount, and before offering costs of approximately $ 1.7 million. The Operating Partnership used net proceeds from this offering to repay amounts outstanding on its revolving credit facility, for the redemption of its Series F perpetual preferred shares and for general corporate purposes.
The Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future unsecured and unsubordinated indebtedness. The indentures require that we maintain certain financial covenants. The Operating Partnership may redeem the Notes in whole at any time or in part from time to time at the
22
applicable redemption price specified in the indentures with respect to the Notes. If the 2032 Notes are redeemed on or after January 15, 2032 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. If the 2052 Notes are redeemed on or after October 15, 2051 (six months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
Debt Maturities
The following table summarizes the contractual maturities of the Company’s principal debt balances on a fully extended basis as of September 30, 2022 (amounts in thousands):
Debt Maturities
Remaining 2022 $ 5,179
2023 20,714
2024 951,097
2025 10,302
2026 10,302
Thereafter 3,459,732
Total debt $ 4,457,326
Interest Expense
The following table summarizes our (i) gross interest cost, which includes fees on our credit facilities and amortization of deferred financing costs and the discounts on unsecured senior notes, and (ii) capitalized interest for the three and nine months ended September 30, 2022 and 2021 (amounts in thousands):
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2022 2021 2022 2021
Gross interest cost $ 49,115 $ 40,161 $ 138,037 $ 108,459
Capitalized interest ( 12,861 ) ( 9,064 ) ( 39,415 ) ( 21,829 )
Interest expense $ 36,254 $ 31,097 $ 98,622 $ 86,630
Note 9. Accounts Payable and Accrued Expenses
The following table summarizes accounts payable and accrued expenses as of September 30, 2022 and December 31, 2021 (amounts in thousands):
September 30, 2022 December 31, 2021
Accrued property taxes $ 152,439 $ 52,545
Resident security deposits 119,510 105,809
Accrued construction and maintenance liabilities 80,250 50,655
Liability for consolidated land not owned (see Note 6) 65,301 —
Accrued interest 33,966 33,332
Prepaid rent 32,121 31,190
Operating lease liabilities 20,377 18,723
Accounts payable 3,426 1,113
Other accrued liabilities 59,850 50,159
Total $ 567,240 $ 343,526
Note 10. Shareholders’ Equity / Partners’ Capital
When the Company issues common or preferred shares, the Operating Partnership issues an equivalent number of units of partnership interest of a corresponding class to AH4R, with the Operating Partnership receiving the net proceeds from the share issuances.
Class A Common Share Offering
During the first quarter of 2022, the Company completed an underwritten public offering for 23,000,000 of its Class A common shares of beneficial interest, $ 0.01 par value per share, of which 10,000,000 shares were issued directly by the Company and 13,000,000
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shares were offered on a forward basis at the request of the Company by the forward sellers. In connection with this offering, the Company entered into forward sale agreements with the forward purchasers (the “January 2022 Forward Sale Agreements”) for these 13,000,000 shares which are accounted for in equity. The Company received net proceeds of $ 375.8 million from the 10,000,000 Class A common shares issued directly by the Company after deducting underwriting fees and before offering costs of approximately $ 0.2 million. The Company did not initially receive proceeds from the sale of the Class A common shares offered on a forward basis. In September 2022, the Company issued and physically settled 5,000,000 Class A common shares under the January 2022 Forward Sale Agreements, receiving net proceeds of $ 185.6 million. The Company used these net proceeds to repay indebtedness under its revolving credit facility and for general corporate purposes.
As of September 30, 2022, 8,000,000 Class A common shares remained available for future settlement under the January 2022 Forward Sale Agreements. The Company expects to physically settle the remaining shares by January 20, 2023 through the delivery of the Class A common shares and expects that net proceeds will be approximately $ 297.1 million. The Company expects to use these net proceeds (i) to repay indebtedness it has incurred or expects to incur under its revolving credit facility, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iv) for general corporate purposes. Although the Company expects to physically settle, the January 2022 Forward Sale Agreements allow the Company to cash or net-share settle all or a portion of its obligations. If the Company elects to cash or net share settle the January 2022 Forward Sale Agreements, the Company may not receive any proceeds, and may owe cash or Class A common shares to the forward purchasers in certain circumstances. The January 2022 Forward Sale Agreements are subject to early termination or settlement under certain circumstances.
