Item 1. Financial Statements
Item 1. Financial Statements
American Homes 4 Rent
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share data)
September 30, 2024 December 31, 2023
(Unaudited)
Assets
Single-family properties:
Land $ 2,279,188 $ 2,234,301
Buildings and improvements 11,081,984 10,651,388
Single-family properties in operation 13,361,172 12,885,689
Less: accumulated depreciation ( 2,962,482 ) ( 2,719,970 )
Single-family properties in operation, net 10,398,690 10,165,719
Single-family properties under development and development land 1,205,372 1,409,424
Single-family properties and land held for sale, net 218,969 182,082
Total real estate assets, net 11,823,031 11,757,225
Cash and cash equivalents 162,477 59,385
Restricted cash 155,372 162,476
Rent and other receivables 49,727 42,823
Escrow deposits, prepaid expenses and other assets 378,402 406,138
Investments in unconsolidated joint ventures 154,997 114,198
Asset-backed securitization certificates — 25,666
Goodwill 120,279 120,279
Total assets $ 12,844,285 $ 12,688,190
Liabilities
Revolving credit facility $ — $ 90,000
Asset-backed securitizations, net 927,099 1,871,421
Unsecured senior notes, net 3,591,714 2,500,226
Accounts payable and accrued expenses 629,868 573,660
Total liabilities 5,148,681 5,035,307
Commitments and contingencies (see Note 15)
Equity
Shareholders’ equity:
Class A common shares ($ 0.01 par value per share, 450,000,000 shares authorized, 365,885,188 and 364,296,431 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)
3,659 3,643
Class B common shares ($ 0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at September 30, 2024 and December 31, 2023)
6 6
Preferred shares ($ 0.01 par value per share, 100,000,000 shares authorized, 9,200,000 shares issued and outstanding at September 30, 2024 and December 31, 2023)
92 92
Additional paid-in capital 7,412,232 7,357,848
Accumulated deficit ( 407,251 ) ( 394,908 )
Accumulated other comprehensive income 2,756 843
Total shareholders’ equity 7,011,494 6,967,524
Noncontrolling interest 684,110 685,359
Total equity 7,695,604 7,652,883
Total liabilities and equity $ 12,844,285 $ 12,688,190
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,
2024 2023 2024 2023
Rents and other single-family property revenues $ 445,055 $ 421,697 $ 1,292,104 $ 1,214,948
Expenses:
Property operating expenses 172,031 167,041 477,428 456,662
Property management expenses 31,973 30,785 95,757 92,251
General and administrative expense 19,247 18,336 62,825 56,128
Interest expense 43,611 34,381 120,866 105,107
Acquisition and other transaction costs 2,605 3,399 8,866 12,650
Depreciation and amortization 119,691 114,863 353,020 340,779
Hurricane-related charges, net 3,904 — 3,904 —
Total expenses 393,062 368,805 1,122,666 1,063,577
Gain on sale and impairment of single-family properties and other, net 32,697 33,335 145,490 180,752
Loss on early extinguishment of debt ( 5,306 ) — ( 6,323 ) —
Other income and expense, net 8,256 1,865 15,664 9,082
Net income 87,640 88,092 324,269 341,205
Noncontrolling interest 10,333 10,493 38,559 41,140
Dividends on preferred shares 3,486 3,486 10,458 10,458
Net income attributable to common shareholders $ 73,821 $ 74,113 $ 275,252 $ 289,607
Weighted-average common shares outstanding:
Basic 366,981,466 362,426,273 366,757,369 361,665,436
Diluted 367,600,636 362,924,932 367,294,979 362,121,128
Net income attributable to common shareholders per share:
Basic $ 0.20 $ 0.20 $ 0.75 $ 0.80
Diluted $ 0.20 $ 0.20 $ 0.75 $ 0.80
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,
2024 2023 2024 2023
Net income $ 87,640 $ 88,092 $ 324,269 $ 341,205
Other comprehensive income (loss):
Cash flow hedging instruments:
Unrealized gain on cash flow hedging instruments 2,603 — 2,603 —
Reclassification adjustment for amortization of interest expense included in net income
( 141 ) ( 142 ) ( 423 ) ( 423 )
Other comprehensive income (loss) 2,462 ( 142 ) 2,180 ( 423 )
Comprehensive income 90,102 87,950 326,449 340,782
Comprehensive income attributable to noncontrolling interests 10,636 10,476 38,826 41,084
Dividends on preferred shares 3,486 3,486 10,458 10,458
Comprehensive income attributable to common shareholders $ 75,980 $ 73,988 $ 277,165 $ 289,240
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, 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
Share-based compensation — — — — — — 5,824 — — 5,824 — 5,824
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 264,466 2 — — — — ( 3,744 ) — — ( 3,742 ) — ( 3,742 )
Issuance of Class A common shares 8,000,000 80 — — — — 298,292 — — 298,372 — 298,372
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)
— — — — — — — ( 79,977 ) — ( 79,977 ) — ( 79,977 )
Net income — — — — — — — 120,951 — 120,951 16,748 137,699
Total other comprehensive loss — — — — — — — — ( 120 ) ( 120 ) ( 21 ) ( 141 )
Balances at March 31, 2023 361,146,292 $ 3,611 635,075 $ 6 9,200,000 $ 92 $ 7,232,191 $ ( 403,303 ) $ 1,212 $ 6,833,809 $ 684,095 $ 7,517,904
Share-based compensation — — — — — — 8,508 — — 8,508 — 8,508
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 219,400 3 — — — — 3,505 — — 3,508 — 3,508
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)
— — — — — — — ( 80,160 ) — ( 80,160 ) — ( 80,160 )
Net income — — — — — — — 101,515 — 101,515 13,899 115,414
Total other comprehensive loss — — — — — — — — ( 122 ) ( 122 ) ( 18 ) ( 140 )
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
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, 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
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, 2023 364,296,431 $ 3,643 635,075 $ 6 9,200,000 $ 92 $ 7,357,848 $ ( 394,908 ) $ 843 $ 6,967,524 $ 685,359 $ 7,652,883
Share-based compensation — — — — — — 9,925 — — 9,925 — 9,925
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes
457,794 5 — — — — ( 6,518 ) — — ( 6,513 ) — ( 6,513 )
Issuance of Class A common shares, net of offering costs of $ 34
932,746 9 — — — — 33,206 — — 33,215 — 33,215
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — ( 3,486 ) — ( 3,486 ) — ( 3,486 )
Noncontrolling interests — — — — — — — — — — ( 13,358 ) ( 13,358 )
Common shares ($ 0.26 per share)
— — — — — — — ( 95,889 ) — ( 95,889 ) — ( 95,889 )
Net income — — — — — — — 112,775 — 112,775 15,320 128,095
Total other comprehensive loss — — — — — — — — ( 122 ) ( 122 ) ( 19 ) ( 141 )
Balances at March 31, 2024 365,686,971 $ 3,657 635,075 $ 6 9,200,000 $ 92 $ 7,394,461 $ ( 381,508 ) $ 721 $ 7,017,429 $ 687,302 $ 7,704,731
Share-based compensation — — — — — — 10,484 — — 10,484 — 10,484
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes
176,574 2 — — — — 1,153 — — 1,155 — 1,155
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — ( 3,486 ) — ( 3,486 ) — ( 3,486 )
Noncontrolling interests — — — — — — — — — — ( 13,358 ) ( 13,358 )
Common shares ($ 0.26 per share)
— — — — — — — ( 95,932 ) — ( 95,932 ) — ( 95,932 )
Net income — — — — — — — 95,628 — 95,628 12,906 108,534
Total other comprehensive loss — — — — — — — — ( 124 ) ( 124 ) ( 17 ) ( 141 )
Balances at June 30, 2024 365,863,545 $ 3,659 635,075 $ 6 9,200,000 $ 92 $ 7,406,098 $ ( 385,298 ) $ 597 $ 7,025,154 $ 686,833 $ 7,711,987
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, 2024 365,863,545 $ 3,659 635,075 $ 6 9,200,000 $ 92 $ 7,406,098 $ ( 385,298 ) $ 597 $ 7,025,154 $ 686,833 $ 7,711,987
