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American Homes 4 Rent - Quarter Report: 2020 September (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
 
Commission File Number: 001-36013 (American Homes 4 Rent)
Commission File Number: 333-221878-02 (American Homes 4 Rent, L.P.)
AMERICAN HOMES 4 RENT
AMERICAN HOMES 4 RENT, L.P.
(Exact name of registrant as specified in its charter) 

American Homes 4 RentMaryland 46-1229660
American Homes 4 Rent, L.P.Delaware80-0860173
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

30601 Agoura Road, Suite 200
Agoura Hills, California 91301
(Address of principal executive offices) (Zip Code)
 
(805) 413-5300
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolsName of each exchange on which registered
Class A common shares of beneficial interest, $.01 par value
AMHNew York Stock Exchange
Series D perpetual preferred shares of beneficial interest, $.01 par value
AMH-DNew York Stock Exchange
Series E perpetual preferred shares of beneficial interest, $.01 par value
AMH-ENew York Stock Exchange
Series F perpetual preferred shares of beneficial interest, $.01 par value
AMH-FNew York Stock Exchange
Series G perpetual preferred shares of beneficial interest, $.01 par value
AMH-GNew York Stock Exchange
Series H perpetual preferred shares of beneficial interest, $.01 par value
AMH-HNew York Stock Exchange
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
    American Homes 4 Rent   Yes   ☐  No                American Homes 4 Rent, L.P.   Yes   ☐  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
    American Homes 4 Rent   Yes   ☐  No                American Homes 4 Rent, L.P.   Yes   ☐  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
American Homes 4 Rent
Large accelerated filer
Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
American Homes 4 Rent, L.P.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
    American Homes 4 Rent  ☐                         American Homes 4 Rent, L.P. ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
    American Homes 4 Rent   Yes     No                American Homes 4 Rent, L.P.   Yes     No
There were 315,628,067 shares of American Homes 4 Rent’s Class A common shares, $0.01 par value per share, and 635,075 shares of American Homes 4 Rent’s Class B common shares, $0.01 par value per share, outstanding on November 4, 2020.





EXPLANATORY NOTE

    This report combines the quarterly reports on Form 10-Q for the period ended September 30, 2020 of American Homes 4 Rent and American Homes 4 Rent, L.P. Unless stated otherwise or the context otherwise requires, references to “AH4R” or the “General Partner” mean American Homes 4 Rent, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” or the “OP” mean American Homes 4 Rent, L.P., a Delaware limited partnership, and its subsidiaries taken as a whole. References to the “Company,” “we,” “our,” and “us” mean collectively AH4R, the Operating Partnership and those entities/subsidiaries owned or controlled by AH4R and/or the Operating Partnership.

    AH4R is the general partner of, and as of September 30, 2020 owned approximately 85.8% of the common partnership interest in, the Operating Partnership. The remaining 14.2% of the common partnership interest was owned by limited partners. As the sole general partner of the Operating Partnership, AH4R has exclusive control of the Operating Partnership’s day-to-day management. The Company’s management operates AH4R and the Operating Partnership as one business, and the management of AH4R consists of the same members as the management of the Operating Partnership.

    The Company believes that combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report provides the following benefits:

enhances investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and

creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

    The Company believes it is important to understand the few differences between AH4R and the Operating Partnership in the context of how AH4R and the Operating Partnership operate as a consolidated company. AH4R’s primary function is acting as the general partner of the Operating Partnership. The only material asset of AH4R is its partnership interest in the Operating Partnership. As a result, AH4R generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. AH4R itself is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures, either directly or through its subsidiaries, conducts the operations of the Company’s business and is structured as a limited partnership with no publicly traded equity. One difference between the Company and the Operating Partnership is $25.7 million of asset-backed securitization certificates issued by the Operating Partnership and purchased by AH4R. The asset-backed securitization certificates are recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership. AH4R contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, AH4R receives Operating Partnership units (“OP units”) equal to the number of shares it has issued in the equity offering. Based on the terms of the Agreement of Limited Partnership of the Operating Partnership, as amended, OP units can be exchanged for shares on a one-for-one basis. Except for net proceeds from equity issuances by AH4R, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of OP units.

    Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partnership interests in the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements and as noncontrolling interests in the Company’s financial statements. The differences between shareholders’ equity and partners’ capital result from differences in the equity and capital issued at the Company and Operating Partnership levels.

    To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of each entity’s debt, noncontrolling interests and shareholders’ equity or partners’ capital, as applicable; and a combined Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” section that includes discrete information related to each entity.

    This report also includes separate Part I, “Item 4. Controls and Procedures” sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been



made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

    In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.



American Homes 4 Rent
American Homes 4 Rent, L.P.

TABLE OF CONTENTS
  Page
 
 
 




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
Various statements contained in this Quarterly Report on Form 10-Q, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future operations, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “intend,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.

Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the potential adverse effect of the current pandemic of the novel coronavirus (“COVID-19”) on the financial condition, operating results and cash flows of the Company, our tenants, the real estate market, the global economy and the financial markets. The extent to which the COVID-19 pandemic impacts us and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, including resurgences, status of eviction moratoriums, the speed and effectiveness of vaccine and treatment developments and the direct and indirect economic effects of the pandemic and containment measures, among others.

These and other important factors, including those discussed or incorporated by reference under Part II, “Item 1A. Risk Factors,” Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, filed with the Securities and Exchange Commission (the “SEC”), may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.
 
While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance, and you should not unduly rely on them. The forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date of this report. We are not obligated to update or revise these statements as a result of new information, future events or otherwise, unless required by applicable law.


i


PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
American Homes 4 Rent
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share data)

September 30, 2020December 31, 2019
(Unaudited) 
Assets
 
 
Single-family properties:  
Land$1,813,951 $1,756,504 
Buildings and improvements8,022,817 7,691,877 
Single-family properties in operation9,836,768 9,448,381 
Less: accumulated depreciation(1,677,831)(1,462,105)
Single-family properties in operation, net8,158,937 7,986,276 
Single-family properties under development and development land449,867 355,427 
Single-family properties held for sale, net146,447 209,828 
Total real estate assets, net8,755,251 8,551,531 
Cash and cash equivalents315,808 37,575 
Restricted cash 126,219 126,544 
Rent and other receivables46,908 29,618 
Escrow deposits, prepaid expenses and other assets135,251 140,961 
Investments in unconsolidated joint ventures74,981 67,935 
Asset-backed securitization certificates25,666 25,666 
Goodwill120,279 120,279 
Total assets$9,600,363 $9,100,109 
Liabilities  
Revolving credit facility$— $— 
Asset-backed securitizations, net1,931,725 1,945,044 
Unsecured senior notes, net889,467 888,453 
Accounts payable and accrued expenses324,732 243,193 
Amounts payable to affiliates— 4,629 
Total liabilities3,145,924 3,081,319 
Commitments and contingencies (see Note 15)

Equity  
Shareholders’ equity:  
Class A common shares ($0.01 par value per share, 450,000,000 shares authorized, 315,628,067 and 300,107,599 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively)
3,156 3,001 
Class B common shares ($0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at September 30, 2020 and December 31, 2019)
Preferred shares ($0.01 par value per share, 100,000,000 shares authorized, 35,350,000 shares issued and outstanding at September 30, 2020 and December 31, 2019)
354 354 
Additional paid-in capital6,214,149 5,790,775 
Accumulated deficit(454,697)(465,368)
Accumulated other comprehensive income6,041 6,658 
Total shareholders’ equity5,769,009 5,335,426 
Noncontrolling interest685,430 683,364 
Total equity6,454,439 6,018,790 
Total liabilities and equity$9,600,363 $9,100,109 

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,
 2020201920202019
Revenues:    
Rents and other single-family property revenues$307,932 $293,064 $875,963 $850,672 
Other2,877 5,240 7,538 8,696 
Total revenues310,809 298,304 883,501 859,368 
Expenses:    
Property operating expenses126,174 119,791 344,107 331,066 
Property management expenses21,976 22,727 67,512 65,086 
General and administrative expense12,570 11,107 35,329 31,028 
Interest expense29,267 31,465 88,540 95,951 
Acquisition and other transaction costs1,616 651 5,719 2,455 
Depreciation and amortization86,996 82,073 254,653 246,074 
Other4,479 2,610 11,992 5,148 
Total expenses283,078 270,424 807,852 776,808 
Gain on sale of single-family properties and other, net12,422 13,521 33,838 32,895 
Loss on early extinguishment of debt— — — (659)
Net income40,153 41,401 109,487 114,796 
Noncontrolling interest3,819 4,099 9,976 11,129 
Dividends on preferred shares13,782 13,782 41,346 41,346 
Net income attributable to common shareholders$22,552 $23,520 $58,165 $62,321 
Weighted-average common shares outstanding:
Basic308,080,226 300,580,978 303,319,053 298,974,146 
Diluted308,541,502 301,032,855 303,775,556 299,479,234 
Net income attributable to common shareholders per share:
Basic$0.07 $0.08 $0.19 $0.21 
Diluted$0.07 $0.08 $0.19 $0.21 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

2


American Homes 4 Rent
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Amounts in thousands)
(Unaudited)

For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
 2020201920202019
Net income $40,153 $41,401 $109,487 $114,796 
Other comprehensive loss:
Gain on cash flow hedging instrument:
Reclassification adjustment for amortization of interest expense included in net income
(241)(241)(722)(722)
Other comprehensive loss (241)(241)(722)(722)
Comprehensive income 39,912 41,160 108,765 114,074 
Comprehensive income attributable to noncontrolling interests3,784 4,063 9,871 11,018 
Dividends on preferred shares13,782 13,782 41,346 41,346 
Comprehensive income attributable to common shareholders$22,346 $23,315 $57,548 $61,710 
 
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 data)
(Unaudited)

 Class A common sharesClass B common sharesPreferred shares      
Number
of shares
AmountNumber
of shares
AmountNumber
of shares
AmountAdditional
paid-in
capital
Accumulated
deficit
Accumulated other comprehensive incomeShareholders’
equity
Noncontrolling
interest
Total
equity
Balances at December 31, 2018296,014,546 $2,960 635,075 $35,350,000 $354 $5,732,466 $(491,214)$7,393 $5,251,965 $721,777 $5,973,742 
Share-based compensation— — — — — — 952 — — 952 — 952 
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes
77,830 — — — — (761)— — (760)— (760)
Redemptions of Class A units500,000 — — — — 6,505 — 12 6,522 (6,522)— 
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — (13,782)— (13,782)— (13,782)
Noncontrolling interests— — — — — — — — — — (2,741)(2,741)
Common shares ($0.05 per share)
— — — — — — — (14,889)— (14,889)— (14,889)
Net income— — — — — — — 30,065 — 30,065 3,026 33,091 
Total other comprehensive loss— — — — — — — — (203)(203)(38)(241)
Balances at March 31, 2019296,592,376 $2,966 635,075 $35,350,000 $354 $5,739,162 $(489,820)$7,202 $5,259,870 $715,502 $5,975,372 
Share-based compensation— — — — — — 1,269 — — 1,269 — 1,269 
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes
645,567 — — — — 10,257 — — 10,263 — 10,263 
Redemptions of Class A units2,589,846 26 — — — — 33,710 — 63 33,799 (33,799)— 
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — (13,782)— (13,782)— (13,782)
Noncontrolling interests— — — — — — — — — — (2,611)(2,611)
Common shares ($0.05 per share)
— — — — — — — (15,052)— (15,052)— (15,052)
Net income— — — — — — — 36,300 — 36,300 4,004 40,304 
Total other comprehensive loss— — — — — — — — (203)(203)(37)(240)
Balances at June 30, 2019299,827,789 $2,998 635,075 $35,350,000 $354 $5,784,398 $(482,354)$7,062 $5,312,464 $683,059 $5,995,523 








4


American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share data)
(Unaudited)

Class A common sharesClass B common sharesPreferred shares
Number
of shares
AmountNumber
of shares
AmountNumber
of shares
AmountAdditional
paid-in
capital
Accumulated
deficit
Accumulated other comprehensive incomeShareholders’
equity
Noncontrolling
interest
Total
equity
Balances at June 30, 2019299,827,789 $2,998 635,075 $35,350,000 $354 $5,784,398 $(482,354)$7,062 $5,312,464 $683,059 $5,995,523 
Share-based compensation— — — — — — 1,288 — — 1,288 — 1,288 
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes
48,210 — — — — — 660 — — 660 — 660 
Redemptions of Class A units200,000 — — — — 2,604 — 2,611 (2,611)— 
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — (13,782)— (13,782)— (13,782)
Noncontrolling interests— — — — — — — — — — (2,601)(2,601)
Common shares ($0.05 per share)
— — — — — — — (15,059)— (15,059)— (15,059)
Net income— — — — — — — 37,302 — 37,302 4,099 41,401 
Total other comprehensive loss— — — — — — — — (205)(205)(36)(241)
Balances at September 30, 2019300,075,999 $3,000 635,075 $35,350,000 $354 $5,788,950 $(473,893)$6,862 $5,325,279 $681,910 $6,007,189 



5


American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share data)
(Unaudited)

 Class A common sharesClass B common sharesPreferred shares      
Number
of shares
AmountNumber
of shares
AmountNumber
of shares
AmountAdditional
paid-in
capital
Accumulated
deficit
Accumulated other comprehensive incomeShareholders’
equity
Noncontrolling
interest
Total
equity
Balances at December 31, 2019300,107,599 $3,001 635,075 $35,350,000 $354 $5,790,775 $(465,368)$6,658 $5,335,426 $683,364 $6,018,790 
Share-based compensation— — — — — — 1,808 — — 1,808 — 1,808 
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes
208,010 — — — — (165)— — (163)— (163)
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — (13,782)— (13,782)— (13,782)
Noncontrolling interests— — — — — — — — — — (2,602)(2,602)
Common shares ($0.05 per share)
— — — — — — — (15,088)— (15,088)— (15,088)
Cumulative effect of adoption of ASU 2016-13 (Notes 2 and 6)
— — — — — — — (1,494)— (1,494)— (1,494)
Net income— — — — — — — 34,026 — 34,026 3,501 37,527 
Total other comprehensive loss— — — — — — — — (206)(206)(35)(241)
Balances at March 31, 2020300,315,609 $3,003 635,075 $35,350,000 $354 $5,792,418 $(461,706)$6,452 $5,340,527 $684,228 $6,024,755 
Share-based compensation— — — — — — 2,090 — — 2,090 — 2,090 
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes
197,334 — — — — 2,876 — — 2,878 — 2,878 
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — (13,782)— (13,782)— (13,782)
Noncontrolling interests— — — — — — — — — — (2,601)(2,601)
Common shares ($0.05 per share)
— — — — — — — (15,098)— (15,098)— (15,098)
Net income— — — — — — — 29,151 — 29,151 2,656 31,807 
Total other comprehensive loss— — — — — — — — (205)(205)(35)(240)
Balances at June 30, 2020300,512,943 $3,005 635,075 $35,350,000 $354 $5,797,384 $(461,435)$6,247 $5,345,561 $684,248 $6,029,809 








