What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-03 compared with 2023-08-01 · 203 added, 107 removed, 764 unchanged (29% of the section changed)

3 unchanged sentences

(Amounts in thousands, except share data)

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Single-family properties:

22 unchanged sentences

Shareholders’ equity:

Class A common shares ($ 0.01 par value per share, 450,000,000 shares authorized, 361,365,692 and 352,881,826 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively)

Class B common shares ($ 0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at June 30, 2023 and December 31, 2022)

Preferred shares ($ 0.01 par value per share, 100,000,000 shares authorized, 9,200,000 shares issued and outstanding at June 30, 2023 and December 31, 2022)

Class A common shares ($ 0.01 par value per share, 450,000,000 shares authorized, 361,420,848 and 352,881,826 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively)

Class B common shares ($ 0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at September 30, 2023 and December 31, 2022)

Preferred shares ($ 0.01 par value per share, 100,000,000 shares authorized, 9,200,000 shares issued and outstanding at September 30, 2023 and December 31, 2022)

Additional paid-in capital 7,251,465 6,931,819

10 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

6 unchanged sentences

Depreciation and amortization 114,863 109,319 340,779 313,688

Hurricane-related charges, net — 6,133 — 6,133

Total expenses 368,805 354,978 1,063,577 989,191

17 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

59 unchanged sentences

interest Total

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

American Homes 4 Rent

Condensed Consolidated Statements of Equity (continued)

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

Class A common shares Class B common shares Preferred shares

of shares Amount Number

of shares Amount Additional

capital Accumulated

deficit Accumulated other comprehensive income Shareholders’

equity Noncontrolling

interest Total

Balances at December 31, 2022 352,881,826 $ 3,529 635,075 $ 6 9,200,000 $ 92 $ 6,931,819 $ ( 440,791 ) $ 1,332 $ 6,495,987 $ 678,671 $ 7,174,658

23 unchanged sentences

Balances at June 30, 2023 361,365,692 $ 3,614 635,075 $ 6 9,200,000 $ 92 $ 7,244,204 $ ( 385,434 ) $ 1,090 $ 6,863,572 $ 686,673 $ 7,550,245

American Homes 4 Rent

Condensed Consolidated Statements of Equity (continued)

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

Class A common shares Class B common shares Preferred shares

of shares Amount Number

of shares Amount Additional

capital Accumulated

deficit Accumulated other comprehensive income Shareholders’

equity Noncontrolling

interest Total

Balances at June 30, 2023 361,365,692 $ 3,614 635,075 $ 6 9,200,000 $ 92 $ 7,244,204 $ ( 385,434 ) $ 1,090 $ 6,863,572 $ 686,673 $ 7,550,245

Share-based compensation — — — — — — 6,416 — — 6,416 — 6,416

Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 55,156 — — — — — 845 — — 845 — 845

Distributions to equity holders:

Preferred shares (Note 10)

— — — — — — — ( 3,486 ) — ( 3,486 ) — ( 3,486 )

Noncontrolling interests — — — — — — — — — — ( 11,303 ) ( 11,303 )

Common shares ( 0.22 per share)

— — — — — — — ( 80,131 ) — ( 80,131 ) — ( 80,131 )

Net income — — — — — — — 77,599 — 77,599 10,493 88,092

Total other comprehensive loss — — — — — — — — ( 125 ) ( 125 ) ( 17 ) ( 142 )

Balances at September 30, 2023 361,420,848 $ 3,614 635,075 $ 6 9,200,000 $ 92 $ 7,251,465 $ ( 391,452 ) $ 965 $ 6,864,690 $ 685,846 $ 7,550,536

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

For the Six Months Ended

For the Nine Months Ended

September 30,

Operating activities

25 unchanged sentences

Cash paid for development activity ( 708,823 ) ( 707,764 )

Cash paid for deposits on land option contracts ( 1,142 ) ( 10,686 )

Other investing activities ( 31,063 ) ( 36,021 )

22 unchanged sentences

(Amounts in thousands)

For the Six Months Ended

For the Nine Months Ended

September 30,

Supplemental cash flow information

12 unchanged sentences

(Amounts in thousands, except unit data)

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Single-family properties:

23 unchanged sentences

General partner:

Common units ( 362,000,767 and 353,516,901 units issued and outstanding at June 30, 2023 and December 31, 2022, respectively)