Share-based compensation — — — — — — 5,743 — — 5,743 — 5,743
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes
21,643 — — — — — 391 — — 391 — 391
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — ( 3,486 ) — ( 3,486 ) — ( 3,486 )
Noncontrolling interests — — — — — — — — — ( 13,359 ) ( 13,359 )
Common shares ( 0.26 per share)
— — — — — — — ( 95,774 ) — ( 95,774 ) — ( 95,774 )
Net income — — — — — — — 77,307 — 77,307 10,333 87,640
Total other comprehensive income — — — — — — — — 2,159 2,159 303 2,462
Balances at September 30, 2024 365,885,188 $ 3,659 635,075 $ 6 9,200,000 $ 92 $ 7,412,232 $ ( 407,251 ) $ 2,756 $ 7,011,494 $ 684,110 $ 7,695,604
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,
2024 2023
Operating activities
Net income $ 324,269 $ 341,205
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 353,020 340,779
Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments 8,966 9,193
Noncash share-based compensation 26,152 20,748
Loss on early extinguishment of debt 6,323 —
Equity in net loss (income) of unconsolidated entities 454 ( 1,581 )
Return on investment from unconsolidated joint ventures 1,946 1,788
Gain on sale and impairment of single-family properties and other, net ( 145,490 ) ( 180,752 )
Other changes in operating assets and liabilities:
Rent and other receivables ( 6,904 ) ( 8,206 )
Prepaid expenses and other assets 17,922 ( 3,606 )
Deferred leasing costs ( 2,832 ) ( 2,368 )
Accounts payable and accrued expenses 125,788 104,670
Amounts due from related parties ( 266 ) 1,504
Net cash provided by operating activities 709,348 623,374
Investing activities
Cash paid for single-family properties ( 12,013 ) ( 5,862 )
Change in escrow deposits for purchase of single-family properties ( 5,870 ) 2,808
Net proceeds received from sales of single-family properties and other 382,921 384,343
Proceeds received from storm-related insurance claims — 2,185
Proceeds from notes receivable related to the sale of properties 370 663
Investment in unconsolidated joint ventures ( 15,538 ) ( 12,519 )
Distributions from joint ventures 115,409 34,352
Renovations to single-family properties ( 29,771 ) ( 23,886 )
Recurring and other capital expenditures for single-family properties ( 81,197 ) ( 106,372 )
Cash paid for development activity ( 651,768 ) ( 708,823 )
Cash paid for deposits on land option contracts ( 653 ) ( 1,142 )
Proceeds from asset-backed securitization certificates 25,666 —
Other investing activities ( 20,604 ) ( 31,063 )
Net cash used for investing activities ( 293,048 ) ( 465,316 )
Financing activities
Proceeds from issuance of Class A common shares 33,249 298,372
Payments of Class A common share issuance costs ( 34 ) —
Proceeds from issuances under share-based compensation plans 3,875 4,453
Payments related to tax withholding for share-based compensation ( 8,842 ) ( 3,842 )
Payments on asset-backed securitizations ( 948,812 ) ( 18,533 )
Payments on revolving credit facility ( 90,000 ) ( 130,000 )
Proceeds from unsecured senior notes, net of discount 1,096,633 —
Payments related to liabilities to repurchase consolidated land not owned ( 47,863 ) —
Distributions to noncontrolling interests ( 39,965 ) ( 33,774 )
Distributions to common shareholders ( 287,126 ) ( 239,589 )
Distributions to preferred shareholders ( 10,458 ) ( 10,458 )
Deferred financing costs paid ( 20,969 ) —
Net cash used for financing activities ( 320,312 ) ( 133,371 )
Net increase in cash, cash equivalents and restricted cash 95,988 24,687
Cash, cash equivalents and restricted cash, beginning of period (see Note 3) 221,861 217,960
Cash, cash equivalents and restricted cash, end of period (see Note 3) $ 317,849 $ 242,647
8
American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
2024 2023
Supplemental cash flow information
Cash payments for interest, net of amounts capitalized $ ( 109,684 ) $ ( 102,920 )
Supplemental schedule of noncash investing and financing activities
Accrued property renovations and development expenditures $ 58,723 $ 84,224
Transfers of completed homebuilding deliveries to properties 695,969 514,180
Property and land contributions to unconsolidated joint ventures ( 156,934 ) ( 33,385 )
Unrealized gain on cash flow hedging instruments 2,603 —
Noncash right-of-use assets obtained in exchange for operating lease liabilities 440 551
Accrued distributions to affiliates 1,717 1,083
Accrued distributions to non-affiliates 162 138
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, 2024 December 31, 2023
(Unaudited)
Assets
Single-family properties:
Land $ 2,279,188 $ 2,234,301
Buildings and improvements 11,081,984 10,651,388
Single-family properties in operation 13,361,172 12,885,689
Less: accumulated depreciation ( 2,962,482 ) ( 2,719,970 )
Single-family properties in operation, net 10,398,690 10,165,719
Single-family properties under development and development land 1,205,372 1,409,424
Single-family properties and land held for sale, net 218,969 182,082
Total real estate assets, net 11,823,031 11,757,225
Cash and cash equivalents 162,477 59,385
Restricted cash 155,372 162,476
Rent and other receivables 49,727 42,823
Escrow deposits, prepaid expenses and other assets 378,402 406,138
Investments in unconsolidated joint ventures 154,997 114,198
Amounts due from affiliates — 25,666
Goodwill 120,279 120,279
Total assets $ 12,844,285 $ 12,688,190
Liabilities
Revolving credit facility $ — $ 90,000
Asset-backed securitizations, net 927,099 1,871,421
Unsecured senior notes, net 3,591,714 2,500,226
Accounts payable and accrued expenses 629,868 573,660
Total liabilities 5,148,681 5,035,307
Commitments and contingencies (see Note 15)
Capital
Partners’ capital:
General partner:
Common units ( 366,520,263 and 364,931,506 units issued and outstanding at September 30, 2024 and December 31, 2023, respectively)
6,786,898 6,744,841
Preferred units ( 9,200,000 units issued and outstanding at September 30, 2024 and December 31, 2023)
221,840 221,840
Limited partner:
Common units ( 51,376,980 units issued and outstanding at September 30, 2024 and December 31, 2023)
683,724 685,240
Accumulated other comprehensive income 3,142 962
Total capital 7,695,604 7,652,883
Total liabilities and capital $ 12,844,285 $ 12,688,190
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,
2024 2023 2024 2023
Rents and other single-family property revenues $ 445,055 $ 421,697 $ 1,292,104 $ 1,214,948
Expenses:
Property operating expenses 172,031 167,041 477,428 456,662
Property management expenses 31,973 30,785 95,757 92,251
General and administrative expense 19,247 18,336 62,825 56,128
Interest expense 43,611 34,381 120,866 105,107
Acquisition and other transaction costs 2,605 3,399 8,866 12,650
Depreciation and amortization 119,691 114,863 353,020 340,779
Hurricane-related charges, net 3,904 — 3,904 —
Total expenses 393,062 368,805 1,122,666 1,063,577
Gain on sale and impairment of single-family properties and other, net 32,697 33,335 145,490 180,752
Loss on early extinguishment of debt ( 5,306 ) — ( 6,323 ) —
Other income and expense, net 8,256 1,865 15,664 9,082
Net income 87,640 88,092 324,269 341,205
Preferred distributions 3,486 3,486 10,458 10,458
Net income attributable to common unitholders $ 84,154 $ 84,606 $ 313,811 $ 330,747
Weighted-average common units outstanding:
Basic 418,358,446 413,803,253 418,134,349 413,042,416