6


American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share data)
(Unaudited)

Class A common sharesClass B common sharesPreferred shares
Number
of shares
AmountNumber
of shares
AmountNumber
of shares
AmountAdditional
paid-in
capital
Accumulated
deficit
Accumulated other comprehensive incomeShareholders’
equity
Noncontrolling
interest
Total
equity
Balances at June 30, 2020300,512,943 $3,005 635,075 $35,350,000 $354 $5,797,384 $(461,435)$6,247 $5,345,561 $684,248 $6,029,809 
Share-based compensation— — — — — — 2,170 — — 2,170 — 2,170 
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes
78,994 — — — — 1,245 — — 1,246 — 1,246 
Issuance of Class A common shares, net of offering costs of $0.6 million
15,036,130 150 — — — — 413,350 — — 413,500 — 413,500 
Distributions to equity holders:
Preferred shares (Note 10)
— — — — — — — (13,782)— (13,782)— (13,782)
Noncontrolling interests— — — — — — — — — — (2,602)(2,602)
Common shares ($0.05 per share)
— — — — — — — (15,814)— (15,814)— (15,814)
Net income— — — — — — — 36,334 — 36,334 3,819 40,153 
Total other comprehensive loss— — — — — — — — (206)(206)(35)(241)
Balances at September 30, 2020315,628,067 $3,156 635,075 $35,350,000 $354 $6,214,149 $(454,697)$6,041 $5,769,009 $685,430 $6,454,439 

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,
 20202019
Operating activities  
Net income$109,487 $114,796 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization254,653 246,074 
Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument5,564 5,588 
Noncash share-based compensation6,068 3,509 
Loss on early extinguishment of debt— 659 
Equity in net losses (income) of unconsolidated joint ventures963 (771)
Net gain on sale of single-family properties and other(33,838)(32,895)
Loss on impairment of single-family properties and other5,316 3,083 
Other changes in operating assets and liabilities:
Rent and other receivables(20,997)(9,468)
Prepaid expenses and other assets7,879 (2,741)
Deferred leasing costs(3,059)(3,244)
Accounts payable and accrued expenses96,401 95,502 
Amounts due from related parties(1,026)323 
Net cash provided by operating activities427,411 420,415 
Investing activities  
Cash paid for single-family properties(170,633)(77,883)
Change in escrow deposits for purchase of single-family properties2,604 (4,543)
Net proceeds received from sales of single-family properties and other185,033 151,502 
Proceeds received from hurricane-related insurance claims3,705 2,171 
Investment in unconsolidated joint ventures(15,667)(4,768)
Distributions from joint ventures81,153 17,393 
Renovations to single-family properties(11,022)(19,332)
Recurring and other capital expenditures for single-family properties(79,077)(52,067)
Cash paid for development activity(420,496)(236,398)
Other purchases of productive assets(12,692)(171)
Net cash used for investing activities(437,092)(224,096)
Financing activities  
Proceeds from issuance of Class A common shares414,100 — 
Payments of Class A common share issuance costs(600)— 
Proceeds from exercise of stock options5,599 11,105 
Payments related to tax withholding for share-based compensation(1,638)(834)
Payments on asset-backed securitizations(17,110)(16,287)
Proceeds from revolving credit facility130,000 — 
Payments on revolving credit facility(130,000)(250,000)
Payments on term loan facility— (100,000)
Proceeds from unsecured senior notes, net of discount— 397,944 
Distributions to noncontrolling interests(10,381)(10,701)
Distributions to common shareholders(61,035)(59,832)
Distributions to preferred shareholders(41,346)(41,346)
Deferred financing costs paid— (3,572)
Net cash provided by (used for) financing activities287,589 (73,523)
Net increase in cash, cash equivalents and restricted cash277,908 122,796 
Cash, cash equivalents and restricted cash, beginning of period (see Note 3)164,119 175,214 
Cash, cash equivalents and restricted cash, end of period (see Note 3)$442,027 $298,010 


8


American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)

For the Nine Months Ended
September 30,
20202019
Supplemental cash flow information  
Cash payments for interest, net of amounts capitalized$(93,261)$(93,901)
Supplemental schedule of noncash investing and financing activities  
Accrued property renovations and development expenditures$14,861 $14,822 
Transfers of completed homebuilding deliveries to properties263,329 107,445 
Property and land contributions to unconsolidated joint ventures(79,370)(18,599)
Note receivable related to a bulk sale of properties, net of discount— 29,474 
Accrued distributions to non-affiliates32 59 

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, 2020December 31, 2019
(Unaudited) 
Assets
Single-family properties:
Land$1,813,951 $1,756,504 
Buildings and improvements8,022,817 7,691,877 
Single-family properties in operation9,836,768 9,448,381 
Less: accumulated depreciation(1,677,831)(1,462,105)
Single-family properties in operation, net8,158,937 7,986,276 
Single-family properties under development and development land449,867 355,427 
Single-family properties held for sale, net146,447 209,828 
Total real estate assets, net8,755,251 8,551,531 
Cash and cash equivalents315,808 37,575 
Restricted cash126,219 126,544 
Rent and other receivables46,908 29,618 
Escrow deposits, prepaid expenses and other assets135,251 140,681 
Investments in unconsolidated joint ventures74,981 67,935 
Amounts due from affiliates25,666 25,946 
Goodwill120,279 120,279 
Total assets$9,600,363 $9,100,109 
Liabilities
Revolving credit facility$— $— 
Asset-backed securitizations, net1,931,725 1,945,044 
Unsecured senior notes, net889,467 888,453 
Accounts payable and accrued expenses324,732 243,193 
Amounts payable to affiliates— 4,629 
Total liabilities3,145,924 3,081,319 
Commitments and contingencies (see Note 15)
Capital
Partners’ capital:
General partner:
Common units (316,263,142 and 300,742,674 units issued and outstanding at September 30, 2020 and December 31, 2019, respectively)
4,908,533 4,474,333 
Preferred units (35,350,000 units issued and outstanding at September 30, 2020 and December 31, 2019)
854,435 854,435 
Limited partner:
Common units (52,026,980 units issued and outstanding at September 30, 2020 and December 31, 2019)
684,370 682,199 
Accumulated other comprehensive income7,101 7,823 
Total capital6,454,439 6,018,790 
Total liabilities and capital$9,600,363 $9,100,109 

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,
2020201920202019
Revenues:
Rents and other single-family property revenues$307,932 $293,064 $875,963 $850,672 
Other2,877 5,240 7,538 8,696 
Total revenues310,809 298,304 883,501 859,368 
Expenses:
Property operating expenses126,174 119,791 344,107 331,066 
Property management expenses21,976 22,727 67,512 65,086 
General and administrative expense12,570 11,107 35,329 31,028 
Interest expense29,267 31,465 88,540 95,951 
Acquisition and other transaction costs1,616 651 5,719 2,455 
Depreciation and amortization86,996 82,073 254,653 246,074 
Other4,479 2,610 11,992 5,148 
Total expenses283,078 270,424 807,852 776,808 
Gain on sale of single-family properties and other, net12,422 13,521 33,838 32,895 
Loss on early extinguishment of debt— — — (659)
Net income40,153 41,401 109,487 114,796 
Preferred distributions13,782 13,782 41,346 41,346 
Net income attributable to common unitholders$26,371 $27,619 $68,141 $73,450 
Weighted-average common units outstanding:
Basic360,107,206 352,714,480 355,346,033 352,362,220 
Diluted360,568,482 353,166,357 355,802,536 352,867,308 
Net income attributable to common unitholders per unit:
Basic$0.07 $0.08 $0.19 $0.21 
Diluted$0.07 $0.08 $0.19 $0.21 
 
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 (Loss)
(Amounts in thousands)
(Unaudited)

For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2020201920202019
Net income$40,153 $41,401 $109,487 $114,796 
Other comprehensive loss:
Gain on cash flow hedging instrument:
Reclassification adjustment for amortization of interest expense included in net income
(241)(241)(722)(722)
Other comprehensive loss(241)(241)(722)(722)
Comprehensive income39,912 41,160 108,765 114,074 
Preferred distributions13,782 13,782 41,346 41,346 
Comprehensive income attributable to common unitholders$26,130 $27,378 $67,419 $72,728 
 
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 data)
(Unaudited)

General PartnerLimited PartnersAccumulated other comprehensive incomeTotal capital
Common capitalPreferred capital amountCommon capital
Number of unitsAmountNumber of unitsAmount
Balances at December 31, 2018296,649,621 $4,390,137 $854,435 55,316,826 $720,384 $8,786 $5,973,742 
Share-based compensation— 952 — — — — 952 
Common units issued under share-based compensation plans, net of units withheld for employee taxes
77,830 (760)— — — — (760)
Redemptions of Class A units500,000 6,510 — (500,000)(6,510)— — 
Distributions to capital holders:
Preferred units (Note 10)
— — (13,782)— — — (13,782)
Common units ($0.05 per unit)
— (14,889)— — (2,741)— (17,630)
Net income— 16,283 13,782 — 3,026 — 33,091 
Total other comprehensive loss— — — — — (241)(241)
Balances at March 31, 2019297,227,451 $4,398,233 $854,435 54,816,826 $714,159 $8,545 $5,975,372 
Share-based compensation— 1,269 — — — — 1,269 
Common units issued under share-based compensation plans, net of units withheld for employee taxes
645,567 10,263 — — — — 10,263 
Redemptions of Class A units2,589,846 33,736 — (2,589,846)(33,736)— — 
Distributions to capital holders:
Preferred units (Note 10)
— — (13,782)— — — (13,782)
Common units ($0.05 per unit)
— (15,052)— — (2,611)— (17,663)
Net income— 22,518 13,782 — 4,004 — 40,304 
Total other comprehensive loss— — — — — (240)(240)
Balances at June 30, 2019300,462,864 $4,450,967 $854,435 52,226,980 $681,816 $8,305 $5,995,523 
Share-based compensation— 1,288 — — — — 1,288 
Common units issued under share-based compensation plans, net of units withheld for employee taxes
48,210 660 — — — — 660 
Redemptions of Class A units200,000 2,606 — (200,000)(2,606)— — 
Distributions to capital holders:
Preferred units (Note 10)
— — (13,782)— — — (13,782)
Common units ($0.05 per unit)
— (15,059)— — (2,601)— (17,660)
Net income— 23,520 13,782 — 4,099 — 41,401 
Total other comprehensive loss— — — — — (241)(241)
Balances at September 30, 2019300,711,074 $4,463,982 $854,435 52,026,980 $680,708 $8,064 $6,007,189 


13


American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Capital (continued)
(Amounts in thousands, except unit data)
(Unaudited)

General PartnerLimited PartnersAccumulated other comprehensive incomeTotal capital
Common capitalPreferred capital amountCommon capital
Number of unitsAmountNumber of unitsAmount
Balances at December 31, 2019300,742,674 $4,474,333 $854,435 52,026,980 $682,199 $7,823 $6,018,790 
Share-based compensation— 1,808 — — — — 1,808 
Common units issued under share-based compensation plans, net of units withheld for employee taxes
208,010 (163)— — — — (163)
Distributions to capital holders:
Preferred units (Note 10)
— — (13,782)— — — (13,782)
Common units ($0.05 per unit)
— (15,088)— — (2,602)— (17,690)
Cumulative effect of adoption of ASU 2016-13 (Notes 2 and 6)— (1,494)— — — — (1,494)
Net income— 20,244 13,782 — 3,501 — 37,527 
Total other comprehensive loss— — — — — (241)(241)
Balances at March 31, 2020300,950,684 $4,479,640 $854,435 52,026,980 $683,098 $7,582 $6,024,755 
Share-based compensation— 2,090 — — — — 2,090 
Common units issued under share-based compensation plans, net of units withheld for employee taxes
197,334 2,878 — — — — 2,878 
Distributions to capital holders:
Preferred units (Note 10)
— — (13,782)— — — (13,782)
Common units ($0.05 per unit)
— (15,098)— — (2,601)— (17,699)
Net income— 15,369 13,782 — 2,656 — 31,807 
Total other comprehensive loss— — — — — (240)(240)
Balances at June 30, 2020301,148,018 $4,484,879 $854,435 52,026,980 $683,153 $7,342 $6,029,809 
Share-based compensation— 2,170 — — — — 2,170 
Common units issued under share-based compensation plans, net of units withheld for employee taxes
78,994 1,246 — — — — 1,246 
Issuance of Class A common units, net of offering costs of $0.6 million
15,036,130 413,500 — — — — 413,500 
Distributions to capital holders:
Preferred units (Note 10)
— — (13,782)— — — (13,782)
Common units ($0.05 per unit)
— (15,814)— — (2,602)— (18,416)
Net income— 22,552 13,782 — 3,819 — 40,153 
Total other comprehensive loss— — — — — (241)(241)
Balances at September 30, 2020316,263,142 $4,908,533 $854,435 52,026,980 $684,370 $7,101 $6,454,439 