At-the-Market Common Share Offering Program
The Company maintains an at-the-market common share offering program under which it can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $ 500.0 million (the “At-the-Market Program”). The At-the-Market Program also provides that we may enter into forward contracts for our Class A common shares with forward sellers and forward purchasers. The Company intends to use any net proceeds from the At-the-Market Program (i) to repay indebtedness the Company has incurred or expects to incur under its revolving credit facility, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iv) for working capital and general corporate purposes, including repurchases of the Company’s securities, acquisitions of additional properties, capital expenditures and the expansion, redevelopment and/or improvement of properties in the Company’s portfolio. The At-the-Market Program may be suspended or terminated by the Company at any time. During the nine months ended September 30, 2022 and 2021, no shares were issued under the At-the-Market Program. As of September 30, 2022, 1,835,416 shares have been issued under the At-the-Market Program and $ 425.2 million remained available for future share issuances.
Share Repurchase Program
The Company’s board of trustees authorized the establishment of our share repurchase program for the repurchase of up to $ 300.0 million of our outstanding Class A common shares and up to $ 250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the nine months ended September 30, 2022 and 2021, we did no t repurchase and retire any of our Class A common shares or preferred shares. As of September 30, 2022, we had a remaining repurchase authorization of up to $ 265.1 million of our outstanding Class A common shares and up to $ 250.0 million of our outstanding preferred shares under the program.
Perpetual Preferred Shares
As of September 30, 2022 and December 31, 2021, the Company had the following series of perpetual preferred shares outstanding (amounts in thousands, except share data):
September 30, 2022 December 31, 2021
Series Issuance Date Earliest Redemption Date Dividend Rate Outstanding Shares Current Liquidation Value Outstanding Shares Current Liquidation Value
Series F perpetual preferred shares 4/24/2017 4/24/2022 5.875 % — $ — 6,200,000 $ 155,000
Series G perpetual preferred shares 7/17/2017 7/17/2022 5.875 % 4,600,000 115,000 4,600,000 115,000
Series H perpetual preferred shares 9/19/2018 9/19/2023 6.250 % 4,600,000 115,000 4,600,000 115,000
Total preferred shares 9,200,000 $ 230,000 15,400,000 $ 385,000
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During the second quarter of 2022, the Company redeemed all 6,200,000 shares of the outstanding 5.875 % Series F perpetual preferred shares, $ 0.01 par value per share, for cash at the liquidation preference of $ 25.00 per share plus any accrued and unpaid dividends in accordance with the terms of such shares. The Operating Partnership also redeemed its corresponding Series F perpetual preferred units. As a result of the redemption, the Company recorded a $ 5.3 million allocation of income to the Series F perpetual preferred shareholders within the condensed consolidated statements of operations during the nine months ended September 30, 2022, which represents the initial liquidation value of the Series F perpetual preferred shares in excess of its carrying value as of the redemption date.
Distributions
The Company’s board of trustees declared the following distributions during the respective quarters. The Operating Partnership funds the payment of distributions, and the board of trustees declared an equivalent amount of distributions on the corresponding OP units.
For the Three Months Ended
Security September 30,
2022 June 30,
2022 March 31,
2022 September 30,
2021 June 30,
2021 March 31,
2021
Class A and Class B common shares $ 0.18 $ 0.18 $ 0.18 $ 0.10 $ 0.10 $ 0.10
6.500 % Series D perpetual preferred shares (1)
— — — — 0.30 0.41
6.350 % Series E perpetual preferred shares (2)
— — — — 0.40 0.40
5.875 % Series F perpetual preferred shares (3)
— 0.14 0.37 0.37 0.37 0.37
5.875 % Series G perpetual preferred shares
0.37 0.37 0.37 0.37 0.37 0.37
6.250 % Series H perpetual preferred shares
0.39 0.39 0.39 0.39 0.39 0.39
(1) The 6.500 % Series D perpetual preferred shares were redeemed on June 7, 2021.
(2) The 6.350 % Series E perpetual preferred shares were redeemed on June 30, 2021.
(3) The 5.875 % Series F perpetual preferred shares were redeemed on May 5, 2022.
Noncontrolling Interest
Noncontrolling interest as reflected in the Company’s condensed consolidated balance sheets primarily consists of the interests held by former American Homes 4 Rent, LLC (“AH LLC”) members in units in the Operating Partnership. Former AH LLC members owned 50,779,990 , or approximately 12.5 % and 13.0 %, of the total 404,821,515 and 389,374,771 Class A units in the Operating Partnership as of September 30, 2022 and December 31, 2021, respectively. Noncontrolling interest also includes interests held by non-affiliates in Class A units in the Operating Partnership. Non-affiliate Class A unitholders owned 596,990 , or approximately 0.2 %, of the total 404,821,515 and 389,374,771 Class A units in the Operating Partnership as of September 30, 2022 and December 31, 2021, respectively. The OP units owned by former AH LLC members and non-affiliates are reflected as noncontrolling interest in the Company’s condensed consolidated balance sheets and limited partner capital in the Operating Partnership’s condensed consolidated balance sheets.