Diluted 418,977,616 414,301,912 418,671,959 413,498,108
Net income attributable to common unitholders per unit:
Basic $ 0.20 $ 0.20 $ 0.75 $ 0.80
Diluted $ 0.20 $ 0.20 $ 0.75 $ 0.80
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,
2024 2023 2024 2023
Net income $ 87,640 $ 88,092 $ 324,269 $ 341,205
Other comprehensive income (loss):
Cash flow hedging instruments:
Unrealized gain on cash flow hedging instruments 2,603 — 2,603 —
Reclassification adjustment for amortization of interest expense included in net income
( 141 ) ( 142 ) ( 423 ) ( 423 )
Other comprehensive income (loss) 2,462 ( 142 ) 2,180 ( 423 )
Comprehensive income 90,102 87,950 326,449 340,782
Preferred distributions 3,486 3,486 10,458 10,458
Comprehensive income attributable to common unitholders $ 86,616 $ 84,464 $ 315,991 $ 330,324
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, 2022 353,516,901 $ 6,272,815 $ 221,840 51,376,980 $ 678,477 $ 1,526 $ 7,174,658
Share-based compensation — 5,824 — — — — 5,824
Common units issued under share-based compensation plans, net of units withheld for employee taxes 264,466 ( 3,742 ) — — — — ( 3,742 )
Issuance of Class A common units 8,000,000 298,372 — — — — 298,372
Distributions to capital holders:
Preferred units (Note 10)
— — ( 3,486 ) — — — ( 3,486 )
Common units ($ 0.22 per unit)
— ( 79,977 ) — — ( 11,303 ) — ( 91,280 )
Net income — 117,465 3,486 — 16,748 — 137,699
Total other comprehensive loss — — — — — ( 141 ) ( 141 )
Balances at March 31, 2023 361,781,367 $ 6,610,757 $ 221,840 51,376,980 $ 683,922 $ 1,385 $ 7,517,904
Share-based compensation — 8,508 — — — — 8,508
Common units issued under share-based compensation plans, net of units withheld for employee taxes 219,400 3,508 — — — — 3,508
Distributions to capital holders:
Preferred units (Note 10)
— — ( 3,486 ) — — — ( 3,486 )
Common units ($ 0.22 per unit)
— ( 80,160 ) — — ( 11,303 ) — ( 91,463 )
Net income — 98,029 3,486 — 13,899 — 115,414
Total other comprehensive loss — — — — — ( 140 ) ( 140 )
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
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, 2023 364,931,506 $ 6,744,841 $ 221,840 51,376,980 $ 685,240 $ 962 $ 7,652,883
Share-based compensation — 9,925 — — — — 9,925
Common units issued under share-based compensation plans, net of units withheld for employee taxes 457,794 ( 6,513 ) — — — — ( 6,513 )
Issuance of Class A common units, net of offering costs of $ 34
932,746 33,215 — — — — 33,215
Distributions to capital holders:
Preferred units (Note 10)
— — ( 3,486 ) — — — ( 3,486 )
Common units ($ 0.26 per unit)
— ( 95,889 ) — — ( 13,358 ) — ( 109,247 )
Net income — 109,289 3,486 — 15,320 — 128,095
Total other comprehensive loss — — — — — ( 141 ) ( 141 )
Balances at March 31, 2024 366,322,046 $ 6,794,868 $ 221,840 51,376,980 $ 687,202 $ 821 $ 7,704,731
Share-based compensation — 10,484 — — — — 10,484
Common units issued under share-based compensation plans, net of units withheld for employee taxes 176,574 1,155 — — — — 1,155
Distributions to capital holders:
Preferred units (Note 10)
— — ( 3,486 ) — — — ( 3,486 )
Common units ($ 0.26 per unit)
— ( 95,932 ) — — ( 13,358 ) — ( 109,290 )
Net income — 92,142 3,486 — 12,906 — 108,534
Total other comprehensive loss — — — — — ( 141 ) ( 141 )
Balances at June 30, 2024 366,498,620 $ 6,802,717 $ 221,840 51,376,980 $ 686,750 $ 680 $ 7,711,987
Share-based compensation — 5,743 — — — — 5,743
Common units issued under share-based compensation plans, net of units withheld for employee taxes 21,643 391 — — — — 391
Distributions to capital holders:
Preferred units (Note 10)
— — ( 3,486 ) — — — ( 3,486 )
Common units ($ 0.26 per unit)
— ( 95,774 ) — — ( 13,359 ) — ( 109,133 )
Net income — 73,821 3,486 — 10,333 — 87,640
Total other comprehensive income — — — — — 2,462 2,462
Balances at September 30, 2024 366,520,263 $ 6,786,898 $ 221,840 51,376,980 $ 683,724 $ 3,142 $ 7,695,604
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,
2024 2023
Operating activities
Net income $ 324,269 $ 341,205
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 353,020 340,779
Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments 8,966 9,193
Noncash share-based compensation 26,152 20,748
Loss on early extinguishment of debt 6,323 —
Equity in net loss (income) of unconsolidated entities 454 ( 1,581 )
Return on investment from unconsolidated joint ventures 1,946 1,788
Gain on sale and impairment of single-family properties and other, net ( 145,490 ) ( 180,752 )
Other changes in operating assets and liabilities:
Rent and other receivables ( 6,904 ) ( 8,206 )
Prepaid expenses and other assets 17,922 ( 3,606 )
Deferred leasing costs ( 2,832 ) ( 2,368 )
Accounts payable and accrued expenses 125,788 104,670
Amounts due from related parties ( 266 ) 1,504
Net cash provided by operating activities 709,348 623,374
Investing activities
Cash paid for single-family properties ( 12,013 ) ( 5,862 )
Change in escrow deposits for purchase of single-family properties ( 5,870 ) 2,808
Net proceeds received from sales of single-family properties and other 382,921 384,343
Proceeds received from storm-related insurance claims — 2,185
Proceeds from notes receivable related to the sale of properties 370 663
Investment in unconsolidated joint ventures ( 15,538 ) ( 12,519 )
Distributions from joint ventures 115,409 34,352
Renovations to single-family properties ( 29,771 ) ( 23,886 )
Recurring and other capital expenditures for single-family properties ( 81,197 ) ( 106,372 )
Cash paid for development activity ( 651,768 ) ( 708,823 )
Cash paid for deposits on land option contracts ( 653 ) ( 1,142 )
Proceeds from repayment of loan from affiliate 25,666 —
Other investing activities ( 20,604 ) ( 31,063 )
Net cash used for investing activities ( 293,048 ) ( 465,316 )
Financing activities
Proceeds from issuance of Class A common units 33,249 298,372
Payments of Class A common unit issuance costs ( 34 ) —
Proceeds from issuances under share-based compensation plans 3,875 4,453
Payments related to tax withholding for share-based compensation ( 8,842 ) ( 3,842 )
Payments on asset-backed securitizations ( 948,812 ) ( 18,533 )
Payments on revolving credit facility ( 90,000 ) ( 130,000 )
Proceeds from unsecured senior notes, net of discount 1,096,633 —
Payments related to liabilities to repurchase consolidated land not owned ( 47,863 ) —
Distributions to common unitholders ( 327,091 ) ( 273,363 )
Distributions to preferred unitholders ( 10,458 ) ( 10,458 )
Deferred financing costs paid ( 20,969 ) —
Net cash used for financing activities ( 320,312 ) ( 133,371 )
Net increase in cash, cash equivalents and restricted cash 95,988 24,687
Cash, cash equivalents and restricted cash, beginning of period (see Note 3) 221,861 217,960
Cash, cash equivalents and restricted cash, end of period (see Note 3) $ 317,849 $ 242,647
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American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
2024 2023
Supplemental cash flow information
Cash payments for interest, net of amounts capitalized $ ( 109,684 ) $ ( 102,920 )
Supplemental schedule of noncash investing and financing activities
Accrued property renovations and development expenditures $ 58,723 $ 84,224
Transfers of completed homebuilding deliveries to properties 695,969 514,180