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,
20202019
Operating activities
Net income$109,487 $114,796 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization254,653 246,074 
Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument5,564 5,588 
Noncash share-based compensation6,068 3,509 
Loss on early extinguishment of debt— 659 
Equity in net losses (income) of unconsolidated joint ventures963 (771)
Net gain on sale of single-family properties and other(33,838)(32,895)
Loss on impairment of single-family properties and other5,316 3,083 
Other changes in operating assets and liabilities:
Rent and other receivables(20,997)(9,468)
Prepaid expenses and other assets7,879 (2,741)
Deferred leasing costs(3,059)(3,244)
Accounts payable and accrued expenses96,401 95,502 
Amounts due from related parties(1,026)323 
Net cash provided by operating activities427,411 420,415 
Investing activities
Cash paid for single-family properties(170,633)(77,883)
Change in escrow deposits for purchase of single-family properties2,604 (4,543)
Net proceeds received from sales of single-family properties and other185,033 151,502 
Proceeds received from hurricane-related insurance claims3,705 2,171 
Investment in unconsolidated joint ventures(15,667)(4,768)
Distributions from joint ventures81,153 17,393 
Renovations to single-family properties(11,022)(19,332)
Recurring and other capital expenditures for single-family properties(79,077)(52,067)
Cash paid for development activity(420,496)(236,398)
Other purchases of productive assets(12,692)(171)
Net cash used for investing activities(437,092)(224,096)
Financing activities
Proceeds from issuance of Class A common units414,100 — 
Payments of Class A common unit issuance costs(600)— 
Proceeds from exercise of stock options5,599 11,105 
Payments related to tax withholding for share-based compensation(1,638)(834)
Payments on asset-backed securitizations(17,110)(16,287)
Proceeds from revolving credit facility130,000 — 
Payments on revolving credit facility(130,000)(250,000)
Payments on term loan facility— (100,000)
Proceeds from unsecured senior notes, net of discount— 397,944 
Distributions to common unitholders(71,416)(70,533)
Distributions to preferred unitholders(41,346)(41,346)
Deferred financing costs paid— (3,572)
Net cash provided by (used for) financing activities287,589 (73,523)
Net increase in cash, cash equivalents and restricted cash277,908 122,796 
Cash, cash equivalents and restricted cash, beginning of period (see Note 3)164,119 175,214 
Cash, cash equivalents and restricted cash, end of period (see Note 3)$442,027 $298,010 


15


American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)

For the Nine Months Ended
September 30,
20202019
Supplemental cash flow information
Cash payments for interest, net of amounts capitalized$(93,261)$(93,901)
Supplemental schedule of noncash investing and financing activities
Accrued property renovations and development expenditures$14,861 $14,822 
Transfers of completed homebuilding deliveries to properties263,329 107,445 
Property and land contributions to unconsolidated joint ventures(79,370)(18,599)
Note receivable related to a bulk sale of properties, net of discount— 29,474 
Accrued distributions to non-affiliates32 59 

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

16


American Homes 4 Rent
American Homes 4 Rent, L.P.
Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Organization and Operations

    American Homes 4 Rent (“AH4R” or “General Partner”) is a Maryland real estate investment trust (“REIT”) formed on October 19, 2012 for the purpose of acquiring, developing, renovating, leasing and operating single-family homes as rental properties. American Homes 4 Rent, L.P., a Delaware limited partnership formed on October 22, 2012, and its consolidated subsidiaries (collectively, the “Operating Partnership” or the “OP”) is the entity through which the Company conducts substantially all of our business and owns, directly or through subsidiaries, substantially all of our assets. References to the “Company,” “we,” “our” and “us” mean collectively AH4R, the Operating Partnership and those entities/subsidiaries owned or controlled by AH4R and/or the Operating Partnership. As of September 30, 2020, the Company held 53,229 single-family properties in 22 states, including 813 properties classified as held for sale.

    AH4R is the general partner of, and as of September 30, 2020 owned approximately 85.8% of the common partnership interest in, the Operating Partnership. The remaining 14.2% of the common partnership interest was owned by limited partners. As the sole general partner of the Operating Partnership, AH4R has exclusive control of the Operating Partnership’s day-to-day management. The Company’s management operates AH4R and the Operating Partnership as one business, and the management of AH4R consists of the same members as the management of the Operating Partnership. AH4R’s primary function is acting as the general partner of the Operating Partnership. The only material asset of AH4R is its partnership interest in the Operating Partnership. As a result, AH4R generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. AH4R itself is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures, either directly or through its subsidiaries, conducts the operations of the Company’s business and is structured as a limited partnership with no publicly traded equity. One difference between the Company and the Operating Partnership is $25.7 million of asset-backed securitization certificates issued by the Operating Partnership and purchased by AH4R. The asset-backed securitization certificates are recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership. AH4R contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, AH4R receives Operating Partnership units (“OP units”) equal to the number of shares it has issued in the equity offering. Based on the terms of the Agreement of Limited Partnership of the Operating Partnership, as amended, OP units can be exchanged for shares on a one-for-one basis. Except for net proceeds from equity issuances by AH4R, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of OP units.

Note 2. Significant Accounting Policies
 
Basis of Presentation
 
    The accompanying condensed consolidated financial statements are unaudited and present the accounts of both the Company, which include AH4R, the Operating Partnership and their consolidated subsidiaries, as well as 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”) when it owns, directly or indirectly, a majority interest in the entity or is otherwise able to control the entity. The Company consolidates VIEs in accordance with Accounting Standards Codification (“ASC”) No. 810, Consolidation, if the Company is the primary beneficiary of the VIE as determined by the Company’s power to direct the VIE’s activities and its obligation to absorb its losses or the right to receive its benefits that are potentially significant to the VIE. Entities for which the Company owns an interest, but does not consolidate, are accounted for under the equity method of accounting as an investment in an unconsolidated subsidiary and are included in investments in unconsolidated joint ventures within the condensed consolidated balance sheets.

    The condensed consolidated financial statements 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, 2019. 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

17


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 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.

    Effective March 31, 2020, as a result of the expected growth in our joint venture activities, the investments in unconsolidated joint ventures balance has been reclassified into a separate balance sheet line item. This resulted in the reclassification of $67.9 million as of December 31, 2019, which was previously included in escrow deposits, prepaid expenses and other assets, into investments in unconsolidated joint ventures in the condensed consolidated balance sheets. Certain other amounts in the condensed consolidated financial statements for the prior periods have also been reclassified to conform to the current year presentation.

Accounting Pronouncements Adopted January 1, 2020
    
    In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to amend the accounting for credit losses for certain financial instruments by requiring companies to recognize an estimate of expected credit losses as an allowance in order to recognize such losses more timely than under previous guidance that had allowed companies to wait until it was probable such losses had been incurred. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which provides further clarification around some of the amendments in ASU 2016-13. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326) Targeted Transition Relief, which provides entities that have certain instruments within the scope of Topic 326 with an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis upon adoption of Topic 326. In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which provides further clarification around some of the amendments in ASU 2016-13. The guidance is effective for the Company for annual reporting periods beginning after December 15, 2019, and for interim periods within those annual periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. An entity will apply the amendments in these ASUs through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The effect of a prospective transition approach is to maintain the same amortized cost basis before and after the effective date of the guidance. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact on our financial statements (see Note 6. Escrow Deposits, Prepaid Expenses and Other Assets).

    In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. Companies will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. Companies will also be required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019, and for interim periods within those annual periods with early adoption permitted. The amendments on the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact on our financial statements.

    In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The guidance is effective for fiscal years beginning after December 15, 2019, and for interim periods within those annual periods with early adoption permitted. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact on our financial statements.

18



    In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU apply only to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform but do not apply to contract modifications made or hedging relationships entered into or evaluated after December 31, 2022. The amendments in this ASU allow companies to (i) account for modifications to contracts within the scope of ASC 310, Receivables, and ASC 470, Debt, prospectively by adjusting the effective interest rate and (ii) account for modifications to contracts within the scope of ASC 842, Leases, as a continuation of existing lease agreements. The guidance also provides optional expedients for modifications to contracts within the scope of ASC 815, Derivatives and Hedging. The guidance is effective immediately, and entities may elect to apply the guidance as of January 1, 2020 or the beginning of a subsequent interim period, or prospectively from a date beginning January 1, 2020 or in a subsequent interim period up to the date the financial statements are available to be issued. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact on our financial statements.

    In April 2020, the FASB issued staff question and answer (“Q&A”) document Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic. Under ASC No. 842, Leases, lease concessions granted by lessors beyond the enforceable rights and obligations contained in the existing lease agreement would generally be accounted for as a lease modification. The staff Q&A document permits lessors to make an election, if certain criteria are met, to account for a lease concession related to the effects of the COVID-19 pandemic as though it were part of the enforceable rights and obligations of the existing lease agreement rather than account for the concession as a lease modification. The Company elects to not evaluate whether a COVID-19-related concession is a lease modification and elects to not apply the lease modification guidance in those circumstances. The effect of these elections did not have a material impact on the Company’s condensed consolidated financial statements.

Accounting Pronouncements Adopted July 1, 2020

    In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), which clarifies the interaction between ASC Topics 321, 323 and 815. ASC 321, Investments—Equity Securities, provides a company with a measurement alternative to measure certain equity securities without a readily determinable fair value at cost, minus impairment, if any. If the company then identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it should measure the equity security at fair value as of the date that the observable transaction occurred. The amendments in this ASU clarify that a company should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with ASC 321 immediately before applying or upon discontinuing the equity method. The amendments in this ASU also clarify the accounting treatment of forward contracts and purchased options for securities that will be accounted for under the equity method of accounting upon settlement or exercise. The guidance is effective for fiscal years beginning after December 15, 2020, and for interim periods within those annual periods with early adoption permitted. The amendments in this ASU should be applied prospectively by applying the amendments at the beginning of the interim period that includes the adoption date. The Company adopted this guidance effective July 1, 2020. The adoption of this guidance did not have a material impact on our 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 and funds held in the custody of our transfer agent for the payment of distributions. Funds held related to resident security deposits are restricted during the term of the related lease agreement, which is generally one year. Cash reserved in connection with lender requirements is restricted during the term of the related debt instrument.

    The following table provides a reconciliation of cash, cash equivalents and restricted cash per the condensed consolidated statements of cash flows to the corresponding financial statement line items in the condensed consolidated balance sheets (in thousands):
September 30,December 31,
2020201920192018
Cash and cash equivalents$315,808 $171,209 $37,575 $30,284 
Restricted cash126,219 126,801 126,544 144,930 
Total cash, cash equivalents and restricted cash$442,027 $298,010 $164,119 $175,214 


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Note 4. Real Estate Assets, Net
 
    The net book values of real estate assets consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands):
September 30, 2020December 31, 2019
Occupied single-family properties$7,935,286 $7,534,627 
Single-family properties recently acquired or developed22,830 88,181 
Single-family properties in turnover process139,100 308,008 
Single-family properties leased, not yet occupied61,721 55,460 
Single-family properties in operation, net8,158,937 7,986,276 
Development land241,147 224,041 
Single-family properties under development208,720 131,386 
Single-family properties held for sale, net146,447 209,828 
Total real estate assets, net$8,755,251 $8,551,531 

    Depreciation expense related to single-family properties was $83.7 million and $78.3 million for the three months ended September 30, 2020 and 2019, respectively, and $245.1 million and $233.7 million for the nine months ended September 30, 2020 and 2019, respectively.

    The following table summarizes the Company’s dispositions of single-family properties and land for the three and nine months ended September 30, 2020 and 2019 (in thousands, except property data):

For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2020201920202019
Single-family properties:
Properties sold233 341 859 954 
Net proceeds (1)
$56,150 $64,014 $184,962 $179,465 
Net gain on sale (2)
$12,422 $13,506 $36,831 $32,655 
Land:
Net proceeds$— $316 $71 $1,511 
Net gain on sale$— $15 $$240 
(1)Total net proceeds for the nine months ended September 30, 2019 included a $30.7 million note receivable, before a $1.2 million discount, which is presented in escrow deposits, prepaid expenses and other assets (see Note 6. Escrow Deposits, Prepaid Expenses and Other Assets).
(2)Includes gain or loss on transfers to unconsolidated joint ventures.

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 $49.9 million and $48.3 million for the three months ended September 30, 2020 and 2019, respectively, and $125.4 million and $123.6 million for the nine months ended September 30, 2020 and 2019, respectively. Variable lease payments for fees from single-family properties were $4.3 million and $3.7 million for the three months ended September 30, 2020 and 2019, respectively, and $11.7 million and $10.2 million for the nine months ended September 30, 2020 and 2019, 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 September 30, 2020 (in thousands):
September 30, 2020
Remaining 2020$232,350 
2021381,892 
202217,003 
202382 
Total$631,327 


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    As of September 30, 2020 and December 31, 2019, rent and other receivables also included $4.8 million and $2.7 million of insurance claims receivables.

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, 2020 and December 31, 2019 (in thousands):
 September 30, 2020December 31, 2019
Escrow deposits, prepaid expenses and other$45,687 $54,545 
Deferred costs and other intangibles, net5,352 6,840 
Notes receivable, net35,434 36,834 
Commercial real estate, software, vehicles and FF&E, net48,778 42,742 
Total$135,251 $140,961 

    Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $2.3 million and $2.0 million for the three months ended September 30, 2020 and 2019, respectively, and $6.4 million and $5.7 million for the nine months ended September 30, 2020 and 2019, respectively.

Deferred Costs and Other Intangibles, Net

    Deferred costs and other intangibles, net, consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands):
 September 30, 2020December 31, 2019
Deferred leasing costs$3,632 $3,738 
Deferred financing costs11,244 11,244 
Database intangible asset— 2,100 
 14,876 17,082 
Less: accumulated amortization(9,524)(10,242)
Total$5,352 $6,840 

    Amortization expense related to deferred leasing costs, the value of in-place leases, and database intangibles was $1.0 million and $1.8 million for the three months ended September 30, 2020 and 2019, respectively, and $3.1 million and $6.7 million for the nine months ended September 30, 2020 and 2019, respectively, and was included in depreciation and amortization within the condensed consolidated statements of operations. Amortization of deferred financing costs that relate to our revolving credit facility was $0.5 million for both the three months ended September 30, 2020 and 2019 and $1.5 million for both the nine months ended September 30, 2020 and 2019 and was included in gross interest, prior to interest capitalization (see Note 8. Debt).
 
    The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of September 30, 2020 for future periods (in thousands):
Deferred
Leasing Costs
Deferred
Financing Costs
Total
Remaining 2020$832 $495 $1,327 
20211,093 1,964 3,057 
2022— 968 968 
Total$1,925 $3,427 $5,352 

Notes Receivable, Net

    The Company obtained promissory notes in connection with two bulk dispositions of our single-family properties. The promissory note obtained during the second quarter of 2019 matures in the second quarter of 2025 and the promissory note obtained during the first quarter of 2017 matures in the first quarter of 2022. The promissory notes are secured by first priority mortgages on the disposed homes, contain certain covenants and require monthly or quarterly interest payments with the full principal due at maturity.