Common units ( 362,055,923 and 353,516,901 units issued and outstanding at September 30, 2023 and December 31, 2022, respectively)

6,641,885 6,272,815

Preferred units ( 9,200,000 units issued and outstanding at June 30, 2023 and December 31, 2022)

Preferred units ( 9,200,000 units issued and outstanding at September 30, 2023 and December 31, 2022)

221,840 221,840

Limited partner:

Common units ( 51,376,980 units issued and outstanding at June 30, 2023 and December 31, 2022)

Common units ( 51,376,980 units issued and outstanding at September 30, 2023 and December 31, 2022)

685,708 678,477

7 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

6 unchanged sentences

Depreciation and amortization 114,863 109,319 340,779 313,688

Hurricane-related charges, net — 6,133 — 6,133

Total expenses 368,805 354,978 1,063,577 989,191

16 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

40 unchanged sentences

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

American Homes 4 Rent, L.P.

26 unchanged sentences

Balances at June 30, 2023 362,000,767 $ 6,640,642 $ 221,840 51,376,980 $ 686,518 $ 1,245 $ 7,550,245

Share-based compensation — 6,416 — — — — 6,416

Common units issued under share-based compensation plans, net of units withheld for employee taxes 55,156 845 — — — — 845

Distributions to capital holders:

Preferred units (Note 10)

— — ( 3,486 ) — — — ( 3,486 )

Common units ($ 0.22 per unit)

— ( 80,131 ) — — ( 11,303 ) — ( 91,434 )

Net income — 74,113 3,486 — 10,493 — 88,092

Total other comprehensive loss — — — — — ( 142 ) ( 142 )

Balances at September 30, 2023 362,055,923 $ 6,641,885 $ 221,840 51,376,980 $ 685,708 $ 1,103 $ 7,550,536

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

For the Six Months Ended

For the Nine Months Ended

September 30,

Operating activities

25 unchanged sentences

Cash paid for development activity ( 708,823 ) ( 707,764 )

Cash paid for deposits on land option contracts ( 1,142 ) ( 10,686 )

Other investing activities ( 31,063 ) ( 36,021 )

21 unchanged sentences

(Amounts in thousands)

For the Six Months Ended

For the Nine Months Ended

September 30,

Supplemental cash flow information

16 unchanged sentences

References to the “Company,” “we,” “our” and “us” mean collectively AMH, the Operating Partnership and those entities/subsidiaries owned or controlled by AMH and/or the Operating Partnership.

As of June 30, 2023, the Company held 58,693 single-family properties in 21 states, including 648 properties classified as held for sale.

AMH is the general partner of, and as of June 30, 2023 owned approximately 87.6 % of the common partnership interest in, the Operating Partnership.

As of September 30, 2023, the Company held 59,092 single-family properties in 21 states, including 700 properties classified as held for sale.

AMH is the general partner of, and as of September 30, 2023 owned approximately 87.6 % of the common partnership interest in, the Operating Partnership.

The remaining 12.4 % of the common partnership interest was owned by limited partners.

31 unchanged sentences

The investments in the 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 June 30, 2023, the carrying value of the investments in these venture capital funds was $ 13.5 million and the Company’s maximum exposure to loss was $ 16.1 million, which includes all future capital funding requirements.

As of September 30, 2023, the carrying value of the investments in these venture capital funds was $ 13.3 million and the Company’s maximum exposure to loss was $ 16.1 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 June 30, 2023, the carrying value of the deposits with land banking entities and the Company’s maximum exposure to loss was $ 14.5 million.

As of September 30, 2023, the carrying value of the deposits with land banking entities and the Company’s maximum exposure to loss was $ 15.7 million.

Cash, Cash Equivalents and Restricted Cash

3 unchanged sentences

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):

June 30, December 31,

September 30, December 31,

2023 2022 2022 2021

3 unchanged sentences

Real Estate Assets, Net

The net book values of real estate assets consisted of the following as of June 30, 2023 and December 31, 2022 (amounts in thousands):

June 30, 2023 December 31, 2022

The net book values of real estate assets consisted of the following as of September 30, 2023 and December 31, 2022 (amounts in thousands):

September 30, 2023 December 31, 2022

Occupied single-family properties $ 9,627,171 $ 9,419,098

8 unchanged sentences

Total real estate assets, net $ 11,627,505 $ 11,324,609

Depreciation expense related to single-family properties was $ 108.3 million and $ 100.6 million for the three months ended June 30, 2023 and 2022, respectively, and $ 216.1 million and $ 196.8 million for the six months ended June 30, 2023 and 2022, respectively.