Property and land contributions to unconsolidated joint ventures ( 156,934 ) ( 33,385 )
Unrealized gain on cash flow hedging instruments 2,603 —
Noncash right-of-use assets obtained in exchange for operating lease liabilities 440 551
Accrued distributions to affiliates 1,717 1,083
Accrued distributions to non-affiliates 162 138
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 (“AMH” or the “General Partner”) is an internally managed Maryland real estate investment trust (“REIT”) formed on October 19, 2012 for the purpose of acquiring, developing, renovating, leasing and managing 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 AMH, the Operating Partnership and those entities/subsidiaries owned or controlled by AMH and/or the Operating Partnership. As of September 30, 2024, the Company held 59,902 single-family properties in 21 states, including 1,003 properties classified as held for sale.
AMH is the general partner of, and as of September 30, 2024 owned approximately 87.7 % of the common partnership interest in, the Operating Partnership. The remaining 12.3 % of the common partnership interest was owned by limited partners. As the sole general partner of the Operating Partnership, AMH has exclusive control of the Operating Partnership’s day-to-day management. The Company’s management operates AMH and the Operating Partnership as one business, and the management of AMH consists of the same members as the management of the Operating Partnership. AMH’s primary function is acting as the general partner of the Operating Partnership. The only material asset of AMH is its partnership interest in the Operating Partnership. As a result, AMH 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. AMH 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 was $ 25.7 million of asset-backed securitization certificates issued by the Operating Partnership and purchased by AMH in connection with the Operating Partnership’s AMH 2014-SFR2 securitization debt offering. The asset-backed securitization certificates were recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership prior to the Operating Partnership’s payoff of the AMH 2014-SFR2 securitization during the first quarter of 2024 (see Note 8. Debt). AMH contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, AMH 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 AMH, 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, 2023. 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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In Note 5. Rent and Other Receivables, the Company has reclassified certain immaterial tenant charge-backs for the three and nine months ended September 30, 2023, respectively, from variable lease payments to fixed lease payments to conform with the current year presentation.
Principles of Consolidation
The condensed consolidated financial statements present the accounts of both (i) the Company, which include AMH, 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 and has the ability to exercise significant influence but does not control 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.
As of September 30, 2024, the Company entered into real estate exchange transactions in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), in order to defer taxable gains on the exchange of like-kind property (“1031 Exchange”). Our 1031 Exchange transactions are facilitated by a qualified intermediary (the “QI”), which holds the proceeds from the Company’s disposition of real properties until such transactions are complete. The QI established a special purpose entity, which was determined to be a VIE (the “1031 VIE”), to hold the disposition proceeds in an escrow account and the 1031 VIE must use the proceeds to acquire replacement real property for the Company in a manner consistent with the requirements of Section 1031 of the Code. To the extent the proceeds are not used to acquire replacement real property, the 1031 VIE pays the proceeds to the Company. The Company is the primary beneficiary of the 1031 VIE as it retains essentially all economic benefits related to the 1031 VIE and directs the activities that most significantly impact the 1031 VIE’s economic performance and therefore the 1031 VIE and the related disposition proceeds are consolidated within the condensed consolidated financial statements.
The Company also holds investments in venture capital funds and deposits with land banking entities that we determined are 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 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 September 30, 2024 and December 31, 2023, the carrying value of the investments in these venture capital funds was $ 13.3 million and $ 13.0 million, respectively, and the Company’s maximum exposure to loss was $ 15.4 million and $ 15.6 million, respectively, 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, 2024 and December 31, 2023, the carrying value of the deposits with land banking entities and the Company’s maximum exposure to loss was $ 9.0 million and $ 15.7 million, respectively.
Recent Accounting Pronouncements Not Yet Effective
In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendments in this ASU will require public entities to disclose significant segment expenses and other segment items and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment will also be required to provide the new disclosures and all the disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all periods presented unless it is impracticable to do so. The Company is currently assessing the impact of the guidance on its financial statements.
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, funds held in the custody of our transfer agent for the payment of distributions and funds held for the purpose of facilitating 1031 Exchange transactions. Funds held related to resident security deposits are restricted during the term of the related
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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,
2024 2023 2023 2022
Cash and cash equivalents $ 162,477 $ 69,514 $ 59,385 $ 69,155
Restricted cash 155,372 173,133 162,476 148,805
Total cash, cash equivalents and restricted cash $ 317,849 $ 242,647 $ 221,861 $ 217,960
Note 4. Real Estate Assets, Net
The net book values of real estate assets consisted of the following as of September 30, 2024 and December 31, 2023 (amounts in thousands):
September 30, 2024 December 31, 2023
Occupied single-family properties $ 9,699,688 $ 9,595,421
Single-family properties leased, not yet occupied 67,379 54,481
Single-family properties in turnover process 410,252 370,856
Single-family properties recently renovated or developed 217,509 140,962
Single-family properties newly acquired and under renovation 3,862 3,999
Single-family properties in operation, net 10,398,690 10,165,719
Development land 573,566 563,718
Single-family properties under development 631,806 845,706
Single-family properties and land held for sale, net 218,969 182,082
Total real estate assets, net $ 11,823,031 $ 11,757,225
Depreciation expense related to single-family properties was $ 113.9 million and $ 109.6 million for the three months ended September 30, 2024 and 2023, respectively, and $ 336.2 million and $ 325.7 million for the nine months ended September 30, 2024 and 2023, respectively.