    Notes receivable are presented net of discounts, and interest income from the notes, including amortization of discounts, is presented in other revenues within the condensed consolidated statements of operations. Upon adoption of ASU 2016-13 on January 1, 2020 (see Note 2. Significant Accounting Policies), we are required to estimate and recognize lifetime expected losses, rather than incurred losses, on these notes receivable, which results in the earlier recognition of credit losses even if the expected risk of credit

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loss is remote. An allowance for expected credit losses of $1.5 million was established with a cumulative-effect adjustment to accumulated deficit in the condensed consolidated statements of equity. Notes receivable are presented net of the allowance for expected credit losses, which the Company estimates on a quarterly basis based on (i) credit quality indicators such as the borrower’s historical performance, including the borrower’s financial results and satisfaction of scheduled payments, (ii) current conditions, including macroeconomic conditions and other conditions affecting the borrower, and (iii) other reasonable and supportable forecasts about the future. As part of the monitoring process, we may meet with a borrower’s management to better understand such borrower’s financial performance and its future plans on an as-needed basis. A note receivable will be categorized as non-performing if a borrower experiences financial difficulty and has failed to make scheduled payments. Changes to the allowance for expected credit losses are recognized in other expenses within the condensed consolidated statements of operations.

Note 7. Investments in Unconsolidated Joint Ventures

    As of September 30, 2020, the Company held 20% ownership interests in three unconsolidated joint ventures. In evaluating the Company’s 20% ownership interests in these joint ventures, we concluded that the joint ventures are not VIEs after applying the variable interest model and, therefore, we account for our interests in the joint ventures as investments in unconsolidated subsidiaries after applying the voting interest model using the equity method of accounting.

    During the second quarter of 2014, the Company entered into a joint venture with the Alaska Permanent Fund Corporation (the “Alaska JV”) to invest in homes acquired through traditional acquisition channels and during the third quarter of 2018, the Company entered into a joint venture with another leading institutional investor (the “Institutional Investor JV”) to invest in newly constructed single-family rental homes. During the first quarter of 2020, the Company entered into a $253.1 million strategic joint venture, which has an evergreen term, with institutional investors advised by J.P. Morgan Asset Management (the “J.P. Morgan JV”) focused on constructing and operating newly built rental homes, which was subsequently upsized to $625.0 million during the second quarter of 2020.

    The following table summarizes our investments in unconsolidated joint ventures (in thousands, except percentages and property data):
Joint Venture Description% Ownership at September 30, 2020Completed Homes at September 30, 2020Balances at
September 30, 2020
Balances at
December 31, 2019
Alaska JV20 %373 $26,873 $29,326 
Institutional Investor JV20 %642 28,821 33,757 
J.P. Morgan JV20 %116 19,287 — 
Other (1)
N/AN/A— 4,852 
1,131 $74,981 $67,935 
(1)    Includes legacy joint ventures, which the Company acquired as part of the American Residential Properties, Inc. merger in February 2016, that were liquidated during the first quarter of 2020.

    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 $1.7 million and $1.0 million for the three months ended September 30, 2020 and 2019, respectively, and $3.9 million and $2.4 million for the nine months ended September 30, 2020 and 2019, respectively, and was included in other revenues 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.

    In August 2020, Institutional Investor JV entered into a loan agreement to borrow up to a $201.0 million aggregate commitment. During the initial two-year term, the loan bears interest at LIBOR plus a 3.50% margin and matures on August 11, 2022. The loan agreement provides for three one-year extension options that include additional fees and interest. As of September 30, 2020, the joint venture’s loan had an $85.2 million outstanding principal balance. The Company has provided a customary non-recourse guarantee that may become a liability for us upon a voluntary bankruptcy filing by the joint venture or occurrence of other actions such as fraud or a material misrepresentation by us or the joint venture. To date, the guarantee has not been invoked and we believe that the actions that would trigger a guarantee would generally be disadvantageous to the joint venture and us, and therefore are unlikely to occur. However, there can be no assurances that actions that could trigger the guarantee will not occur.

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Note 8. Debt

    All of the Company’s indebtedness is debt of the Operating Partnership. AH4R is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The following table presents the Company’s debt as of September 30, 2020 and December 31, 2019 (in thousands):
   Outstanding Principal Balance
 
Interest Rate (1)
Maturity DateSeptember 30, 2020December 31, 2019
AH4R 2014-SFR2 securitization4.42%October 9, 2024$481,520 $485,828 
AH4R 2014-SFR3 securitization4.40%December 9, 2024496,577 501,393 
AH4R 2015-SFR1 securitization (2)
4.14%April 9, 2045522,338 526,560 
AH4R 2015-SFR2 securitization (3)
4.36%October 9, 2045453,448 457,212 
Total asset-backed securitizations  1,953,883 1,970,993 
2028 unsecured senior notes (4)
4.08%February 15, 2028500,000 500,000 
2029 unsecured senior notes4.90%February 15, 2029400,000 400,000 
Revolving credit facility (5)
1.35%June 30, 2022— — 
Total debt  2,853,883 2,870,993 
Unamortized discounts on unsecured senior notes(3,780)(4,143)
Deferred financing costs, net (6)
(28,911)(33,353)
Total debt per balance sheet$2,821,192 $2,833,497 
(1)Interest rates are as of September 30, 2020. Unless otherwise stated, interest rates are fixed percentages.
(2)The AH4R 2015-SFR1 securitization has an anticipated repayment date of April 9, 2025.
(3)The AH4R 2015-SFR2 securitization has an anticipated repayment date of October 9, 2025.
(4)The stated interest rate on the 2028 unsecured senior notes is 4.25%, which was effectively hedged to yield an interest rate of 4.08%.
(5)The revolving credit facility provides for a borrowing capacity of up to $800.0 million and the Company had approximately $1.5 million and $6.2 million committed to outstanding letters of credit that reduced our borrowing capacity as of September 30, 2020 and December 31, 2019, respectively. The revolving credit facility bears interest at LIBOR plus 1.20% as of September 30, 2020. LIBOR is expected to be discontinued after 2021 and the Company expects to replace the contractual reference rate with an appropriate alternative. The Company does not expect this modification to have a material impact on its financial statements.
(6)Deferred financing costs relate to our asset-backed securitizations and unsecured senior notes. Amortization of deferred financing costs was $1.5 million for both the three months ended September 30, 2020 and 2019 and $4.5 million for both the nine months ended September 30, 2020 and 2019, respectively, which was 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 September 30, 2020 (in thousands):
Debt Maturities
Remaining 2020$5,179 
202120,714 
202220,714 
202320,714 
2024954,560 
Thereafter1,832,002 
Total debt$2,853,883 

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, 2020 and 2019 (in thousands):
 For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
 2020201920202019
Gross interest cost$34,075 $34,213 $103,069 $104,046 
Capitalized interest(4,808)(2,748)(14,529)(8,095)
Interest expense$29,267 $31,465 $88,540 $95,951 


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Note 9. Accounts Payable and Accrued Expenses
 
    The following table summarizes accounts payable and accrued expenses as of September 30, 2020 and December 31, 2019 (in thousands):
 September 30, 2020December 31, 2019
Accrued property taxes$132,246 $44,280 
Resident security deposits90,211 84,832 
Prepaid rent21,259 19,970 
Accrued construction and maintenance liabilities18,959 20,435 
Accrued interest12,805 23,090 
Accounts payable1,598 5,037 
Accrued distribution payable— 13,024 
Other accrued liabilities47,654 32,525 
Total$324,732 $243,193 

Note 10. Shareholders’ Equity / Partners’ Capital

    When the Company issues common or preferred shares, the Operating Partnership issues an equivalent number of units of partnership interest of a corresponding class to AH4R, with the Operating Partnership receiving the net proceeds from the share issuances.

Class A Common Share Offering

    During the third quarter of 2020, the Company issued 14,950,000 Class A common shares of beneficial interest, $0.01 par value per share, in an underwritten public offering, raising net proceeds of $411.7 million after deducting underwriting discounts and before offering costs of approximately $0.2 million. The Company used the net proceeds from this offering to repay indebtedness the Company had incurred under its revolving credit facility and intends to use the remaining net proceeds (i) to develop new single-family properties and communities, (ii) to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iii) for general corporate purposes. The Operating Partnership issued an equivalent number of corresponding Class A units to AH4R in exchange for the net proceeds from the issuance.

At-the-Market Common Share Offering Program
    During the second quarter of 2020, the Company extended its at-the-market common share offering program under which we can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $500.0 million (the “At-the-Market Program”). The At-the-Market Program also provides that we may enter into forward contracts for our Class A common shares with forward sellers and forward purchasers. The Company intends to use any net proceeds from the At-the-Market Program (i) to repay indebtedness the Company has incurred or expects to incur under its revolving credit facility, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with 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. The At-the-Market Program may be suspended or terminated by the Company at any time. During the three and nine months ended September 30, 2020, the Company issued 86,130 Class A common shares under the At-the-Market Program, raising $2.4 million in gross proceeds before commissions and other expenses of approximately $0.4 million. As of September 30, 2020, 86,130 shares have been issued under the At-the-Market Program and $497.6 million remained available for future share issuances.

Share Repurchase Program

    The Company’s board of trustees authorized the establishment of our share repurchase program, authorizing 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, 2020 and 2019, we did not repurchase and retire any of our shares. As of September 30, 2020, 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.


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Preferred Shares

    As of September 30, 2020 and December 31, 2019, the Company had the following series of preferred shares outstanding (in thousands, except share data):
September 30, 2020December 31, 2019
SeriesIssuance DateEarliest Redemption DateDividend RateOutstanding SharesCurrent Liquidation Value Outstanding SharesCurrent Liquidation Value
Series D perpetual preferred shares5/24/20165/24/20216.500 %10,750,000 $268,750 10,750,000 $268,750 
Series E perpetual preferred shares6/29/20166/29/20216.350 %9,200,000 230,000 9,200,000 230,000 
Series F perpetual preferred shares4/24/20174/24/20225.875 %6,200,000 155,000 6,200,000 155,000 
Series G perpetual preferred shares7/17/20177/17/20225.875 %4,600,000 115,000 4,600,000 115,000 
Series H perpetual preferred shares9/19/20189/19/20236.250 %4,600,000 115,000 4,600,000 115,000 
Total preferred shares35,350,000 $883,750 35,350,000 $883,750 

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 Operating Partnership units.
For the Three Months Ended
SecuritySeptember 30,
2020
June 30,
2020
March 31,
2020
September 30,
2019
June 30,
2019
March 31,
2019
Class A and Class B common shares$0.05 $0.05 $0.05 $0.05 $0.05 $0.05 
6.500% Series D perpetual preferred shares
0.41 0.41 0.41 0.41 0.41 0.41 
6.350% Series E perpetual preferred shares
0.40 0.40 0.40 0.40 0.40 0.40 
5.875% Series F perpetual preferred shares
0.37 0.37 0.37 0.37 0.37 0.37 
5.875% Series G perpetual preferred shares
0.37 0.37 0.37 0.37 0.37 0.37 
6.250% Series H perpetual preferred shares
0.39 0.39 0.39 0.39 0.39 0.39 

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 51,429,990, or approximately 14.0% and 14.6%, of the total 368,290,122 and 352,769,654 Class A units in the Operating Partnership as of September 30, 2020 and December 31, 2019, respectively. Noncontrolling interest also includes interests held by non-affiliates in Class A units in the Operating Partnership. Non-affiliate Class A unitholders owned 596,990, or approximately 0.2%, of the total 368,290,122 and 352,769,654 Class A units in the Operating Partnership as of September 30, 2020 and December 31, 2019, respectively. The Operating Partnership units owned by former AH LLC members and non-affiliates reflected as noncontrolling interest in the Company’s condensed consolidated balance sheets are reflected as limited partner capital in the Operating Partnership’s condensed consolidated balance sheets.

Note 11. Share-Based Compensation

2012 Equity Incentive Plan

    The Company’s employees are compensated through the Operating Partnership, including share-based compensation. When the Company issues Class A common shares under the 2012 Equity Incentive Plan (the “Plan”), the Operating Partnership issues an equivalent number of Class A units to AH4R and non-management members of our board of trustees.
 
    Restricted stock units (“RSUs”) granted to employees during the nine months ended September 30, 2020 vest over a three-year service period, and stock options and RSUs granted to employees during the nine months ended September 30, 2019 vest over a four-year service period. RSUs granted to non-management trustees vest over a one-year service period. Stock options granted during the nine months ended September 30, 2019 expire 10 years from the date of grant.
 

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    The following table summarizes stock option activity under the Plan for the nine months ended September 30, 2020 and 2019:

For the Nine Months Ended
September 30,
 20202019
Options outstanding at beginning of period1,529,800 2,252,275 
Granted— 20,000 
Exercised(333,650)(698,525)
Forfeited(2,850)(12,350)
Options outstanding at end of period1,193,300 1,561,400 
Options exercisable at end of period1,049,200 1,194,750 
  
    The following table summarizes RSU activity under the Plan for the nine months ended September 30, 2020 and 2019:

For the Nine Months Ended
September 30,
 20202019
RSUs outstanding at beginning of period599,109 372,375 
Units awarded470,147 345,334 
Units vested(207,947)(111,000)
Units forfeited(42,565)(11,900)
RSUs outstanding at end of period818,744 594,809 

    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. The following table summarizes the activity that relates to the Company’s noncash share-based compensation expense for the three and nine months ended September 30, 2020 and 2019 (in thousands):

For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2020201920202019
General and administrative expense$1,723 $938 $4,741 $2,520 
Property management expenses447 350 1,327 989 
Total noncash share-based compensation expense$2,170 $1,288 $6,068 $3,509 


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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, 2020 and 2019 (in thousands, except share and per share data):

For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
 2020201920202019
Numerator:    
Net income$40,153 $41,401 $109,487 $114,796 
Less:
Noncontrolling interest 3,819 4,099 9,976 11,129 
Dividends on preferred shares13,782 13,782 41,346 41,346 
Allocation to participating securities (1)
56 48 152 122 
Numerator for income per common share–basic and diluted$22,496 $23,472 $58,013 $62,199 
Denominator:
Weighted-average common shares outstanding–basic308,080,226 300,580,978 303,319,053 298,974,146 
Effect of dilutive securities:
Share-based compensation plan (2)
461,276 451,877 456,503 505,088 
Weighted-average common shares outstanding–diluted (3)
308,541,502 301,032,855 303,775,556 299,479,234 
Net income per common share:
Basic$0.07 $0.08 $0.19 $0.21 
Diluted$0.07 $0.08 $0.19 $0.21 
(1)Unvested restricted stock units 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.
(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, 2020 and 2019 (in thousands, except unit and per unit data):

For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
 2020201920202019
Numerator:    
Net income$40,153 $41,401 $109,487 $114,796 
Less:
Preferred distributions13,782 13,782 41,346 41,346 
Allocation to participating securities (1)
56 48 152 122 
Numerator for income per common unit–basic and diluted$26,315 $27,571 $67,989 $73,328 
Denominator:
Weighted-average common units outstanding–basic360,107,206 352,714,480 355,346,033 352,362,220 
Effect of dilutive securities:
Share-based compensation plan (2)
461,276 451,877 456,503 505,088 
Weighted-average common units outstanding–diluted360,568,482 353,166,357 355,802,536 352,867,308 
Net income per common unit:
Basic$0.07 $0.08 $0.19 $0.21 
Diluted$0.07 $0.08 $0.19 $0.21 
(1)Unvested restricted stock units 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.