The following table summarizes the Company’s dispositions of single-family properties and land for the three and six months ended June 30, 2023 and 2022 (amounts in thousands, except property data):

Depreciation expense related to single-family properties was $ 109.6 million and $ 105.1 million for the three months ended September 30, 2023 and 2022, respectively, and $ 325.7 million and $ 301.9 million for the nine months ended September 30, 2023 and 2022, respectively.

The following table summarizes the Company’s dispositions of single-family properties and land for the three and nine months ended September 30, 2023 and 2022 (amounts in thousands, except property data):

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

9 unchanged sentences

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 $ 45.8 million and $ 43.1 million for the three months ended June 30, 2023 and 2022, respectively, and $ 101.2 million and $ 95.4 million for the six months ended June 30, 2023 and 2022, respectively.

Variable lease payments for fees from single-family properties were $ 7.4 million and $ 6.9 million for the three months ended June 30, 2023 and 2022, respectively, and $ 14.8 million and $ 13.0 million for the six months ended June 30, 2023 and 2022, respectively.

Variable lease payments for tenant charge-backs were $ 65.8 million and $ 62.0 million for the three months ended September 30, 2023 and 2022, respectively, and $ 167.0 million and $ 157.4 million for the nine months ended September 30, 2023 and 2022, respectively.

Variable lease payments for fees from single-family properties were $ 8.0 million and $ 7.0 million for the three months ended September 30, 2023 and 2022, respectively, and $ 22.9 million and $ 20.0 million for the nine months ended September 30, 2023 and 2022, respectively.

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 June 30, 2023 (amounts in thousands):

June 30, 2023

The following table summarizes future minimum rental revenues under existing leases on our properties as of September 30, 2023 (amounts in thousands):

September 30, 2023

Remaining 2023 $ 310,113

Thereafter 19

Total $ 814,322

As of June 30, 2023 and December 31, 2022, rent and other receivables included $ 5.2 million and $ 5.0 million, respectively, of insurance claims receivables related to Hurricane Ian and Winter Storm Elliott.

As of September 30, 2023 and December 31, 2022, rent and other receivables included $ 1.9 million and $ 5.0 million, respectively, of insurance claims receivables related to Hurricane Ian and Winter Storm Elliott.

Escrow Deposits, Prepaid Expenses and Other Assets

The following table summarizes the components of escrow deposits, prepaid expenses and other assets as of June 30, 2023 and December 31, 2022 (amounts in thousands):

June 30, 2023 December 31, 2022

The following table summarizes the components of escrow deposits, prepaid expenses and other assets as of September 30, 2023 and December 31, 2022 (amounts in thousands):

September 30, 2023 December 31, 2022

Consolidated land not owned $ 132,892 $ 108,114

5 unchanged sentences

Total $ 372,157 $ 331,446

Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $ 4.2 million and $ 3.1 million for the three months ended June 30, 2023 and 2022, respectively, and $ 8.4 million and $ 6.1 million for the six months ended June 30, 2023 and 2022, respectively.

Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $ 4.5 million and $ 3.5 million for the three months ended September 30, 2023 and 2022, respectively, and $ 12.9 million and $ 9.6 million for the nine months ended September 30, 2023 and 2022, respectively.

Deferred Costs and Other Intangibles, Net

Deferred costs and other intangibles, net consisted of the following as of June 30, 2023 and December 31, 2022 (amounts in thousands):

June 30, 2023 December 31, 2022

Deferred costs and other intangibles, net consisted of the following as of September 30, 2023 and December 31, 2022 (amounts in thousands):

September 30, 2023 December 31, 2022

Deferred leasing costs $ 3,072 $ 2,375

3 unchanged sentences

Total $ 8,369 $ 10,237

Amortization expense related to deferred leasing costs was $ 0.7 million for both the three months ended June 30, 2023 and 2022 and $ 1.4 million and $ 1.5 million for the six months ended June 30, 2023 and 2022, 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 $ 0.6 million and $ 0.7 million for the three months ended June 30, 2023 and 2022, respectively, and $ 1.3 million and $ 1.4 million for the six months ended June 30, 2023 and 2022, respectively, and is included in gross interest, prior to interest capitalization (see Note 8.