During the three months ended September 30, 2024, Hurricanes Beryl, Debby and Helene impacted certain properties in our Texas, Florida, Georgia and Carolinas markets for minor repair and remediation costs that were not subject to the Company’s property and casualty insurance policies. The Company recognized $ 3.9 million in hurricane related charges primarily related to actual and estimated accruals for minor repair and remediation costs which was included in hurricane-related charges, net within the condensed consolidated statement of operations for the three and nine months ended September 30, 2024.
Our properties and land are identified for disposition primarily based on individual asset-level review, as well as submarket analysis. During the three months ended September 30, 2024 and 2023, the Company disposed of single-family properties and land for aggregate net proceeds of $ 103.1 million and $ 72.4 million, respectively, which resulted in an aggregate net gain on sale of $ 35.8 million and $ 35.6 million, respectively. During the nine months ended September 30, 2024 and 2023, the Company disposed of single-family properties and land for aggregate net proceeds of $ 382.9 million and $ 384.3 million, respectively, which resulted in an aggregate net gain on sale of $ 165.6 million and $ 184.1 million, respectively.
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 $ 66.0 million and $ 64.3 million for the three months ended September 30, 2024 and 2023, respectively, and $ 168.1 million and $ 162.6 million for the nine months ended September 30, 2024 and 2023, respectively. Variable lease payments for fees from single-family properties were $ 8.1 million and $ 8.0 million for the three months ended September 30, 2024 and 2023, respectively, and $ 24.2 million and $ 22.9 million for the nine months ended September 30, 2024 and 2023, respectively.
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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, 2024 (amounts in thousands):
September 30, 2024
Remaining 2024 $ 328,310
2025 526,163
2026 32,131
Total $ 886,604
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, 2024 and December 31, 2023 (amounts in thousands):
September 30, 2024 December 31, 2023
Escrow deposits, prepaid expenses and other $ 124,804 $ 136,640
Consolidated land not owned 124,487 147,330
Commercial real estate, software, vehicles and FF&E, net 101,384 96,862
Operating lease right-of-use assets 14,428 16,623
Deferred costs and other intangibles, net 12,616 7,630
Notes receivable, net 683 1,053
Total $ 378,402 $ 406,138
Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $ 4.9 million and $ 4.5 million for the three months ended September 30, 2024 and 2023, respectively, and $ 14.3 million and $ 12.9 million for the nine months ended September 30, 2024 and 2023, respectively.
Deferred Costs and Other Intangibles, Net
Deferred costs and other intangibles, net consisted of the following as of September 30, 2024 and December 31, 2023 (amounts in thousands):
September 30, 2024 December 31, 2023
Deferred leasing costs $ 3,297 $ 2,865
Deferred financing costs (1)
11,452 22,491
14,749 25,356
Less: accumulated amortization (1)
( 2,133 ) ( 17,726 )
Total $ 12,616 $ 7,630
(1) Unamortized deferred financing costs associated with the Company’s previous revolving credit facility were written off in July 2024 as a result of the termination of that facility. As of September 30, 2024, deferred financing costs and accumulated amortization reflect costs and related amortization incurred as a result of the Company entering into its current revolving credit facility in July 2024 (see Note 8. Debt).
Amortization expense related to deferred leasing costs was $ 0.9 million and $ 0.8 million for the three months ended September 30, 2024 and 2023, respectively, and $ 2.5 million and $ 2.2 million for the nine months ended September 30, 2024 and 2023, 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, 2024 and 2023 and $ 2.1 million and $ 2.0 million for the nine months ended September 30, 2024 and 2023, 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, 2024 for future periods (amounts in thousands):
Deferred
Leasing Costs Deferred
Financing Costs (1)
Total
Remaining 2024 $ 670 $ 456 $ 1,126
2025 1,102 2,288 3,390
2026 — 2,288 2,288
2027 — 2,288 2,288
2028 — 2,297 2,297
Thereafter — 1,227 1,227
Total $ 1,772 $ 10,844 $ 12,616
(1) Unamortized deferred financing costs associated with the Company’s previous revolving credit facility were written off in July 2024 as a result of the termination of that facility. Estimated annual amortization expense related to deferred financing costs as of September 30, 2024 reflect costs incurred as a result of the Company entering into its current revolving credit facility (see Note 8. Debt).
Note 7. Investments in Unconsolidated Joint Ventures
As of September 30, 2024, 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. 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 focused on constructing and operating newly built rental homes during the first quarter of 2020 (“J.P. Morgan JV I”) and third quarter of 2023 (“J.P. Morgan JV II”).
The following table summarizes our investments in unconsolidated joint ventures as of September 30, 2024 and December 31, 2023 (amounts in thousands, except percentages and property data):
Joint Venture Description % Ownership at
September 30, 2024 Completed Homes at
September 30, 2024 Balances at
September 30, 2024 Balances at
December 31, 2023
Alaska JV 20 % 195 $ 14,275 $ 14,973
Institutional Investor JV 20 % 1,015 13,599 15,163
J.P. Morgan JV I 20 % 1,977 101,579 75,735
J.P. Morgan JV II 20 % 84 25,544 8,327
3,271 $ 154,997 $ 114,198
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 $ 4.0 million and $ 1.5 million for the three months ended September 30, 2024 and 2023, respectively, and $ 10.6 million and $ 7.7 million for the nine months ended September 30, 2024 and 2023, 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. The Company also transfers single-family properties or land to the joint ventures in the ordinary course of business and any gains or losses on transfers are included in gain on sale and impairment of single-family properties and other, net in the condensed consolidated statements of operations.
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 1.50 % 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, 2024, J.P. Morgan JV I’s loan had a $ 324.0 million outstanding principal balance.
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During the second quarter of 2024, the Institutional Investor JV amended its existing loan agreement. During the three-year term, the loan, which has an aggregate commitment of $ 232.7 million, bears interest at SOFR plus a 1.90 % margin and matures on July 1, 2027. As of September 30, 2024, the Institutional Investor JV’s loan had a $ 232.7 million outstanding principal balance.