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 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, 2020 and December 31, 2019 (in thousands):
September 30, 2020December 31, 2019
Carrying ValueFair ValueCarrying ValueFair Value
AH4R 2014-SFR2 securitization$476,360 $490,024 $479,706 $491,302 
AH4R 2014-SFR3 securitization491,180 506,204 495,029 510,486 
AH4R 2015-SFR1 securitization516,367 531,225 519,576 534,531 
AH4R 2015-SFR2 securitization447,818 462,657 450,733 466,558 
Total asset-backed securitizations1,931,725 1,990,110 1,945,044 2,002,877 
2028 unsecured senior notes, net494,181 568,775 493,589 531,870 
2029 unsecured senior notes, net395,286 477,008 394,864 446,728 
Total unsecured senior notes, net889,467 1,045,783 888,453 978,598 
Revolving credit facility— — — — 
Total debt$2,821,192 $3,035,893 $2,833,497 $2,981,475 

Note 14. Related Party Transactions

    As of September 30, 2020 and December 31, 2019, affiliates owned approximately 14.2% and 13.6%, 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 51,272,165 Class A units as of September 30, 2020 and December 31, 2019) an approximate 26.3% interest as of September 30, 2020 and December 31, 2019.

    American Homes 4 Rent

    As of December 31, 2019, the Company had a $4.6 million payable related to accrued common distributions to affiliates, which was included in amounts payable to affiliates on the Company’s condensed consolidated balance sheets.

    American Homes 4 Rent, L.P.

    As of September 30, 2020, the Operating Partnership had a receivable from affiliates of $25.7 million related to the asset-backed securitization certificates held by AH4R, which was included in amounts due from affiliates on the Operating Partnership’s condensed consolidated balance sheets. As of December 31, 2019, the Operating Partnership had a receivable from affiliates of $25.7 million related to the asset-backed securitization certificates held by AH4R, which was included in amounts due from affiliates on the Operating Partnership’s condensed consolidated balance sheets, and had a $4.6 million payable related to accrued common distributions to affiliates, which was included in amounts payable to affiliates on the Operating Partnership’s condensed consolidated balance sheets.

Note 15. Commitments and Contingencies
 
    As of September 30, 2020, the Company had commitments to acquire 396 single-family properties for an aggregate purchase price of $99.8 million, as well as $65.5 million in purchase commitments that relate to both third-party developer agreements and land for our AMH Development Program. As of December 31, 2019, the Company had commitments to acquire 289 single-family properties for an aggregate purchase price of $75.1 million, as well as $44.3 million in purchase commitments that relate to both third-party developer agreements and land for our AMH Development Program.

    As of September 30, 2020 and December 31, 2019, the Company had sales in escrow for approximately 108 and 305 of our single-family properties, respectively, for aggregate selling prices of $26.7 million and $57.5 million, respectively.

    As of September 30, 2020 and December 31, 2019, the Company, as a condition for entering into some of its development contracts, had outstanding surety bonds of approximately $36.0 million and $14.5 million, respectively.

    During the third quarter of 2020, we received a notice from the Georgia Attorney General’s Office seeking certain information relevant to an investigation they are conducting about our customary landlord-tenant matters. We are cooperating with the Georgia Attorney General’s Office on this matter.

    The Company is currently involved in a legal matter with a former employee. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As

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of September 30, 2020, the Company recorded a provision of $2.9 million for its estimated liability, net of insurance recoveries, related to this matter.

    We are involved in various other legal and administrative proceedings that are incidental to our business. We believe these matters will not have a materially adverse effect on our financial position or results of operations upon resolution.

COVID-19 Pandemic

    The global economy has continued to be severely impacted by the COVID-19 pandemic. We are actively monitoring the impact of the COVID-19 pandemic, which we anticipate will negatively impact our business and results of operations for our fourth fiscal quarter and likely beyond. The extent to which our operations will be impacted will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the pandemic, the speed and effectiveness of vaccine and treatment developments and actions by government authorities to contain the pandemic or treat its impact, among other things.

Note 16. Subsequent Events

Subsequent Acquisitions

    From October 1, 2020 through October 31, 2020, the Company added 202 properties to its portfolio for a total cost of approximately $57.0 million, which included 95 newly constructed properties delivered through our AMH Development Program and 15 newly constructed homes acquired from third-party developers through our National Builder Program.

Subsequent Dispositions

    From October 1, 2020 through October 31, 2020, the Company disposed of 79 properties for aggregate net proceeds of approximately $18.2 million.

Subsequent Joint Venture Activity

    From October 1, 2020 through October 31, 2020, the Company contributed $22.9 million of land and in-process development projects to unconsolidated joint ventures and received $18.3 million in cash distributions from unconsolidated joint ventures in respect of its contributions.


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
    The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.

Overview
 
    We are a Maryland REIT focused on acquiring, developing, renovating, leasing and operating single-family homes as rental properties. The Operating Partnership is the entity through which we conduct substantially all of our business and own, directly or through subsidiaries, substantially all of our assets. We commenced operations in November 2012.
 
    As of September 30, 2020, we owned 53,229 single-family properties in selected sub-markets of metropolitan statistical areas (“MSAs”) in 22 states, including 813 properties held for sale, compared to 52,552 single-family properties in 22 states, including 1,187 properties held for sale, as of December 31, 2019, and 52,537 single-family properties in 22 states, including 1,439 properties held for sale as of September 30, 2019. As of September 30, 2020, we had commitments to acquire an additional 396 single-family properties for an aggregate purchase price of $99.8 million, as well as $65.5 million in purchase commitments that relate to both third-party developer agreements and land for our AMH Development Program. As of September 30, 2020, 51,090, or 97.5%, of our total properties (excluding properties held for sale) were occupied, compared to 48,767, or 94.9%, of our total properties (excluding properties held for sale) as of December 31, 2019, and 48,868, or 95.6%, of our total properties (excluding properties held for sale) as of September 30, 2019. Also, as of September 30, 2020, the Company had an additional 1,131 properties held in unconsolidated joint ventures, compared to 808 properties held in unconsolidated joint ventures as of December 31, 2019, and 717 properties held in unconsolidated joint ventures as of September 30, 2019. Our portfolio of single-family properties, including those held in our unconsolidated joint ventures, is internally managed through our proprietary property management platform.

COVID-19 Business Update

    The Company has maintained continuity in business operations since the beginning of the COVID-19 pandemic and produced strong operating results in the third quarter of 2020 demonstrating the flexibility of its technology enabled operating platform and the resiliency of its high-quality, diversified portfolio. Comprehensive remote working policies remain in place for all corporate and field offices, and operational protocols have been tailored based on state and local mandates to ensure continuity of services, while protecting employees, residents and their families.

    Driven by shifting housing preferences as households migrate away from city centers and apartments, the Company is experiencing record demand levels and reported its highest ever Same-Home portfolio Average Occupied Days Percentages in September and October 2020 of 97.2% and 97.2%, respectively. Additionally, as the Company entered the third quarter of 2020, it began a socially responsible return to normal operating practices, including the assessment of late fees, in jurisdictions where allowable, and modest renewal increases on expiring leases.

    Collections continue to remain resilient. The Company reported third quarter 2020 rental revenue equivalent to 98.0% of quarterly rental billings, comprised of: (i) one percentage point of second quarter 2020 rental billings received and recognized in the third quarter and (ii) 97.0% of revenue recognition on third quarter rental billings. On a cumulative basis through October 2020, we have now received 97.5% of second quarter rental billings and 96.3% of third quarter rental billings, which is consistent with second quarter payment history for the same time frame. Collections are reported without application of any existing resident security deposits or adjustment for deferred payment plans.

    During October 2020, the Company has collected 93.7% of October rents, which represents 101% of second quarter 2020 payment history for the same time frame.

    Although the Company has produced strong operating results to date during the COVID-19 pandemic, the extent to which the pandemic will ultimately impact us and our residents will depend on future developments which are highly uncertain. These include the scope, severity and duration of the pandemic, including resurgences, status of eviction moratoriums, the speed and effectiveness of vaccine and treatment developments and the direct and indirect economic effects of the pandemic and containment measures, among others.

    For more information on risks related to COVID-19, see Part II, “Item 1A. Risk Factors—We are subject to risks from the global pandemic associated with COVID-19 and we may in the future be subject to risks from other public health crises.”


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Key Single-Family Property and Leasing Metrics
 
    The following table summarizes certain key single-family properties metrics as of September 30, 2020:

Market
Number of Single-Family Properties (1)
% of Total Single-Family PropertiesGross Book Value (millions)% of Gross Book Value TotalAvg. Gross Book Value per PropertyAvg.
Sq. Ft.
Avg. Property Age (years)Avg. Year
Purchased or Delivered
 Atlanta, GA 4,919 9.4 %$903.5 9.2 %$183,684 2,165 17.32015
 Dallas-Fort Worth, TX 4,309 8.2 %717.9 7.3 %166,603 2,117 16.52014
 Charlotte, NC 3,789 7.2 %748.1 7.6 %197,444 2,099 16.02015
 Phoenix, AZ 3,114 5.9 %552.5 5.6 %177,414 1,835 17.02015
 Houston, TX 2,988 5.7 %495.8 5.0 %165,923 2,094 14.72014
 Nashville, TN 2,868 5.5 %619.8 6.3 %216,094 2,109 15.02015
 Indianapolis, IN 2,801 5.3 %433.7 4.4 %154,853 1,930 18.02013
 Tampa, FL 2,417 4.6 %488.5 5.0 %202,117 1,943 14.42015
 Jacksonville, FL 2,374 4.5 %431.8 4.4 %181,887 1,938 14.62015
 Raleigh, NC 2,093 4.0 %389.5 4.0 %186,084 1,879 15.32014
 Columbus, OH 2,046 3.9 %356.5 3.6 %174,226 1,870 18.72015
 Cincinnati, OH 1,967 3.8 %347.1 3.5 %176,466 1,853 18.22013
 Greater Chicago area, IL and IN
1,731 3.3 %317.8 3.2 %183,566 1,869 19.12013
 Orlando, FL 1,739 3.3 %321.8 3.3 %185,020 1,901 18.22015
 Salt Lake City, UT 1,545 2.9 %396.5 4.0 %256,653 2,185 17.12015
 Charleston, SC 1,242 2.4 %253.4 2.6 %204,036 1,972 11.92016
 Las Vegas, NV 1,077 2.1 %198.2 2.0 %184,017 1,852 16.72013
 San Antonio, TX 931 1.8 %150.7 1.5 %161,893 2,019 16.52014
 Savannah/Hilton Head, SC 916 1.7 %168.2 1.7 %183,625 1,871 12.62016
 Denver, CO 829 1.6 %247.8 2.5 %298,932 2,106 18.22015
All Other (2)
6,721 12.9 %1,297.7 13.3 %193,077 1,877 15.72015
Total/Average52,416 100.0 %$9,836.8 100.0 %$187,667 1,987 16.32014

(1)Excludes 813 single-family properties held for sale as of September 30, 2020.
(2)Represents 15 markets in 14 states.


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    The following table summarizes certain key leasing metrics as of September 30, 2020:

Total Single-Family Properties (1)
Market
Avg. Occupied Days
Percentage (2)
Avg. Monthly Realized Rent per property (3)
Avg. Original Lease Term (months) (4)
Avg. Remaining Lease Term (months) (4)
Avg. Blended Change in
Rent (5)
Atlanta, GA97.0 %$1,671 12.0 7.2 2.8 %
Dallas-Fort Worth, TX96.2 %1,796 12.2 6.8 2.4 %
Charlotte, NC97.8 %1,652 12.3 7.4 2.9 %
Phoenix, AZ98.0 %1,515 12.0 6.6 5.3 %
Houston, TX95.8 %1,685 12.4 7.0 1.7 %
Nashville, TN95.6 %1,787 12.0 7.1 2.1 %
Indianapolis, IN97.0 %1,481 12.0 7.1 3.4 %
Tampa, FL97.2 %1,745 12.0 7.1 2.8 %
Jacksonville, FL97.0 %1,632 12.0 7.0 3.0 %
Raleigh, NC96.4 %1,581 12.3 7.2 2.1 %
Columbus, OH98.0 %1,698 12.0 6.8 3.0 %
Cincinnati, OH97.1 %1,659 11.9 7.0 3.1 %
Greater Chicago area, IL and IN97.3 %1,916 12.2 7.1 3.1 %
Orlando, FL96.0 %1,736 12.1 7.3 2.0 %
Salt Lake City, UT97.7 %1,836 12.1 7.3 3.9 %
Charleston, SC97.0 %1,763 12.0 7.2 3.0 %
Las Vegas, NV97.0 %1,637 12.0 7.1 3.8 %
San Antonio, TX95.4 %1,572 12.1 6.8 1.5 %
Savannah/Hilton Head, SC96.4 %1,613 12.1 7.1 2.2 %
Denver, CO94.9 %2,284 12.1 7.1 3.1 %
All Other (6)
97.0 %1,668 12.1 7.1 2.7 %
Total/Average 96.9 %$1,689 12.1 7.1 2.8 %

(1)Leasing information excludes 813 single-family properties held for sale as of September 30, 2020.
(2)For the three months ended September 30, 2020, Average Occupied Days Percentage represents the number of days a property is occupied in the period divided by the total number of days the property is owned during the same period after initially being placed in-service.
(3)For the three months ended September 30, 2020, Average Monthly Realized Rent is calculated as the lease component of rents and other single-family property revenues (i.e., rents from single-family properties) divided by the product of (a) number of properties and (b) Average Occupied Days Percentage, divided by the number of months. For properties partially owned during the period, this is adjusted to reflect the number of days of ownership.
(4)Average Original Lease Term and Average Remaining Lease Term are reflected as of period end.
(5)Represents the percentage change in rent on all non-month-to-month lease renewals and re-leases during the three months ended September 30, 2020, compared to the annual rent of the previously expired non-month-to-month comparable long-term lease for each property.
(6)Represents 15 markets in 14 states.