Note 11. Share-Based Compensation
2021 Equity Incentive Plan
The Company’s 2021 Equity Incentive Plan (the “2021 Plan”), which replaced the 2012 Equity Incentive Plan (the “2012 Plan”), provides for the issuance of Class A common shares through the grant of a variety of awards including stock options, stock appreciation rights, restricted share units (“RSUs”), unrestricted shares, dividend equivalent rights and performance-based awards. When the Company issues Class A common shares under the 2021 Plan, the Operating Partnership issues an equivalent number of Class A units to AH4R.
During the nine months ended September 30, 2022 and 2021, the Human Capital and Compensation Committee granted RSUs to employees that vest over a one - to three-year service period and RSUs to non-management trustees that vest over a one-year service period.
During the nine months ended September 30, 2022 and 2021, the Human Capital and Compensation Committee granted performance-based restricted share units (“PSUs”) to certain senior employees that cliff vest at the end of a three-year service period. The performance conditions of the PSUs are measured over the three-year performance period January 1, 2022 through December 31, 2024 for PSUs granted during the nine months ended September 30, 2022 and January 1, 2021 through December 31, 2023 for PSUs granted during the nine months ended September 30, 2021. A portion of the PSUs are based on (i) the achievement of relative total shareholder return compared to a specified peer group (the “TSR Awards”), and a portion are based on (ii) average annual growth in core funds from operations per share (the “Core FFO Awards”). The number of PSUs that may ultimately vest range from zero to 200 % of the number of PSUs granted based on the level of achievement of these performance conditions. For the TSR Awards, grant
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date fair value was determined using a multifactor Monte Carlo model and the resulting compensation cost is amortized over the service period regardless of whether the performance condition is achieved. For the Core FFO Awards, fair value is based on the market value on the date of grant and compensation cost is recognized based on the probable achievement of the performance condition at each reporting period.
The following table summarizes stock option activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2022 and 2021:
For the Nine Months Ended
September 30,
2022 2021
Options outstanding at beginning of period 824,300 1,090,300
Granted — —
Exercised ( 63,750 ) ( 259,000 )
Forfeited — —
Options outstanding at end of period 760,550 831,300
Options exercisable at end of period 755,550 793,800
The following table summarizes RSU activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2022 and 2021:
For the Nine Months Ended
September 30,
2022 2021
RSUs outstanding at beginning of period 1,050,599 651,537
Awarded 465,171 645,955
Vested ( 439,331 ) ( 208,574 )
Forfeited ( 37,045 ) ( 28,239 )
RSUs outstanding at end of period 1,039,394 1,060,679
The following table summarizes PSU activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2022 and 2021:
For the Nine Months Ended
September 30,
2022 2021
PSUs outstanding at beginning of period 92,319 —
Awarded 202,104 92,319
Vested — —
Forfeited — —
PSUs outstanding at end of period 294,423 92,319
2021 Employee Stock Purchase Plan
In 2021, the Company’s shareholders approved and the Company adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which provides for the issuance of 3,000,000 Class A common shares. The 2021 ESPP terminates in June 2031 or the date on which there are no longer any Class A common shares available for issuance. The 2021 ESPP allows employees to acquire the Company’s Class A common shares through payroll deductions, subject to maximum purchase limitations, during six-month purchase periods. The purchase price for Class A common shares may be set at a maximum discount equal to 85 % of the lower of the closing price of the Company’s Class A common shares on the first day or the last day of the applicable purchase period. When the Company issues Class A common shares under the 2021 ESPP, the Operating Partnership issues an equivalent number of Class A units to AH4R.