The Company has provided customary non-recourse guarantees for the J.P. 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. 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. 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 September 30, 2024 and December 31, 2023 (amounts in thousands):
Outstanding Principal Balance
Interest Rate (1)
Maturity Date September 30, 2024 December 31, 2023
AMH 2014-SFR2 securitization 4.42 % N/A $ — $ 461,498
AMH 2014-SFR3 securitization 4.40 % N/A — 477,064
AMH 2015-SFR1 securitization (2)
4.14 % April 9, 2045 496,732 502,299
AMH 2015-SFR2 securitization (3)
4.36 % October 9, 2045 432,040 436,297
Total asset-backed securitizations 928,772 1,877,158
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 600,000 600,000
2034 unsecured senior notes I 5.50 % February 1, 2034 600,000 —
2034 unsecured senior notes II 5.50 % July 15, 2034 500,000 —
2051 unsecured senior notes 3.38 % July 15, 2051 300,000 300,000
2052 unsecured senior notes 4.30 % April 15, 2052 300,000 300,000
Revolving credit facility (6)
5.91 % July 16, 2029 — 90,000
Total debt 4,578,772 4,517,158
Unamortized discounts on unsecured senior notes ( 33,893 ) ( 32,981 )
Deferred financing costs, net (7)
( 26,066 ) ( 22,530 )
Total debt per balance sheet $ 4,518,813 $ 4,461,647
(1) Interest rates are rounded and as of September 30, 2024. Unless otherwise stated, interest rates are fixed percentages.
(2) The AMH 2015-SFR1 securitization has an anticipated repayment date of April 9, 2025. If the securitization is not repaid by this date, the duration-adjusted weighted-average interest rate will increase by a minimum of 3.00 %.
(3) The AMH 2015-SFR2 securitization has an anticipated repayment date of October 9, 2025. If the securitization is not repaid by this date, the duration-adjusted weighted-average interest rate will increase by a minimum of 3.00 %.
(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 maturity date includes two six-month extension periods. The Company had approximately $ 2.3 million and $ 2.7 million committed to outstanding letters of credit that reduced our borrowing capacity as of September 30, 2024 and December 31, 2023, respectively. The revolving credit facility bears interest at SOFR plus a 0.10 % spread adjustment and a margin of 0.85 % as of September 30, 2024.
(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 $ 1.6 million and $ 1.7 million for the three months ended September 30, 2024 and 2023, respectively, and $ 4.9 million and $ 5.2 million for the nine months ended September 30, 2024 and 2023, respectively, and is included in gross interest, prior to interest capitalization.
Early Extinguishment of Debt
During the first quarter of 2024, the Operating Partnership paid off the $ 460.6 million outstanding principal on the AMH 2014-SFR2 securitization, which resulted in $ 1.0 million of charges related to the write-off of unamortized deferred financing costs and related legal fees and included in loss on early extinguishment of debt within the condensed consolidated statements of operations. The payoff of the AMH 2014-SFR2 securitization also resulted in the release of the 4,516 homes pledged as collateral and $ 10.3 million of cash restricted for lender requirements. The Company received $ 25.7 million from the payoff for its investment in the AMH 2014-SFR2 Class F asset-backed securitization certificates that were issued by the Operating Partnership and acquired by the Company in 2014 as
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part of the AMH 2014-SFR2 securitization debt offering. The Class F certificates were recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership prior to the payoff. See Note 14. Related Party Transactions.
During the third quarter of 2024, the Company terminated its previous revolving credit facility, which resulted in $ 4.8 million of charges related to the write-off of unamortized deferred financing costs and included in loss on early extinguishment of debt within the condensed consolidated statements of operations.
During the third quarter of 2024, the Operating Partnership paid off the $ 471.8 million outstanding principal on the AMH 2014-SFR3 securitization, which resulted in $ 0.5 million of charges related to the write-off of unamortized deferred financing costs and related legal fees and included in loss on early extinguishment of debt within the condensed consolidated statements of operations. The payoff of the AMH 2014-SFR3 securitization also resulted in the release of the 4,541 homes pledged as collateral and $ 10.9 million of cash restricted for lender requirements.
Unsecured Senior Notes
During the first quarter of 2024, the Operating Partnership issued $ 600.0 million of 5.500 % unsecured senior notes with a maturity date of February 1, 2034 (the “2034 Notes I”), which carry a green bond designation and were issued under the Company’s green finance framework. Interest on the 2034 Notes I is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2024. The Operating Partnership received aggregate net proceeds of $ 595.5 million from this offering, after underwriting fees of $ 3.9 million and a $ 0.6 million discount, and before offering costs of $ 1.3 million. Pending full allocation of an amount equal to the net proceeds to finance new or existing projects meeting the eligibility criteria described in the prospectus supplement related to the offering, the Operating Partnership used the net proceeds primarily to repay outstanding indebtedness, including the payoff of the AMH 2014-SFR2 securitization. The Operating Partnership may redeem the 2034 Notes I in whole at any time or in part from time to time at the applicable redemption price specified in the indenture. If the 2034 Notes I are redeemed on or after November 1, 2033 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2034 Notes I being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
During the second quarter of 2024, the Operating Partnership issued $ 500.0 million of 5.500 % unsecured senior notes with a maturity date of July 15, 2034 (the “2034 Notes II”). Interest on the 2034 Notes II is payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2025. The Operating Partnership received aggregate net proceeds of $ 494.0 million from this offering, after underwriting fees of $ 3.3 million and a $ 2.7 million discount, and before offering costs of $ 1.1 million. The Operating Partnership used the net proceeds primarily to repay outstanding indebtedness, including the payoff of the AMH 2014-SFR3 securitization, as well as general corporate purposes. The Operating Partnership may redeem the 2034 Notes II in whole at any time or in part from time to time at the applicable redemption price specified in the indenture. If the 2034 Notes II are redeemed on or after April 15, 2034 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2034 Notes II being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
The 2034 Notes I and 2034 Notes II 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.
Revolving Credit Facility
During the third quarter of 2024, the Company entered into a new credit agreement with a $ 1.25 billion sustainability-linked revolving credit facility. The interest rate on the new revolving credit facility is at either a daily or Term SOFR plus a 0.10 % spread adjustment and a margin ranging from 0.725 % to 1.40 % or a base rate (determined according to the greater of a prime rate, federal funds rate plus 0.5 % or the daily SOFR plus 1.10 %) plus a margin ranging from 0.00 % to 0.40 %. In each case the actual margin is determined based on the Company’s credit ratings in effect from time to time. The new revolving credit facility matures on July 16, 2028, with two six-month extension options at the Company’s election if certain conditions are met.
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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, 2024 (amounts in thousands):
Debt Maturities
Remaining 2024 $ 2,576
2025 10,302
2026 10,302
2027 10,302
2028 510,302
Thereafter 4,034,988
Total debt $ 4,578,772
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, 2024 and 2023 (amounts in thousands):
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2024 2023 2024 2023
Gross interest cost $ 56,505 $ 48,551 $ 161,113 $ 146,098
Capitalized interest ( 12,894 ) ( 14,170 ) ( 40,247 ) ( 40,991 )
Interest expense $ 43,611 $ 34,381 $ 120,866 $ 105,107
Note 9. Accounts Payable and Accrued Expenses
The following table summarizes accounts payable and accrued expenses as of September 30, 2024 and December 31, 2023 (amounts in thousands):
September 30, 2024 December 31, 2023
Accrued property taxes $ 183,670 $ 59,015
Resident security deposits 122,054 119,577
Liability for consolidated land not owned 96,316 108,688
Accrued construction and maintenance liabilities 73,458 94,004
Accrued interest 42,234 40,017
Prepaid rent 28,529 30,320
Operating lease liabilities 16,029 18,288
Accounts payable 1,022 36,056
Other accrued liabilities 66,556 67,695
Total $ 629,868 $ 573,660
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 AMH, with the Operating Partnership receiving the net proceeds from the share issuances.