    We believe these key single-family property and leasing metrics provide useful information to investors because they allow investors to understand the composition and performance of our properties on a market by market basis. Management also uses these metrics to understand the composition and performance of our properties at the market level.

Factors That Affect Our Results of Operations and Financial Condition
 
    Our results of operations and financial condition are affected by numerous factors, many of which are beyond our control. Currently, the most significant factor impacting us is the effect of the COVID-19 pandemic, which is discussed above. Other key factors that impact our results of operations and financial condition include the pace at which we identify and acquire suitable properties, the time and cost required to renovate the acquired properties, the pace and cost of our property developments, the time to lease newly acquired or developed properties at acceptable rental rates, occupancy levels, rates of tenant turnover, the length of vacancy in properties between tenant leases, our expense ratios, our ability to raise capital and our capital structure.
 
    Property Acquisitions, Development and Dispositions
 
    Since our formation, we have rapidly but systematically grown our portfolio of single-family properties. Our ability to identify and acquire homes that meet our investment criteria is impacted by home prices in our target markets, the inventory of properties available-for-sale through traditional acquisition channels, competition for our target assets and our available capital. We are increasingly focused on developing “built-for-rental” homes through our internal AMH Development Program and acquiring newly constructed homes from third-party developers through our National Builder Program. Opportunities from these new

33


construction channels are impacted by the availability of vacant developed lots, development land assets and inventory of homes currently under construction or newly developed. Our level of investment activity has fluctuated based on the number of suitable opportunities and the level of capital available to invest. During the three months ended September 30, 2020, we developed or acquired 508 homes, including 400 newly constructed properties delivered through our AMH Development Program and 108 homes acquired through our National Builder Program and traditional acquisition channel, partially offset by 233 homes sold and 46 homes contributed to unconsolidated joint ventures. We are currently continuing construction activity on our existing pipeline of internally developed built-for-rental homes, subject to compliance with state and local mandates related to COVID-19, and we have resumed acquisitions through our National Builder Program and traditional acquisition channel.

    Our properties held for sale were identified based on sub-market analysis, as well as individual property-level operational review. As of September 30, 2020 and December 31, 2019, there were 813 and 1,187 properties, respectively, classified as held for sale. We will continue to evaluate our properties for potential disposition going forward as a normal course of business.

    Property Operations

    Homes added to our portfolio through new construction channels include properties developed through our internal AMH Development Program and newly constructed properties acquired from third-party developers through our National Builder Program. Rental homes developed through our AMH Development Program involve substantial up-front costs, time to acquire and develop land, time to build the rental home, and time to lease the rental home before the home generates income. This process is dependent upon the nature of each lot acquired and the timeline varies primarily due to land development requirements. Once land development requirements have been met, on average it takes approximately four to six months to complete the rental home vertical construction process. Our internal construction program is managed by our team of development professionals that oversee the full rental home construction process including all land development and work performed by subcontractors. We typically incur costs between $200,000 and $350,000 to acquire and develop land and build a rental home. Homes added through our AMH Development Program are available for lease immediately upon or shortly after receipt of a certificate of occupancy. Rental homes acquired from third-party developers through our National Builder Program are dependent on the inventory of newly constructed homes and homes currently under construction.

    Homes added to our portfolio through traditional acquisition channels require expenditures in addition to payment of the purchase price, including property inspections, closing costs, liens, title insurance, transfer taxes, recording fees, broker commissions, property taxes and homeowner association (“HOA”) fees, when applicable. In addition, we typically incur costs between $15,000 and $30,000 to renovate a home acquired through traditional acquisition channels to prepare it for rental. Renovation work varies, but may include paint, flooring, cabinetry, appliances, plumbing hardware and other items required to prepare the home for rental. The time and cost involved to prepare our homes for rental can impact our financial performance and varies among properties based on several factors, including the source of acquisition channel and age and condition of the property. On average, it takes approximately 40 to 60 days to complete the renovation process.

    Our operating results are also impacted by the amount of time it takes to market and lease a property, which can vary greatly among properties, and is impacted by local demand, our marketing techniques and the size of our available inventory. On average, it takes approximately 20 to 40 days to lease a property after acquiring or developing a new property through our new construction channels or after completing the renovation process for a traditionally acquired property. Lastly, our operating results are impacted by the length of stay of our tenants and the amount of time it takes to prepare and re-lease a property after a tenant vacates. This process, which we refer to as “turnover,” is impacted by numerous factors, including the condition of the home upon move-out of the previous tenant, and by local demand, our marketing techniques and the size of our available inventory at the time of the turnover. On average, it takes approximately 40 to 60 days to complete the turnover process.
 
    Revenues
 
    Our revenues are derived primarily from rents collected from tenants for our single-family properties under lease agreements which typically have a term of one year. Our rental rates and occupancy levels are affected by macroeconomic factors and local and property-level factors, including market conditions, seasonality and tenant defaults, and the amount of time it takes to turn properties when tenants vacate. Additionally, our ability to collect revenues and related operating results are impacted by the credit worthiness and quality of our tenants. On average, our tenants have household incomes ranging from $70,000 to $110,000 and primarily consist of families with approximately two adults and one or more children.
 
    Our rents and other single-family property revenues are comprised of rental revenue from single-family properties, fees from our single-family property rentals and “tenant charge-backs,” which are primarily related to cost recoveries on utilities.
 

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    Our ability to maintain and grow revenues from our existing portfolio of homes will be dependent on our ability to retain tenants and increase rental rates. Based on our Same-Home population of properties (defined below), the year-over-year increase in Average Monthly Realized Rent per property was 2.7% for the three months ended September 30, 2020, and we experienced turnover rates of 9.2% and 10.8% during the three months ended September 30, 2020 and 2019, respectively. Based on our Same-Home population of properties, the year-over-year increase in Average Monthly Realized Rent per property was 3.1% for the nine months ended September 30, 2020, and we experienced turnover rates of 26.3% and 29.6% during the nine months ended September 30, 2020 and 2019, respectively. In response to the COVID-19 pandemic, we waived month-to-month lease premiums and offered zero percent increases on newly signed renewal leases between April and July 2020 and then began a socially responsible return to normal operating practices including modest renewal increases on expiring leases.
 
    Expenses
 
    We monitor the following categories of expenses that we believe most significantly affect our results of operations.
     
    Property Operating Expenses
 
    Once a property is available for lease for the first time, which we refer to as “rent-ready,” we incur ongoing property-related expenses which may not be subject to our control. These include primarily property taxes, repairs and maintenance (“R&M”), turnover costs, HOA fees (when applicable) and insurance.
 
    Property Management Expenses
 
    As we internally manage our portfolio of single-family properties through our proprietary property management platform, we incur costs such as salary expenses for property management personnel, lease expenses and operating costs for property management offices and technology expenses for maintaining our property management platform. As part of developing our property management platform, we have made significant investments in our infrastructure, systems and technology. We believe that these investments will enable our property management platform to become more efficient over time, especially as our portfolio grows. Also included in property management expenses is noncash share-based compensation expense related to centralized and field property management employees.
 
    Seasonality
 
    We believe that our business and related operating results will be impacted by seasonal factors throughout the year. We experience higher levels of tenant move-outs and move-ins during the late spring and summer months, which impacts both our rental revenues and related turnover costs. Our property operating costs are seasonally impacted in certain markets for expenses such as HVAC repairs, turn costs and landscaping expenses during the summer season. Additionally, our single-family properties are at greater risk in certain markets for adverse weather conditions such as hurricanes in the late summer months and extreme cold weather in the winter months.
     
    General and Administrative Expense
 
    General and administrative expense primarily consists of corporate payroll and personnel costs, federal and state taxes, trustees’ and officers’ insurance expenses, audit and tax fees, trustee fees and other expenses associated with our corporate and administrative functions. Also included in general and administrative expense is noncash share-based compensation expense related to corporate administrative employees.

Results of Operations
 
    Net income totaled $40.2 million for the three months ended September 30, 2020, compared to net income of $41.4 million for the three months ended September 30, 2019. This decrease was primarily attributable to increased uncollectible rents and tenant utility reimbursements related to the COVID-19 pandemic, partially offset by growth in the Company’s portfolio and higher occupancy. Net income totaled $109.5 million for the nine months ended September 30, 2020, compared to net income of $114.8 million for the nine months ended September 30, 2019. This decrease was primarily attributable to increased uncollectible rents and tenant utility reimbursements related to the COVID-19 pandemic and a noncash write-down included in other expenses associated with the liquidation of legacy joint ventures, which were acquired as part of the American Residential Properties, Inc. (“ARPI”) merger in February 2016. This decrease was offset in part by growth in the Company’s portfolio and higher occupancy.

    As we continue to grow our portfolio with a portion of our homes still recently developed, acquired and/or renovated, we distinguish our portfolio of homes between Same-Home properties and Non-Same-Home and Other properties in evaluating our

35


operating performance. We classify a property as Same-Home if it has been stabilized longer than 90 days prior to the beginning of the earliest period presented under comparison and if it has not been classified as held for sale or taken out of service as a result of a casualty loss, which allows the performance of these properties to be compared between periods. Single-family properties that we acquire individually (i.e., not through a bulk purchase) are classified as either stabilized or non-stabilized. A property is classified as stabilized once it has been renovated by the Company or newly constructed and then initially leased or available for rent for a period greater than 90 days. Properties acquired through a bulk purchase are first considered non-stabilized, as an entire group, until (1) we have owned them for an adequate period of time to allow for complete on-boarding to our operating platform, and (2) a substantial portion of the properties have experienced tenant turnover at least once under our ownership, providing the opportunity for renovations and improvements to meet our property standards. After such time has passed, properties acquired through a bulk purchase are then evaluated on an individual property basis under our standard stabilization criteria. All other properties, including those classified as held for sale or taken out of service as a result of a casualty loss, are classified as Non-Same-Home and Other.
 
    One of the primary financial measures we use in evaluating the operating performance of our single-family properties is Core Net Operating Income (“Core NOI”), which we also present separately for our Same-Home portfolio. Core NOI is a supplemental non-GAAP financial measure that we define as core revenues, which is calculated as total revenues, excluding expenses reimbursed by tenant charge-backs and other revenues, less core property operating expenses, which is calculated as property operating and property management expenses, excluding noncash share-based compensation expense and expenses reimbursed by tenant charge-backs.

    Core NOI also excludes (1) gain or loss on early extinguishment of debt, (2) hurricane-related charges, net, which result in material charges to the impacted single-family properties, (3) gain or loss on sales of single-family properties and other, (4) depreciation and amortization, (5) acquisition and other transaction costs incurred with business combinations and the acquisition or disposition of properties as well as nonrecurring items unrelated to ongoing operations, (6) noncash share-based compensation expense, (7) interest expense, (8) general and administrative expense, (9) other expenses and (10) other revenues. We believe Core NOI provides useful information to investors about the operating performance of our single-family properties without the impact of certain operating expenses that are reimbursed through tenant charge-backs.

    Core NOI and Same-Home Core NOI should be considered only as supplements to net income or loss as a measure of our performance and should not be used as measures of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions. Additionally, these metrics should not be used as substitutes for net income or loss or net cash flows from operating activities (as computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”)).



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Comparison of the Three Months Ended September 30, 2020 to the Three Months Ended September 30, 2019
 
    The following table presents a summary of Core NOI for our Same-Home properties, Non-Same-Home and Other properties, and total properties for the three months ended September 30, 2020 and 2019 (in thousands):

 For the Three Months Ended September 30, 2020
 
Same-Home
Properties (1)
% of Core
Revenue
Non-Same-
Home and Other
Properties
% of Core
Revenue
Total
Properties
% of Core
Revenue
Rents from single-family properties (2)
$219,868  $38,888  $258,756  
Fees from single-family properties (2)
3,569  769  4,338  
Bad debt (3)
(4,311) (786) (5,097) 
Core revenues219,126  38,871  257,997  
Property tax expense38,683 17.7 %6,658 17.1 %45,341 17.5 %
HOA fees, net (4)
4,235 1.9 %825 2.1 %5,060 2.0 %
R&M and turnover costs, net (4)(5)
20,356 9.3 %3,674 9.5 %24,030 9.3 %
Insurance2,030 0.9 %437 1.1 %2,467 1.0 %
Property management expenses, net (6)
16,960 7.7 %3,910 10.1 %20,870 8.1 %
Core property operating expenses82,264 37.5 %15,504 39.9 %97,768 37.9 %
Core NOI$136,862 62.5 %$23,367 60.1 %$160,229 62.1 %

 For the Three Months Ended September 30, 2019
 
Same-Home
Properties (1)
% of Core
Revenue
Non-Same-
Home and Other
Properties
% of Core
Revenue
Total
Properties
% of Core
Revenue
Rents from single-family properties$210,615  $33,238  $243,853  
Fees from single-family properties3,132  525  3,657  
Bad debt(2,290) (462) (2,752) 
Core revenues211,457  33,301  244,758  
Property tax expense37,374 17.7 %6,408 19.2 %43,782 17.8 %
HOA fees, net (4)
3,858 1.8 %740 2.2 %4,598 1.9 %
R&M and turnover costs, net (4)
19,024 9.0 %3,173 9.5 %22,197 9.1 %
Insurance1,931 0.9 %352 1.1 %2,283 0.9 %
Property management expenses, net (6)
17,686 8.4 %3,316 10.0 %21,002 8.6 %
Core property operating expenses79,873 37.8 %13,989 42.0 %93,862 38.3 %
Core NOI$131,584 62.2 %$19,312 58.0 %$150,896 61.7 %

(1)Includes 44,862 properties that have been stabilized longer than 90 days prior to January 1, 2019.
(2)As a result of the COVID-19 pandemic, rents from single-family properties were impacted by the Company’s socially responsible decisions between April and July 2020 to waive month-to-month lease premiums and offer zero percent increases on newly signed renewal leases. Fees from single-family properties were also impacted as the Company waived late fees between April and July 2020.
(3)Includes increased uncollectible rents related to the COVID-19 pandemic of $2.2 million and $1.9 million for the total portfolio and Same-Home portfolio, respectively, during the third quarter of 2020.
(4)Presented net of tenant charge-backs.
(5)Includes increased uncollectible tenant utility reimbursements of $0.7 million and $0.6 million for the total portfolio and Same-Home portfolio, respectively, during the third quarter of 2020.
(6)Presented net of tenant charge-backs and excludes noncash share-based compensation expense related to centralized and field property management employees.