Share-Based Compensation Expense
The Company’s noncash share-based compensation expense relating to corporate administrative employees is included in general and administrative expense and the noncash share-based compensation expense relating to centralized and field property management employees is included in property management expenses. Noncash share-based compensation expense relating to employees involved in the purchases of single-family properties, including newly constructed properties from third-party builders, the development of single-family properties, or the disposal of certain properties or portfolios of properties is included in acquisition and other transaction
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costs. The following table summarizes the activity related to the Company’s noncash share-based compensation expense for the three and nine months ended September 30, 2022 and 2021 (amounts in thousands):
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2022 2021 2022 2021
General and administrative expense $ 3,390 $ 1,557 $ 13,352 $ 7,722
Property management expenses 1,015 680 3,146 2,278
Acquisition and other transaction costs 1,275 821 7,230 4,319
Total noncash share-based compensation expense $ 5,680 $ 3,058 $ 23,728 $ 14,319
Note 12. Earnings per Share / Unit
American Homes 4 Rent
The following table reflects the Company’s computation of net income per common share on a basic and diluted basis for the three and nine months ended September 30, 2022 and 2021 (amounts in thousands, except share and per share data):
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2022 2021 2022 2021
Numerator:
Net income $ 61,665 $ 48,501 $ 206,234 $ 149,236
Less:
Noncontrolling interest 7,464 5,869 24,119 14,012
Dividends on preferred shares 3,486 5,763 13,595 32,160
Redemption of perpetual preferred shares — — 5,276 15,879
Allocation to participating securities (1)
188 118 583 300
Numerator for income per common share–basic and diluted $ 50,527 $ 36,751 $ 162,661 $ 86,885
Denominator:
Weighted-average common shares outstanding–basic 348,944,055 324,002,538 347,730,579 320,267,903
Effect of dilutive securities:
Share-based compensation plan and forward sale equity contracts (2)
400,486 2,203,885 552,416 1,611,332
Weighted-average common shares outstanding–diluted (3)
349,344,541 326,206,423 348,282,995 321,879,235
Net income per common share:
Basic $ 0.14 $ 0.11 $ 0.47 $ 0.27
Diluted $ 0.14 $ 0.11 $ 0.47 $ 0.27
(1) Unvested RSUs that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per share using the two-class method.
(2) Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options and the dilutive effect of forward sale equity contracts under the treasury stock method (see Note 10. Shareholders’ Equity / Partners’ Capital).
(3) The effect of the potential conversion of OP units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Class A common shares on a one -for-one basis. The income allocable to the OP units is allocated on this same basis and reflected as noncontrolling interest in the accompanying condensed consolidated financial statements. As such, the assumed conversion of the OP units would have no net impact on the determination of diluted earnings per share.
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American Homes 4 Rent, L.P.
The following table reflects the Operating Partnership’s computation of net income per common unit on a basic and diluted basis for the three and nine months ended September 30, 2022 and 2021 (amounts in thousands, except unit and per unit data):
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2022 2021 2022 2021
Numerator:
Net income $ 61,665 $ 48,501 $ 206,234 $ 149,236
Less:
Preferred distributions 3,486 5,763 13,595 32,160
Redemption of perpetual preferred units — — 5,276 15,879
Allocation to participating securities (1)
188 118 583 300
Numerator for income per common unit–basic and diluted $ 57,991 $ 42,620 $ 186,780 $ 100,897
Denominator:
Weighted-average common units outstanding–basic 400,321,035 375,379,518 399,107,559 371,739,755
Effect of dilutive securities:
Share-based compensation plan and forward sale equity contracts (2)
400,486 2,203,885 552,416 1,611,332
Weighted-average common units outstanding–diluted 400,721,521 377,583,403 399,659,975 373,351,087
Net income per common unit:
Basic $ 0.14 $ 0.11 $ 0.47 $ 0.27
Diluted $ 0.14 $ 0.11 $ 0.47 $ 0.27
(1) Unvested RSUs that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per unit using the two-class method.
(2) Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options and the dilutive effect of forward sale equity contracts under the treasury stock method (see Note 10. Shareholders’ Equity / Partners’ Capital).
Note 13. Fair Value
The carrying amount of rents and other receivables, restricted cash, escrow deposits, prepaid expenses and other assets, and accounts payable and accrued expenses generally approximate fair value because of the short maturity of these amounts.
Our notes receivable are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the notes receivable by modeling the expected contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As the estimated current market rates were not substantially different from the discount rates originally applied, the carrying amount of notes receivable, net approximates fair value.
Our asset-backed securitizations and revolving credit facility are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the asset-backed securitizations by modeling the contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As our revolving credit facility bears interest at a floating rate based on an index plus a spread (see Note 8. Debt), management believes that the carrying value (excluding deferred financing costs) of the revolving credit facility reasonably approximates fair value. Our unsecured senior notes are financial instruments classified as Level 2 in the fair value hierarchy as their fair values were estimated using observable inputs based on the market value of the last trade at the end of the period.