The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of June 30, 2023 for future periods (amounts in thousands):

Amortization expense related to deferred leasing costs was $ 0.8 million and $ 0.7 million for the three months ended September 30, 2023 and 2022, respectively, and $ 2.2 million for both the nine months ended September 30, 2023 and 2022, 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, 2023 and 2022, and $ 2.0 million and $ 2.1 million for the nine months ended September 30, 2023 and 2022, respectively, and is included in gross interest, prior to interest capitalization (see Note 8.

The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of September 30, 2023 for future periods (amounts in thousands):

Leasing Costs Deferred

6 unchanged sentences

Investments in Unconsolidated Joint Ventures

As of June 30, 2023, the Company held 20 % ownership interests in three unconsolidated joint ventures.

As of September 30, 2023, the Company held 20 % ownership interests in four 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.

1 unchanged sentence

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.

During the first quarter of 2023, the parties to the J.P.

Morgan JV agreed to reinvest proceeds from debt financing obtained in the first quarter of 2022 (see below) to increase the size of the joint venture up to approximately $ 900.0 million.

Morgan Asset Management (“J.P.

Morgan JV I”) during the first quarter of 2020 focused on constructing and operating newly built rental homes.

During the first quarter of 2023, the parties to J.P.

Morgan JV I agreed to reinvest proceeds from debt financing obtained in the first quarter of 2022 (see below) to increase the size of the joint venture up to approximately $ 900.0 million.

The changes do not impact the accounting treatment of the joint venture.

In July 2023, the Company entered into a $ 625 million second strategic joint venture with institutional investors advised by J.P.

Morgan Asset Management focused on constructing and operating newly built rental homes.

Morgan Asset Management (“J.P.

Morgan JV II”) focused on constructing and operating newly built rental homes.

The Company holds a 20 % ownership interest in the joint venture, which has an evergreen term.

Additionally, the Company will earn fees for development and management services provided to the joint venture and have an opportunity to earn a promoted interest after construction and initial operation of the joint venture’s properties.

The following table summarizes our investments in unconsolidated joint ventures as of June 30, 2023 and December 31, 2022 (amounts in thousands, except percentages and property data):

The following table summarizes our investments in unconsolidated joint ventures as of September 30, 2023 and December 31, 2022 (amounts in thousands, except percentages and property data):

Joint Venture Description % Ownership at

June 30, 2023 Completed Homes at

June 30, 2023 Balances at

September 30, 2023 Completed Homes at

September 30, 2023 Balances at

December 31, 2022

1 unchanged sentence

Institutional Investor JV 20 % 1,015 15,655 16,567

Morgan JV 20 % 1,602 75,807 71,890

Morgan JV I 20 % 1,698 75,776 71,890

Morgan JV II 20 % — 8,236 —

2,936 $ 117,350 $ 107,347

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 $ 2.9 million and $ 3.6 million for the three months ended June 30, 2023 and 2022, respectively, and $ 6.2 million and $ 6.4 million for the six months ended June 30, 2023 and 2022, respectively, and is included in other income and expense, net within the condensed consolidated statements of operations.

Management fee and development fee income from unconsolidated joint ventures was $ 1.5 million and $ 3.8 million for the three months ended September 30, 2023 and 2022, respectively, and $ 7.7 million and $ 10.2 million for the nine months ended September 30, 2023 and 2022, 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.

2 unchanged sentences

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 first quarter of 2022, J.P.

Morgan JV I 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 June 30, 2023, the joint venture’s loan had a $ 324.0 million outstanding principal balance.

As of September 30, 2023, the joint venture’s loan had a $ 324.0 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.

1 unchanged sentence

The loan agreement provides for two one-year extension options that include additional fees and interest.

As of June 30, 2023, the joint venture’s loan had a $ 232.7 million outstanding principal balance.

As of September 30, 2023, 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.

Morgan JV I and Institutional Investor JV loans that may become a liability for us upon a voluntary bankruptcy filing by the joint ventures or the occurrence of other actions such as fraud or a material misrepresentation by us or the joint ventures.

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.

2 unchanged sentences

AMH 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 June 30, 2023 and December 31, 2022 (amounts in thousands):

The following table presents the Company’s debt as of September 30, 2023 and December 31, 2022 (amounts in thousands):

Outstanding Principal Balance

Interest Rate (1)

Maturity Date June 30, 2023 December 31, 2022

Maturity Date September 30, 2023 December 31, 2022

AMH 2014-SFR2 securitization 4.42 % October 9, 2024 $ 463,199 $ 468,138

20 unchanged sentences

Total debt per balance sheet $ 4,375,046 $ 4,515,998

(1) Interest rates are rounded and as of June 30, 2023.