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    The following are reconciliations of core revenues, Same-Home core revenues, core property operating expenses, Same-Home core property operating expenses, Core NOI and Same-Home Core NOI to their respective GAAP metrics for the three months ended September 30, 2020 and 2019 (amounts in thousands):

For the Three Months Ended
September 30,
20202019
Core revenues and Same-Home core revenues
Total revenues$310,809 $298,304 
Tenant charge-backs(49,935)(48,306)
Other revenues(2,877)(5,240)
Core revenues257,997 244,758 
Less: Non-Same-Home core revenues38,871 33,301 
Same-Home core revenues$219,126 $211,457 

Core property operating expenses and Same-Home core property operating expenses
Property operating expenses$126,174 $119,791 
Property management expenses21,976 22,727 
Noncash share-based compensation - property management(447)(350)
Expenses reimbursed by tenant charge-backs(49,935)(48,306)
Core property operating expenses97,768 93,862 
Less: Non-Same-Home core property operating expenses15,504 13,989 
Same-Home core property operating expenses$82,264 $79,873 

Core NOI and Same-Home Core NOI
Net income$40,153 $41,401 
Gain on sale of single-family properties and other, net(12,422)(13,521)
Depreciation and amortization86,996 82,073 
Acquisition and other transaction costs1,616 651 
Noncash share-based compensation - property management447 350 
Interest expense29,267 31,465 
General and administrative expense12,570 11,107 
Other expenses4,479 2,610 
Other revenues(2,877)(5,240)
Core NOI160,229 150,896 
Less: Non-Same-Home Core NOI23,367 19,312 
Same-Home Core NOI$136,862 $131,584 

Total Revenues

    Total revenues increased 4.2% to $310.8 million for the three months ended September 30, 2020 from $298.3 million for the three months ended September 30, 2019. Revenue growth was driven by an increase in our average occupied portfolio which grew to 50,630 homes for the three months ended September 30, 2020, compared to 48,990 homes for the three months ended September 30, 2019, as well as higher rental rates, offset by an increase in uncollectible rents and tenant utility reimbursements related to the COVID-19 pandemic.

Property Operating Expenses

    Property operating expenses increased 5.3% to $126.2 million for the three months ended September 30, 2020 from $119.8 million for the three months ended September 30, 2019. This increase was primarily attributable to higher property tax expense and higher repairs and maintenance and turnover costs as a result of growth in our portfolio.

Property Management Expenses

    Property management expenses for the three months ended September 30, 2020 and 2019 were $22.0 million and $22.7 million, respectively, which included $0.4 million and $0.4 million, respectively, of noncash share-based compensation expense

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related to centralized and field property management employees. The decrease in property management expenses was primarily attributable to lower employee headcount and lower employee travel and other costs.

Core Revenues from Same-Home Properties

    Core revenues from Same-Home properties increased 3.6% to $219.1 million for the three months ended September 30, 2020 from $211.5 million for the three months ended September 30, 2019 primarily driven by a 2.7% increase in Average Monthly Realized Rent per property, which increased to $1,686 per month for the three months ended September 30, 2020 compared to $1,642 per month for the three months ended September 30, 2019, as well as a 1.6% increase in Average Occupied Days Percentage, partially offset by an increase in uncollectible rents related to the COVID-19 pandemic.

Core Property Operating Expenses from Same-Home Properties
 
    Core property operating expenses from Same-Home properties consist of direct property operating expenses, net of tenant charge-backs, and property management costs, net of tenant charge-backs, and excludes noncash share-based compensation expense. Core property operating expenses from Same-Home properties increased 3.0% to $82.3 million for the three months ended September 30, 2020 from $79.9 million for the three months ended September 30, 2019, primarily driven by annual growth in property tax expense and higher R&M and turnover costs, net, which includes $0.6 million of increased uncollectible tenant utility reimbursements related to the COVID-19 pandemic during the three months ended September 30, 2020, partially offset by lower property management expenses, net.
 
General and Administrative Expense
 
    General and administrative expense primarily consists of corporate payroll and personnel costs, federal and state taxes, trustees’ and officers’ insurance expense, audit and tax fees, trustee fees and other expenses associated with our corporate and administrative functions. General and administrative expense for the three months ended September 30, 2020 and 2019 was $12.6 million and $11.1 million, respectively, which included $1.7 million and $0.9 million, respectively, of noncash share-based compensation expense related to corporate administrative employees. The increase in general and administrative expense was primarily related to higher noncash share-based compensation expense and the timing of legal fees.
 
Interest Expense
 
    Interest expense decreased 7.0% to $29.3 million for the three months ended September 30, 2020 from $31.5 million for the three months ended September 30, 2019. This decrease was primarily related to additional capitalized interest during the three months ended September 30, 2020.
 
Acquisition and Other Transaction Costs
 
    Acquisition and other transaction costs were $1.6 million and $0.7 million for the three months ended September 30, 2020 and 2019, respectively, which primarily related to costs associated with purchases of single-family properties, including newly constructed properties from third-party builders, as well as costs associated with the disposal of certain properties or portfolios of properties. The planned growth in our acquisition program, including an increase in personnel, was the primary driver for the year-over-year increase.

Depreciation and Amortization
 
    Depreciation and amortization expense consists primarily of depreciation of buildings and improvements. Depreciation of our assets is calculated over their useful lives on a straight-line basis over three to 30 years. Our intangible assets are amortized on a straight-line basis over the asset’s estimated economic useful life. Depreciation and amortization expense increased 6.0% to $87.0 million for the three months ended September 30, 2020 from $82.1 million for the three months ended September 30, 2019 primarily due to growth in our average number of depreciable properties.

Other Revenues

    Other revenues were $2.9 million and $5.2 million for the three months ended September 30, 2020 and 2019, respectively, which primarily related to interest income, fees from unconsolidated joint ventures, and equity in earnings from unconsolidated joint ventures.


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Other Expenses

    Other expenses were $4.5 million and $2.6 million for the three months ended September 30, 2020 and 2019, respectively, which primarily related to impairments on properties held for sale, expenses related to unconsolidated joint ventures and a net expense of $2.9 million related to a legal matter involving a former employee during the three months ended September 30, 2020.

Comparison of the Nine Months Ended September 30, 2020 to the Nine Months Ended September 30, 2019
 
    The following table presents a summary of Core NOI for our Same-Home properties, Non-Same-Home and Other properties, and total properties for the nine months ended September 30, 2020 and 2019 (in thousands):

 For the Nine Months Ended September 30, 2020
 
Same-Home
Properties (1)
% of Core
Revenue
Non-Same-
Home and Other
Properties
% of Core
Revenue
Total
Properties
% of Core
Revenue
Rents from single-family properties (2)
$649,408 $105,442 $754,850 
Fees from single-family properties (2)
9,528 2,135 11,663 
Bad debt (3)
(13,349)(2,578)(15,927)
Core revenues645,587  104,999  750,586  
Property tax expense115,306 17.8 %20,152 19.1 %135,458 18.1 %
HOA fees, net (4)
12,065 1.9 %2,494 2.4 %14,559 1.9 %
R&M and turnover costs, net (4)(5)
53,933 8.4 %10,218 9.7 %64,151 8.5 %
Insurance5,983 0.9 %1,217 1.2 %7,200 1.0 %
Property management expenses, net (6)
52,346 8.1 %11,201 10.7 %63,547 8.5 %
Core property operating expenses239,633 37.1 %45,282 43.1 %284,915 38.0 %
Core NOI$405,954 62.9 %$59,717 56.9 %$465,671 62.0 %

 For the Nine Months Ended September 30, 2019
 
Same-Home
Properties (1)
% of Core
Revenue
Non-Same-
Home and Other
Properties
% of Core
Revenue
Total
Properties
% of Core
Revenue
Rents from single-family properties$626,295 $96,913 $723,208 
Fees from single-family properties8,512 1,651 10,163 
Bad debt(5,223)(1,037)(6,260)
Core revenues629,584  97,527  727,111  
Property tax expense109,632 17.5 %19,994 20.6 %129,626 17.9 %
HOA fees, net (4)
13,454 2.1 %2,482 2.5 %15,936 2.2 %
R&M and turnover costs, net (4)
49,886 7.9 %9,276 9.5 %59,162 8.1 %
Insurance5,693 0.9 %1,055 1.1 %6,748 0.9 %
Property management expenses, net (6)
51,019 8.1 %9,111 9.3 %60,130 8.3 %
Core property operating expenses229,684 36.5 %41,918 43.0 %271,602 37.4 %
Core NOI$399,900 63.5 %$55,609 57.0 %$455,509 62.6 %

(1)Includes 44,862 properties that have been stabilized longer than 90 days prior to January 1, 2019.
(2)As a result of the COVID-19 pandemic, rents from single-family properties were impacted by the Company’s socially responsible decisions between April and July 2020 to waive month-to-month lease premiums and offer zero percent increases on newly signed renewal leases. Fees from single-family properties were also impacted as the Company waived late fees between April and July 2020.
(3)Includes increased uncollectible rents related to the COVID-19 pandemic of $9.2 million and $7.9 million for the total portfolio and Same-Home portfolio, respectively, during the nine months ended September 30, 2020.
(4)Presented net of tenant charge-backs.
(5)Includes increased uncollectible tenant utility reimbursements of $2.6 million and $2.4 million and costs associated with enhanced cleaning and safety protocols related to the COVID-19 pandemic of $0.5 million and $0.4 million for the total portfolio and Same-Home portfolio, respectively, during the nine months ended September 30, 2020.
(6)Presented net of tenant charge-backs and excludes noncash share-based compensation expense related to centralized and field property management employees.


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    The following are reconciliations of core revenues, Same-Home core revenues, core property operating expenses, Same-Home core property operating expenses, Core NOI and Same-Home Core NOI to their respective GAAP metrics for the nine months ended September 30, 2020 and 2019 (amounts in thousands):
For the Nine Months Ended
September 30,
20202019
Core revenues and Same-Home core revenues
Total revenues$883,501 $859,368 
Tenant charge-backs(125,377)(123,561)
Other revenues(7,538)(8,696)
Core revenues750,586 727,111 
Less: Non-Same-Home core revenues104,999 97,527 
Same-Home core revenues$645,587 $629,584 

Core property operating expenses and Same-Home core property operating expenses
Property operating expenses$344,107 $331,066 
Property management expenses67,512 65,086 
Noncash share-based compensation - property management(1,327)(989)
Expenses reimbursed by tenant charge-backs(125,377)(123,561)
Core property operating expenses284,915 271,602 
Less: Non-Same-Home core property operating expenses45,282 41,918 
Same-Home core property operating expenses$239,633 $229,684 

Core NOI and Same-Home Core NOI
Net income$109,487 $114,796 
Loss on early extinguishment of debt— 659 
Gain on sale of single-family properties and other, net(33,838)(32,895)
Depreciation and amortization254,653 246,074 
Acquisition and other transaction costs5,719 2,455 
Noncash share-based compensation - property management1,327 989 
Interest expense88,540 95,951 
General and administrative expense35,329 31,028 
Other expenses11,992 5,148 
Other revenues(7,538)(8,696)
Core NOI465,671 455,509 
Less: Non-Same-Home Core NOI59,717 55,609 
Same-Home Core NOI$405,954 $399,900 

Total Revenues

    Total revenues increased 2.8% to $883.5 million for the nine months ended September 30, 2020 from $859.4 million for the nine months ended September 30, 2019. Revenue growth was driven by an increase in our average occupied portfolio which grew to 49,764 homes for the nine months ended September 30, 2020, compared to 48,667 homes for the nine months ended September 30, 2019, as well as higher rental rates, offset by an increase in uncollectible rents and tenant utility reimbursements related to the COVID-19 pandemic.

Property Operating Expenses

    Property operating expenses increased 3.9% to $344.1 million for the nine months ended September 30, 2020 from $331.1 million for the nine months ended September 30, 2019. This increase was primarily attributable to higher property tax expense and higher repairs and maintenance and turnover costs as a result of growth in our portfolio.



41


Property Management Expenses

    Property management expenses for the nine months ended September 30, 2020 and 2019 were $67.5 million and $65.1 million, respectively, which included $1.3 million and $1.0 million, respectively, of noncash share-based compensation expense related to centralized and field property management employees. The increase in property management expenses was primarily attributable to higher personnel costs, partially offset by lower employee travel costs.

Core Revenues from Same-Home Properties
 
    Core revenues from Same-Home properties increased 2.5% to $645.6 million for the nine months ended September 30, 2020 from $629.6 million for the nine months ended September 30, 2019, primarily driven by a 3.1% increase in Average Monthly Realized Rent per property, which increased to $1,676 per month for the nine months ended September 30, 2020 compared to $1,625 per month for the nine months ended September 30, 2019, as well as a 0.5% increase in Average Occupied Days Percentage, partially offset by an increase in uncollectible rents related to the COVID-19 pandemic. Additionally, during the nine months ended September 30, 2020, core revenues from Same-Home properties were impacted by (i) the Company’s socially responsible decisions between April and July 2020 to waive month-to-month lease premiums and offer zero percent increases on newly signed renewal leases and (ii) waived late fees between April and July 2020.
 
Core Property Operating Expenses from Same-Home Properties
 
    Core property operating expenses from Same-Home properties consist of direct property operating expenses, net of tenant charge-backs, and property management costs, net of tenant charge-backs, and excludes noncash share-based compensation expense. Core property operating expenses from Same-Home properties increased 4.3% to $239.6 million for the nine months ended September 30, 2020 from $229.7 million for the nine months ended September 30, 2019, primarily driven by annual growth in property tax expense and higher R&M and turnover costs, net, which includes $2.8 million of incremental costs related to the COVID-19 pandemic including increased uncollectible tenant utility reimbursements and enhanced cleaning costs during the nine months ended September 30, 2020.