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The following table displays the carrying values and fair values of our debt instruments as of September 30, 2022 and December 31, 2021 (amounts in thousands):
September 30, 2022 December 31, 2021
Carrying Value Fair Value Carrying Value Fair Value
AH4R 2014-SFR2 securitization $ 466,825 $ 471,249 $ 470,039 $ 479,464
AH4R 2014-SFR3 securitization 481,567 486,365 485,005 495,659
AH4R 2015-SFR1 securitization 507,107 512,425 510,585 521,639
AH4R 2015-SFR2 securitization 439,770 444,771 442,717 455,264
Total asset-backed securitizations 1,895,269 1,914,810 1,908,346 1,952,026
2028 unsecured senior notes, net 495,759 461,625 495,166 554,895
2029 unsecured senior notes, net 396,402 375,716 395,990 463,840
2031 unsecured senior notes, net 440,873 340,875 440,095 442,953
2032 unsecured senior notes, net 581,041 492,774 — —
2051 unsecured senior notes, net 291,112 188,400 290,881 304,461
2052 unsecured senior notes, net 288,711 219,978 — —
Total unsecured senior notes, net 2,493,898 2,079,368 1,622,132 1,766,149
Revolving credit facility — — 350,000 350,000
Total debt $ 4,389,167 $ 3,994,178 $ 3,880,478 $ 4,068,175
During the first quarter of 2021, in anticipation of a debt issuance and in order to hedge interest rate risk, the Company entered into a treasury lock agreement with a notional amount of $ 400.0 million based on the 10-year treasury note rate at the time. The treasury lock was designated as a cash flow hedging instrument. The Company settled the treasury lock during the second quarter of 2021 in connection with the pricing of the 2031 unsecured senior notes, which resulted in a $ 4.0 million loss recorded in other comprehensive loss at the time that will be reclassified into earnings as an increase to interest expense over the 10-year term of the 2031 unsecured senior notes. The treasury lock was the only financial instrument recorded at fair value on a recurring basis in the condensed consolidated financial statements and was classified as Level 2 within the fair value hierarchy as its fair value was estimated using observable inputs based on the 10-year treasury note rate.
Note 14. Related Party Transactions
As of September 30, 2022 and December 31, 2021, affiliates owned approximately 12.9 % and 13.5 %, respectively, of the Company’s outstanding Class A common shares. On a fully-diluted basis, affiliates held (including consideration of 635,075 Class B common shares and 50,622,165 Class A units as of September 30, 2022 and December 31, 2021) an approximate 23.9 % and 24.8 % interest as of September 30, 2022 and December 31, 2021, respectively.
As of September 30, 2022 and December 31, 2021, the Operating Partnership had a receivable from affiliates of $ 25.7 million related to the asset-backed securitization certificates held by AH4R, which was included in amounts due from affiliates on the Operating Partnership’s condensed consolidated balance sheets.
See Note 7. Investments in Unconsolidated Joint Ventures for a description of related party transactions between the Company and its unconsolidated joint ventures.
Note 15. Commitments and Contingencies
As of September 30, 2022, the Company had commitments to acquire 102 single-family properties for an aggregate purchase price of $ 27.6 million, as well as $ 453.1 million in purchase commitments for land relating to our AMH Development Program, which includes certain land deals expected to close beyond twelve months when development is ready to commence. Purchase commitments exclude option contracts where we have acquired the right to purchase land for our AMH Development Program or single-family properties because the contracts do not contain provisions requiring our specific performance.
As of September 30, 2022, the Company had sales in escrow for approximately 140 of our single-family properties and 275 of our land lots for aggregate selling prices of $ 57.4 million.
As of September 30, 2022, the Company, as a condition for entering into some of its development contracts, had outstanding surety bonds of approximately $ 167.2 million.
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Legal Matters
During the third quarter of 2020, we received a notice from the Georgia Attorney General’s Office (the “Georgia AG”) seeking certain information relevant to an investigation they are conducting about our customary landlord-tenant matters. We have been cooperating with the Georgia AG and have been discussing a possible negotiated resolution with the Georgia AG.
We are involved in various other legal and administrative proceedings that are incidental to our business. We believe these matters will not have a materially adverse effect on our financial position or results of operations upon resolution.
Note 16. Subsequent Events
Subsequent Acquisitions
From October 1, 2022 through October 31, 2022, the Company added 154 properties to its portfolio for a total cost of approximately $ 54.2 million, which included 121 newly constructed properties delivered through our AMH Development Program and 19 newly constructed homes acquired from third-party developers through our National Builder Program.
Subsequent Dispositions
From October 1, 2022 through October 31, 2022, the Company disposed of 92 properties for aggregate net proceeds of approximately $ 27.3 million.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.