(1) Interest rates are rounded and as of September 30, 2023.

Unless otherwise stated, interest rates are fixed percentages.

5 unchanged sentences

(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 $ 4.0 million committed to outstanding letters of credit that reduced our borrowing capacity as of both June 30, 2023 and December 31, 2022.

(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 $ 4.0 million committed to outstanding letters of credit that reduced our borrowing capacity as of September 30, 2023 and December 31, 2022, respectively.

During the second quarter of 2023, the Company amended its revolving credit facility in connection with the transition from the London Inter-Bank Offered Rate to the SOFR.

The revolving credit facility bears interest at SOFR, as adjusted for the Company’s SOFR spread, plus 0.90 % as of June 30, 2023.

The revolving credit facility bears interest at SOFR, as adjusted for the Company’s SOFR spread, plus 0.90 % as of September 30, 2023.

(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 $ 1.7 million for the three months ended June 30, 2023 and 2022, respectively, and $ 3.5 million and $ 3.3 million for the six months ended June 30, 2023 and 2022, respectively, and is included in gross interest, prior to interest capitalization.

Amortization of deferred financing costs related to our asset-backed securitizations and unsecured senior notes was $ 1.7 million and $ 1.8 million for the three months ended September 30, 2023 and 2022, respectively, and $ 5.2 million and $ 5.1 million for the nine months ended September 30, 2023 and 2022, respectively, and is included in gross interest, prior to interest capitalization.

Debt Maturities

The following table summarizes the contractual maturities of the Company’s principal debt balances on a fully extended basis as of June 30, 2023 (amounts in thousands):

The following table summarizes the contractual maturities of the Company’s principal debt balances on a fully extended basis as of September 30, 2023 (amounts in thousands):

Debt Maturities

3 unchanged sentences

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 six months ended June 30, 2023 and 2022 (amounts in thousands):

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, 2023 and 2022 (amounts in thousands):

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

3 unchanged sentences

Accounts Payable and Accrued Expenses

The following table summarizes accounts payable and accrued expenses as of June 30, 2023 and December 31, 2022 (amounts in thousands):

June 30, 2023 December 31, 2022

The following table summarizes accounts payable and accrued expenses as of September 30, 2023 and December 31, 2022 (amounts in thousands):

September 30, 2023 December 31, 2022

Accrued property taxes $ 165,391 $ 51,586

17 unchanged sentences

At-the-Market Common Share Offering Program

In June 2023, the Company entered into a new at-the-market common share offering program, replacing the previously expiring 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 $ 1.0 billion (the “June 2023 At-the-Market Program”).

During the second quarter of 2023, the Company entered into a new at-the-market common share offering program, replacing the previously expiring 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 $ 1.0 billion (the “June 2023 At-the-Market Program”).

The June 2023 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 June 2023 At-the-Market Program (i) to repay indebtedness the Company has incurred or expects to incur under its revolving credit facility or other debt obligations under its securitizations, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with the Company’s 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.

improvement of properties in the Company’s portfolio.

The June 2023 At-the-Market Program may be suspended or terminated by the Company at any time.

As of June 30, 2023, no shares have been issued under the June 2023 At-the-Market Program and $ 1.0 billion remained available for future share issuances.

As of September 30, 2023, no shares have been issued under the June 2023 At-the-Market Program and $ 1.0 billion remained available for future share issuances.

Share Repurchase Program

3 unchanged sentences

The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units.

During the six months ended June 30, 2023 and 2022, we did no t repurchase and retire any of our Class A common shares or preferred shares.

As of June 30, 2023, 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.

During the nine months ended September 30, 2023 and 2022, we did not repurchase and retire any of our Class A common shares or preferred shares.