At-the-Market Common Share Offering 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 “2023 At-the-Market Program”). The 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 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
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properties in the Company’s portfolio. The 2023 At-the-Market Program may be suspended or terminated by the Company at any time. During the first quarter of 2024, the Company issued 932,746 Class A common shares under its 2023 At-the-Market Program, raising $ 33.7 million in gross proceeds before commissions and other expenses of approximately $ 0.5 million. As of September 30, 2024, 3,732,429 shares have been issued under the 2023 At-the-Market Program and $ 864.3 million remained available for future share issuances.
During the first quarter of 2024, the Company entered into a forward sale agreement with the forward purchaser (the “March 2024 Forward Sale Agreement”), which is accounted for in equity, to offer 2,987,024 Class A common shares on a forward basis under its 2023 At-the-Market Program at the request of the Company by the forward seller. In October 2024, the Company issued and physically settled the 2,987,024 Class A common shares, receiving net proceeds of $ 109.8 million.
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, 2024 and 2023, we did not repurchase and retire any of our Class A common shares or preferred shares. As of September 30, 2024, 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, 2024 and December 31, 2023, the Company had the following series of perpetual preferred shares outstanding (amounts in thousands, except share data):
September 30, 2024 December 31, 2023
Series Issuance Date Earliest Redemption Date Dividend Rate Outstanding Shares Current Liquidation Value Outstanding Shares Current Liquidation Value
Series G perpetual preferred shares July 17, 2017 July 17, 2022 5.875 % 4,600,000 $ 115,000 4,600,000 $ 115,000
Series H perpetual preferred shares September 19, 2018 September 19, 2023 6.250 % 4,600,000 115,000 4,600,000 115,000
Total preferred shares 9,200,000 $ 230,000 9,200,000 $ 230,000
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,
2024 June 30,
2024 March 31,
2024 September 30,
2023 June 30,
2023 March 31,
2023
Class A and Class B common shares $ 0.26 $ 0.26 $ 0.26 $ 0.22 $ 0.22 $ 0.22
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
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 12.2 %, of the total 417,897,243 and 416,308,486 Class A units in the Operating Partnership as of September 30, 2024 and December 31, 2023, 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 %, of the total 417,897,243 and 416,308,486 Class A units in the Operating Partnership as of September 30, 2024 and December 31, 2023, 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.
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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 2012 Plan and 2021 Plan, the Operating Partnership issues an equivalent number of Class A units to AMH.
RSUs granted to employees during the nine months ended September 30, 2024 and 2023 generally vest over a three-year service period. RSUs granted to non-management trustees during the nine months ended September 30, 2024 and 2023 vest over a one-year service period.
During the first quarter of 2024, the Company announced that David P. Singelyn, the Company’s Chief Executive Officer, will retire effective December 31, 2024. In connection with Mr. Singelyn’s retirement, the Company and Mr. Singelyn entered into a Retirement and Award Agreement (the “Retirement Agreement”), which became effective February 21, 2024, pursuant to which Mr. Singelyn agreed to provide transition advisory services from his retirement until June 30, 2025 and the Company granted him 46,070 RSUs on February 21, 2024 which cliff vest on June 30, 2025 upon satisfaction of certain vesting conditions, including performance of his obligations under the Retirement Agreement. In addition, the Company granted Christopher C. Lau, the Company’s Chief Financial Officer, 143,968 RSUs on February 21, 2024 which cliff vest five years from the date of grant in connection with his appointment to the elevated role of Senior Executive Vice President.
Performance-based restricted share units (“PSUs”) granted to certain senior employees during the nine months ended September 30, 2024 and 2023 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 from January 1, 2024 through December 31, 2026 for PSUs granted during the nine months ended September 30, 2024 and from January 1, 2023 through December 31, 2025 for PSUs granted during the nine months ended September 30, 2023. 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 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, 2024 and 2023:
For the Nine Months Ended
September 30,
2024 2023
Options outstanding at beginning of period 522,675 730,550
Granted — —
Exercised ( 132,675 ) ( 182,875 )
Forfeited — —
Options outstanding at end of period 390,000 547,675
Options exercisable at end of period 390,000 547,675
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The following table summarizes RSU activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2024 and 2023:
For the Nine Months Ended
September 30,
2024 2023
RSUs outstanding at beginning of period 1,090,522 1,024,722
Granted 694,324 509,730
Vested ( 553,517 ) ( 417,616 )
Forfeited ( 37,444 ) ( 23,998 )
RSUs outstanding at end of period 1,193,885 1,092,838
The following table summarizes PSU activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2024 and 2023:
For the Nine Months Ended
September 30,
2024 2023
PSUs outstanding at beginning of period (1)
520,219 294,423
Granted (1)
254,157 227,033
Adjustment for performance achievement (2)
75,109 —
Vested ( 167,428 ) —
Forfeited (1)
( 4,759 ) ( 1,237 )
PSUs outstanding at end of period (1)
677,298 520,219
(1) Represents target shares at grant date.
(2) Represents the difference between the number of target shares at grant date and the number of actual shares earned for the three-year performance period ended December 31, 2023, which was determined and settled during the first quarter of 2024.
For the TSR Awards, the following assumptions were used in the calculation of fair value using the Monte Carlo simulation model:
For the Nine Months Ended
September 30,
2024 2023
Expected term (years) 3.0 3.0
Dividend yield 2.44 % 2.09 %
Estimated volatility (1)
23.83 % 27.45 %
Risk-free interest rate 4.19 % 4.16 %
(1) Estimated volatility for the performance period is based on 50 % historical volatility and 50 % implied volatility.
2021 Employee Stock Purchase Plan
The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) provides for the issuance of up to 3,000,000 Class A common shares and 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. The 2021 ESPP terminates in June 2031 or the date on which there are no longer any Class A common shares available for issuance. When the Company issues Class A common shares under the 2021 ESPP, the Operating Partnership issues an equivalent number of Class A units to AMH.