As of September 30, 2023, 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 June 30, 2023 and December 31, 2022, the Company had the following series of perpetual preferred shares outstanding (amounts in thousands, except share data):

June 30, 2023 December 31, 2022

As of September 30, 2023 and December 31, 2022, the Company had the following series of perpetual preferred shares outstanding (amounts in thousands, except share data):

September 30, 2023 December 31, 2022

Series Issuance Date Earliest Redemption Date Dividend Rate Outstanding Shares Current Liquidation Value Outstanding Shares Current Liquidation Value

6 unchanged sentences

For the Three Months Ended

Security June 30,

Security September 30,

2023 June 30,

2023 March 31,

2023 September 30,

2022 June 30,

10 unchanged sentences

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 12.3 % and 12.5 %, of the total 413,377,747 and 404,893,881 Class A units in the Operating Partnership as of June 30, 2023 and December 31, 2022, respectively.

Former AH LLC members owned 50,779,990 , or approximately 12.3 % and 12.5 %, of the total 413,432,903 and 404,893,881 Class A units in the Operating Partnership as of September 30, 2023 and December 31, 2022, 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 0.1 % and 0.2 %, of the total 413,377,747 and 404,893,881 Class A units in the Operating Partnership as of June 30, 2023 and December 31, 2022, respectively.

Non-affiliate Class A unitholders owned 596,990 , or approximately 0.1 % and 0.2 %, of the total 413,432,903 and 404,893,881 Class A units in the Operating Partnership as of September 30, 2023 and December 31, 2022, 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.

4 unchanged sentences

When the Company issues Class A common shares under the 2012 Plan and 2021 Plan, the Operating Partnership issues an equivalent number of Class A units to AMH.

RSUs granted to employees during the six months ended June 30, 2023 and 2022 generally vest over a three-year service period.

RSUs granted to non-management trustees during the six months ended June 30, 2023 and 2022 vest over a one-year service period.

Performance-based restricted share units (“PSUs”) granted to certain senior employees during the six months ended June 30, 2023 and 2022 cliff vest at the end of a three-year service period based on satisfaction of performance conditions.

The performance conditions of the PSUs are measured over the three-year performance period January 1, 2023 through December 31, 2025 for PSUs granted during the six months ended June 30, 2023 and January 1, 2022 through December 31, 2024 for PSUs granted during the six months ended June 30, 2022.

RSUs granted to employees during the nine months ended September 30, 2023 and 2022 generally vest over a three-year service period.

RSUs granted to non-management trustees during the nine months ended September 30, 2023 and 2022 vest over a one-year service period.

Performance-based restricted share units (“PSUs”) granted to certain senior employees during the nine months ended September 30, 2023 and 2022 cliff vest at the end of a three-year service period based on satisfaction of performance conditions.

The performance conditions of the PSUs are measured over the three-year performance period January 1, 2023 through December 31, 2025 for PSUs granted during the nine months ended September 30, 2023 and January 1, 2022 through December 31, 2024 for PSUs granted during the nine months ended September 30, 2022.

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”).

2 unchanged sentences

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 six months ended June 30, 2023 and 2022:

For the Six Months Ended

The following table summarizes stock option activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2023 and 2022:

For the Nine Months Ended

September 30,

Options outstanding at beginning of period 730,550 824,300

3 unchanged sentences

Options exercisable at end of period 547,675 755,550

The following table summarizes RSU activity under the 2012 Plan and 2021 Plan for the six months ended June 30, 2023 and 2022:

For the Six Months Ended

The following table summarizes RSU activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2023 and 2022:

For the Nine Months Ended

September 30,

RSUs outstanding at beginning of period 1,024,722 1,050,599

3 unchanged sentences

RSUs outstanding at end of period 1,092,838 1,039,394

The following table summarizes PSU activity under the 2012 Plan and 2021 Plan for the six months ended June 30, 2023 and 2022:

For the Six Months Ended

The following table summarizes PSU activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2023 and 2022:

For the Nine Months Ended

September 30,

PSUs outstanding at beginning of period 294,423 92,319

3 unchanged sentences

For the TSR Awards, the following assumptions were used in the calculation of fair value using the Monte Carlo simulation model:

For the Six Months Ended

For the Nine Months Ended

September 30,

Expected term (years) 3.0 3.0

12 unchanged sentences

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 costs.

The following table summarizes the activity related to the Company’s noncash share-based compensation expense for the three and six months ended June 30, 2023 and 2022 (amounts in thousands):

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, 2023 and 2022 (amounts in thousands):

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

5 unchanged sentences

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 six months ended June 30, 2023 and 2022 (amounts in thousands, except share and per share data):

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, 2023 and 2022 (amounts in thousands, except share and per share data):

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

16 unchanged sentences

(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 for the three and six months ended June 30, 2023 and 2022 and the dilutive effect of forward sale equity contracts under the treasury stock method for the three and six months ended June 30, 2022 (see Note 10.