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, 2024 and 2023 (amounts in thousands):
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2024 2023 2024 2023
General and administrative expense $ 3,601 $ 4,160 $ 17,999 $ 13,885
Property management expenses 1,043 953 3,827 3,151
Acquisition and other transaction costs 1,099 1,303 4,326 3,712
Total noncash share-based compensation expense $ 5,743 $ 6,416 $ 26,152 $ 20,748
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, 2024 and 2023 (amounts in thousands, except share and per share data):
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2024 2023 2024 2023
Numerator:
Net income $ 87,640 $ 88,092 $ 324,269 $ 341,205
Less:
Noncontrolling interest 10,333 10,493 38,559 41,140
Dividends on preferred shares 3,486 3,486 10,458 10,458
Allocation to participating securities (1)
313 238 963 854
Numerator for income per common share–basic and diluted $ 73,508 $ 73,875 $ 274,289 $ 288,753
Denominator:
Weighted-average common shares outstanding–basic 366,981,466 362,426,273 366,757,369 361,665,436
Effect of dilutive securities:
Share-based compensation plan and forward sale equity contract (2)
619,170 498,659 537,610 455,692
Weighted-average common shares outstanding–diluted (3)
367,600,636 362,924,932 367,294,979 362,121,128
Net income per common share:
Basic $ 0.20 $ 0.20 $ 0.75 $ 0.80
Diluted $ 0.20 $ 0.20 $ 0.75 $ 0.80
(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 vesting of PSUs under the treasury stock method for the three and nine months ended September 30, 2024 and 2023 and the dilutive effect of a forward sale equity contract under the treasury stock method for the three and nine months ended September 30, 2024 (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, 2024 and 2023 (amounts in thousands, except unit and per unit data):
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2024 2023 2024 2023
Numerator:
Net income $ 87,640 $ 88,092 $ 324,269 $ 341,205
Less:
Preferred distributions 3,486 3,486 10,458 10,458
Allocation to participating securities (1)
313 238 963 854
Numerator for income per common unit–basic and diluted $ 83,841 $ 84,368 $ 312,848 $ 329,893
Denominator:
Weighted-average common units outstanding–basic 418,358,446 413,803,253 418,134,349 413,042,416
Effect of dilutive securities:
Share-based compensation plan and forward sale equity contract (2)
619,170 498,659 537,610 455,692
Weighted-average common units outstanding–diluted 418,977,616 414,301,912 418,671,959 413,498,108
Net income per common unit:
Basic $ 0.20 $ 0.20 $ 0.75 $ 0.80
Diluted $ 0.20 $ 0.20 $ 0.75 $ 0.80
(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 vesting of PSUs under the treasury stock method for the three and nine months ended September 30, 2024 and 2023 and the dilutive effect of a forward sale equity contract under the treasury stock method for the three and nine months ended September 30, 2024 (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, 2024 and December 31, 2023 (amounts in thousands):
September 30, 2024 December 31, 2023
Carrying Value Fair Value Carrying Value Fair Value
AMH 2014-SFR2 securitization, net $ — $ — $ 460,507 $ 463,237
AMH 2014-SFR3 securitization, net — — 475,854 478,833
AMH 2015-SFR1 securitization, net 496,159 498,603 500,713 503,668
AMH 2015-SFR2 securitization, net 430,940 433,815 434,347 437,508
Total asset-backed securitizations, net 927,099 932,418 1,871,421 1,883,246
2028 unsecured senior notes, net 497,337 495,595 496,745 486,875
2029 unsecured senior notes, net 397,524 404,312 397,107 396,956
2031 unsecured senior notes, net 442,951 387,122 442,172 371,817
2032 unsecured senior notes, net 585,012 554,910 583,521 539,304
2034 unsecured senior notes I, net 594,529 620,004 — —
2034 unsecured senior notes II, net 493,162 517,470 — —
2051 unsecured senior notes, net 291,729 211,587 291,498 207,264
2052 unsecured senior notes, net 289,470 248,697 289,183 244,275
Total unsecured senior notes, net 3,591,714 3,439,697 2,500,226 2,246,491
Revolving credit facility — — 90,000 90,000
Total debt $ 4,518,813 $ 4,372,115 $ 4,461,647 $ 4,219,737
During the third quarter of 2024, in anticipation of a potential debt issuance and in order to hedge interest rate risk, the Company entered into two treasury lock agreements with an aggregate notional amount of $ 200.0 million based on the 10-year treasury note rates at the time. The treasury locks were designated as cash flow hedging instruments and had an aggregate fair value of $ 2.6 million as of September 30, 2024, which was included in escrow deposits, prepaid expenses and other assets within the condensed consolidated balance sheets, with a corresponding unrealized gain reflected in other comprehensive income. The treasury locks will be settled upon the issuance of debt and the amounts recorded in other comprehensive income will be reclassified into earnings as a reduction of interest expense over the term of the debt. The treasury locks are the only financial instruments recorded at fair value on a recurring basis in the condensed consolidated financial statements and are classified as Level 2 within the fair value hierarchy as their fair values are estimated using observable inputs based on the 10-year treasury note rate.
Note 14. Related Party Transactions
As of both September 30, 2024 and December 31, 2023, affiliates owned approximately 12.5 %, 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, 2024 and December 31, 2023) an approximate 23.2 % and 23.3 % interest as of September 30, 2024 and December 31, 2023, respectively.
As of December 31, 2023, the Operating Partnership had a receivable from affiliates of $ 25.7 million related to the asset-backed securitization certificates held by AMH, which was included in amounts due from affiliates on the Operating Partnership’s condensed consolidated balance sheets. During the first quarter of 2024, the Operating Partnership paid off the outstanding principal on the AMH 2014-SFR2 securitization which resulted in the settlement of the receivable from affiliates. See Note 8. Debt.
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, 2024, the Company had commitments to acquire 2 single-family properties through our traditional acquisition channel for an aggregate purchase price of $ 0.7 million, as well as $ 80.5 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, 2024, the Company also had a commitment to acquire 1,673 single-family properties in a bulk acquisition for a purchase price of $ 479.8 million which closed in October 2024. See Note 16. Subsequent Events.
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As of September 30, 2024, the Company had sales in escrow for approximately 188 of our single-family properties and 767 of our land lots for an aggregate selling price of $ 149.7 million.
As of September 30, 2024, the Company, as a condition for entering into some of its development contracts, had outstanding surety bonds of approximately $ 235.6 million.
Legal Matters
We are involved in various 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
In October 2024, the Company acquired a portfolio of 1,673 single-family properties located in 13 markets across the United States for $ 479.8 million. The Company funded the transaction through a combination of cash on hand and its previously undrawn revolving credit facility. The Company also added 158 properties to its portfolio, which included 156 newly constructed properties delivered through our AMH Development Program and two properties acquired through our traditional acquisition channel, for a total cost of approximately $ 61.3 million during the period October 1, 2024 through October 23, 2024.
Subsequent Dispositions
From October 1, 2024 through October 23, 2024, the Company disposed of 97 properties for aggregate net proceeds of approximately $ 28.5 million.
Revolving Credit Facility
From October 1, 2024 through October 25, 2024, the Company borrowed $ 400.0 million and paid down $ 100.0 million under its revolving credit facility, resulting in $ 300.0 million of outstanding borrowings under its revolving credit facility as of October 25, 2024.
March 2024 Forward Sale Agreement Settlement
In October 2024, the Company issued and physically settled 2,987,024 Class A common shares under its March 2024 Forward Sale Agreement, receiving net proceeds of $ 109.8 million. See Note 10. Shareholders’ Equity / Partners’ Capital.
Hurricane Milton
In October 2024, Hurricane Milton impacted certain properties in our Florida market for minor repair and remediation costs that were not subject to the Company’s property and casualty insurance policies. The Company is still assessing damages but preliminarily we expect to record a hurricane-related charge in the range of $ 3 million to $ 4 million in the fourth quarter of 2024.
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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.