(2) Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options and vesting of PSUs for the three and nine months ended September 30, 2023 and 2022 and the dilutive effect of forward sale equity contracts under the treasury stock method for the nine months ended September 30, 2022 (see Note 10.

Shareholders’ Equity / Partners’ Capital).

3 unchanged sentences

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 six months ended June 30, 2023 and 2022 (amounts in thousands, except unit and per unit data):

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, 2023 and 2022 (amounts in thousands, except unit and per unit data):

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

14 unchanged sentences

Shareholders’ Equity / Partners’ Capital).

8 unchanged sentences

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.

The following table displays the carrying values and fair values of our debt instruments as of June 30, 2023 and December 31, 2022 (amounts in thousands):

June 30, 2023 December 31, 2022

The following table displays the carrying values and fair values of our debt instruments as of September 30, 2023 and December 31, 2022 (amounts in thousands):

September 30, 2023 December 31, 2022

Carrying Value Fair Value Carrying Value Fair Value

14 unchanged sentences

Related Party Transactions

As of June 30, 2023 and December 31, 2022, affiliates owned approximately 12.7 % and 12.9 %, 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 June 30, 2023 and December 31, 2022) an approximate 23.5 % and 23.9 % interest as of June 30, 2023 and December 31, 2022, respectively.

As of June 30, 2023 and December 31, 2022, the Operating Partnership had a receivable from affiliates of $ 25.7 million related to the asset-backed securitization certificates held by AMH, which is included in amounts due from affiliates on the Operating Partnership’s condensed consolidated balance sheets.

As of September 30, 2023 and December 31, 2022, affiliates owned approximately 12.6 % and 12.9 %, 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, 2023 and December 31, 2022) an approximate 23.5 % and 23.9 % interest as of September 30, 2023 and December 31, 2022, respectively.

As of September 30, 2023 and December 31, 2022, the Operating Partnership had a receivable from affiliates of $ 25.7 million related to the asset-backed securitization certificates held by AMH, which is included in amounts due from affiliates on the Operating Partnership’s condensed consolidated balance sheets.

Investments in Unconsolidated Joint Ventures for a description of related party transactions between the Company and its unconsolidated joint ventures.

Commitments and Contingencies

As of June 30, 2023, the Company had commitments to acquire 37 single-family properties through our National Builder Program for an aggregate purchase price of $ 8.7 million, as well as $ 163.1 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.

As of September 30, 2023, the Company had commitments to acquire 43 single-family properties through our National Builder Program and traditional acquisition channel for an aggregate purchase price of $ 10.5 million, as well as $ 112.3 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 June 30, 2023, the Company had sales in escrow for approximately 101 of our single-family properties and 265 of our land lots for aggregate selling prices of $ 67.0 million.

As of June 30, 2023, the Company, as a condition for entering into some of its development contracts, had outstanding surety bonds of approximately $ 200.7 million.

As of September 30, 2023, the Company had sales in escrow for approximately 86 of our single-family properties and 188 of our land lots for aggregate selling prices of $ 57.9 million.

As of September 30, 2023, the Company, as a condition for entering into some of its development contracts, had outstanding surety bonds of approximately $ 218.2 million.

Legal Matters

5 unchanged sentences

Subsequent Acquisitions

From July 1, 2023 through July 21, 2023, the Company added 129 newly constructed properties to its portfolio for a total cost of approximately $ 44.5 million through its AMH Development Program.

From October 1, 2023 through October 27, 2023, the Company added 214 properties to its portfolio for a total cost of approximately $ 74.4 million, which included 205 newly constructed properties delivered through our AMH Development Program and nine properties acquired through our traditional acquisition channel.

Subsequent Dispositions

From July 1, 2023 through July 21, 2023, the Company disposed of 67 properties for aggregate net proceeds of approximately $ 22.3 million.

From October 1, 2023 through October 27, 2023, the Company disposed of 63 properties for aggregate net proceeds of approximately $ 18.4 million.

Revolving Credit Facility

From October 1, 2023 through October 31, 2023, the Company borrowed an additional $ 50.0 million under its revolving credit facility, resulting in $ 50.0 million of outstanding borrowings under its revolving credit facility as of October 31, 2023.

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-Q

Item 1. Financial Statements