General and Administrative Expense
 
    General and administrative expense primarily consists of corporate payroll and personnel costs, federal and state taxes, trustees’ and officers’ insurance expense, audit and tax fees, trustee fees and other expenses associated with our corporate and administrative functions. General and administrative expense for the nine months ended September 30, 2020 and 2019 was $35.3 million and $31.0 million, respectively, which included $4.7 million and $2.5 million, respectively, of noncash share-based compensation expense related to corporate administrative employees. The increase in general and administrative expense was primarily related to higher noncash share-based compensation expense as well as higher personnel costs and an increase in state taxes.

Interest Expense
 
    Interest expense decreased 7.7% to $88.5 million for the nine months ended September 30, 2020 from $96.0 million for the nine months ended September 30, 2019. This decrease was primarily related to additional capitalized interest during the nine months ended September 30, 2020 and the payoff of the term loan facility in June 2019, partially offset by the unsecured senior notes issued in late January 2019.

Acquisition and Other Transaction Costs
 
    Acquisition and other transaction costs were $5.7 million and $2.5 million for the nine months ended September 30, 2020 and 2019, respectively, which primarily related to costs associated with purchases of single-family properties, including newly constructed properties from third-party builders, as well as costs associated with the disposal of certain properties or portfolios of properties. The planned growth in our acquisition program, including an increase in personnel, was the primary driver for the year-over-year increase.

Depreciation and Amortization
 
    Depreciation and amortization expense consists primarily of depreciation of buildings and improvements. Depreciation of our assets is calculated over their useful lives on a straight-line basis over three to 30 years. Our intangible assets are amortized on a straight-line basis over the asset’s estimated economic useful life. Depreciation and amortization expense increased 3.5% to $254.7 million for the nine months ended September 30, 2020 from $246.1 million for the nine months ended September 30, 2019 primarily due to growth in our average number of depreciable properties.


42


Other Revenues

    Other revenues were $7.5 million and $8.7 million for the nine months ended September 30, 2020 and 2019, respectively, which primarily related to interest income, fees from unconsolidated joint ventures, and equity in earnings from unconsolidated joint ventures.

Other Expenses

    Other expenses were $12.0 million and $5.1 million for the nine months ended September 30, 2020 and 2019, respectively, which primarily related to impairments on properties held for sale and expenses related to unconsolidated joint ventures. Also included in other expenses for the nine months ended September 30, 2020 was a $4.9 million noncash write-down associated with the liquidation of legacy joint ventures, which were acquired as part of the ARPI merger in February 2016, and a net expense of $2.9 million related to a legal matter involving a former employee.

Critical Accounting Policies and Estimates
 
    Our critical accounting policies are included in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”). There have been no changes to these policies during the nine months ended September 30, 2020.
 
Income Taxes
 
    AH4R has elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2012. We believe that we have operated, and continue to operate, in such a manner as to satisfy the requirements for qualification as a REIT. Provided that we qualify as a REIT and our distributions to our shareholders equal or exceed our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gains), we generally will not be subject to U.S. federal income tax.

    Qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, including tests related to the percentage of income that we earn from specified sources and the percentage of our earnings that we distribute to our shareholders. Accordingly, no assurance can be given that we will continue to be organized or be able to operate in a manner so as to remain qualified as a REIT. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we would be subject to U.S. federal income tax and state income tax on our taxable income at regular corporate tax rates, and we would likely be precluded from qualifying for treatment as a REIT until the fifth calendar year following the year in which we fail to qualify.

    Even if we qualify as a REIT, we may be subject to certain state or local income and capital taxes and U.S. federal income and excise taxes on our undistributed REIT taxable income, if any. Certain of our subsidiaries are subject to taxation by U.S. federal, state and local authorities for the periods presented. We made joint elections to treat certain subsidiaries as taxable REIT subsidiaries which are subject to U.S. federal, state and local taxes on their income at regular corporate rates. The tax years from 2015 to present generally remain open to examination by the taxing jurisdictions to which the Company is subject.

    We believe that our Operating Partnership is properly treated as a partnership for U.S. federal income tax purposes. As a partnership, the Operating Partnership is not subject to U.S. federal income tax on its income. Instead, each of the Operating Partnership’s partners, including AH4R, is allocated, and may be required to pay tax with respect to, its share of the Operating Partnership’s income. As such, no provision for U.S. federal income taxes has been included for the Operating Partnership.

    Accounting Standards Codification 740-10, Income Taxes, requires recognition of deferred tax assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We recognize tax benefits of uncertain tax positions only if it is more likely than not that the tax position will be sustained, based solely on its technical merits, with the taxing authority having full authority of all relevant information. The measurement of a tax benefit for an uncertain tax position that meets the more likely than not threshold is based on a cumulative probability model under which the largest amount of tax benefit recognized is the amount with a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority having full knowledge of all the relevant information. As of September 30, 2020, there were no deferred tax assets and liabilities or unrecognized tax benefits recorded by the Company. We do not anticipate a significant change in unrecognized tax benefits within the next 12 months.


43


    As a REIT, we are required to distribute annually to our shareholders at least 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gains) and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our REIT taxable income. The Operating Partnership funds the payment of distributions. We expect to use our net operating loss carryforward (“NOL”) to reduce our REIT taxable income in the current and future years. As of December 31, 2019, AH4R had an NOL for U.S. federal income tax purposes of $189.1 million. Once our NOL is fully used, we would be required to increase AH4R’s distributions to comply with REIT distribution requirements and our current policy of distributing approximately all of our REIT taxable income (determined without regard to the deduction for dividends paid).

Recent Accounting Pronouncements

    See Note 2. Significant Accounting Policies to our condensed consolidated financial statements in this report for a discussion of the adoption and potential impact of recently issued accounting standards.

Liquidity and Capital Resources
 
    Our liquidity and capital resources as of September 30, 2020 included cash and cash equivalents of $315.8 million. Additionally, as of September 30, 2020, we had no outstanding borrowings under our revolving credit facility, which provides for maximum borrowings of up to $800.0 million, of which $1.5 million was committed to outstanding letters of credit. We have no debt maturities, other than recurring principal amortization, until 2024.
    
    Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations, make distributions to our shareholders and OP unitholders, including AH4R, and meet other general requirements of our business. Our liquidity, to a certain extent, is subject to general economic, financial, competitive and other factors beyond our control. Our liquidity requirements consist primarily of funds necessary to pay for the acquisition, development, renovation and maintenance of our properties, HOA fees (as applicable), real estate taxes, non-recurring capital expenditures, interest and principal payments on our indebtedness, general and administrative expenses, payment of quarterly dividends on our preferred shares and units, and payment of distributions to our common shareholders and unitholders.

    We seek to satisfy our liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, issuances of debt and equity securities (including OP units), asset-backed securitizations, property dispositions and joint venture transactions. We have financed our operations, acquisitions and development expenditures to date through the issuance of equity securities, borrowings under our credit facilities, asset-backed securitizations and unsecured senior notes, and proceeds from the sale of single-family properties. Going forward, we expect to meet our operating liquidity requirements generally through cash on hand and cash provided by operations. We believe our rental income, net of operating expenses and recurring capital expenditures, will generally provide cash flow sufficient to fund our operations and dividend distributions. However, our real estate assets are illiquid in nature. A timely liquidation of assets might not be a viable source of short-term liquidity should a cash flow shortfall arise, and we may need to source liquidity from other financing alternatives including drawing on our revolving credit facility.

    As discussed above under “COVID-19 Business Update,” the COVID-19 pandemic has had an adverse impact on financial markets and may adversely impact our operating cash flows. Since we do not know the ultimate severity and length of the COVID-19 pandemic, and thus cannot predict the impact it will have on our tenants and on the debt and equity capital markets, we cannot estimate the ultimate impact it will have on our liquidity and capital resources.

    Cash Flows

    The following table summarizes the Company’s and the Operating Partnership’s cash flows for the nine months ended September 30, 2020 and 2019 (in thousands):

For the Nine Months Ended
September 30,
20202019Change
Net cash provided by operating activities$427,411 $420,415 $6,996 
Net cash used for investing activities(437,092)(224,096)(212,996)
Net cash provided by (used for) financing activities287,589 (73,523)361,112 
Net increase in cash, cash equivalents and restricted cash$277,908 $122,796 $155,112 

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    Operating Activities

    Our cash flows provided by operating activities, which is our principal source of cash flows, depend on numerous factors, including the occupancy level of our properties, the rental rates achieved on our leases, the collection of rent from our tenants and the level of property operating expenses, property management expenses and general and administrative expenses. Net cash provided by operating activities increased $7.0 million, or 1.7%, from $420.4 million for the nine months ended September 30, 2019 to $427.4 million for the nine months ended September 30, 2020, primarily as a result of increased cash flows generated from a larger number of occupied properties and increases in rental rates on lease renewals and re-leasing of our single-family properties, partially offset by a decrease in collections on rent and tenant utility reimbursements associated with the COVID-19 pandemic.

    Investing Activities

    Net cash used for investing activities increased $213.0 million, or 95.0%, from $224.1 million for the nine months ended September 30, 2019 to $437.1 million for the nine months ended September 30, 2020, primarily driven by the strategic expansion of our portfolio through traditional acquisition channels, the development of “built-for-rental” homes through our AMH Development Program, and acquiring newly built properties through our National Builder Program. We use cash generated from operating and financing activities and by recycling capital through the sale of single-family properties to invest in this strategic expansion. The Company has continued construction activity, while in compliance with state and local mandates related to COVID-19, on its existing pipeline of “built-for-rental” homes through our AMH Development Program. Recurring and other capital expenditures for single-family properties increased as a result of investments in properties to increase future revenues or reduce maintenance expenditures. The development of “built-for-rental” homes and our property-enhancing capital expenditures may reduce recurring and other capital expenditures on an average per home basis in the future. These increased cash outflows were offset by additional proceeds from sales of single-family properties and other and additional distributions from unconsolidated joint ventures in respect of property contributions.

    Financing Activities

    Net cash provided by or used for financing activities increased $361.1 million from $73.5 million of net cash outflows for the nine months ended September 30, 2019 to $287.6 million of net cash inflows for the nine months ended September 30, 2020, driven by $413.5 million of proceeds from the issuance of Class A common shares, net of share issuance costs, during the nine months ended September 30, 2020, partially offset by $48.8 million of increased debt repayment activity, net of new borrowings, and $0.9 million of increased distributions to share and unit holders compared to the nine months ended September 30, 2019. During the nine months ended September 30, 2020, the Company borrowed and fully repaid $130.0 million on its revolving credit facility and repaid $17.1 million on its asset-backed securitizations, compared to the nine months ended September 30, 2019 during which the Company received $397.9 million of proceeds from the issuance of unsecured senior notes, net of discount, and repaid $350.0 million on its revolving credit and term loan facilities and $16.3 million on its asset-backed securitizations. The Company distributed $112.8 million on a cash basis to share and unit holders during the nine months ended September 30, 2020, compared to $111.9 million during the nine months ended September 30, 2019.

    Class A Common Share Offering

    During the third quarter of 2020, the Company issued 14,950,000 Class A common shares of beneficial interest, $0.01 par value per share, in an underwritten public offering, raising net proceeds of $411.7 million after deducting underwriting discounts and before offering costs of approximately $0.2 million. The Company used the net proceeds from this offering to repay indebtedness the Company had incurred under its revolving credit facility and intends to use the remaining net proceeds (i) to develop new single-family properties and communities, (ii) to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iii) for general corporate purposes. The Operating Partnership issued an equivalent number of corresponding Class A units to AH4R in exchange for the net proceeds from the issuance.

    At-the-Market Common Share Offering Program

    During the second quarter of 2020, the Company extended its at-the-market common share offering program under which we can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $500.0 million (the “At-the-Market Program”). The At-the-Market Program also provides that we may enter into forward contracts for our Class A common shares with forward sellers and forward purchasers. The Company intends to use any net proceeds from the At-the-Market Program (i) to repay indebtedness the Company has incurred or expects to incur under its revolving credit facility, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with the Company’s business strategy and (iv) for working capital and general corporate purposes, including

45


repurchases of the Company’s securities, acquisitions of additional properties, capital expenditures and the expansion, redevelopment and/or improvement of properties in the Company’s portfolio. The At-the-Market Program may be suspended or terminated by the Company at any time. During the three and nine months ended September 30, 2020, the Company issued 86,130 Class A common shares under the At-the-Market Program, raising $2.4 million in gross proceeds before commissions and other expenses of approximately $0.4 million. As of September 30, 2020, 86,130 shares have been issued under the At-the-Market Program and $497.6 million remained available for future share issuances.

    Share Repurchase Program

    The Company’s board of trustees authorized the establishment of our share repurchase program, authorizing 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, 2020 and 2019, we did not repurchase and retire any of our shares. As of September 30, 2020, 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.

    Distributions

    As a REIT, we are required to distribute annually to our shareholders at least 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gains) and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our REIT taxable income. The Operating Partnership funds the payment of distributions. We expect to use our NOL to reduce our REIT taxable income in the current and future years. As of December 31, 2019, AH4R had an NOL for U.S. federal income tax purposes of $189.1 million. Once our NOL is fully used, we would be required to increase AH4R’s distributions to comply with REIT distribution requirements and our current policy of distributing approximately all of our REIT taxable income (determined without regard to the deduction for dividends paid).
    
Off-Balance Sheet Arrangements
 
    We have no material obligations, assets or liabilities that would be considered off-balance sheet arrangements.

Contractual Obligations and Commitments

    Material changes to our aggregate indebtedness, if any, are described in Note 8. Debt to our condensed consolidated financial statements in this report.

    Except as described in Note 15. Commitments and Contingencies to our condensed consolidated financial statements in this report, as of September 30, 2020, there have been no other material changes outside of the ordinary course of business to our other known contractual obligations, which are set forth in the table included in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2019 Annual Report.


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Additional Non-GAAP Measures

Funds from Operations (“FFO”) / Core FFO / Adjusted FFO attributable to common share and unit holders

    FFO attributable to common share and unit holders is a non-GAAP financial measure that we calculate in accordance with the definition approved by the National Association of Real Estate Investment Trusts (“NAREIT”), which defines FFO as net income or loss calculated in accordance with GAAP, excluding gains and losses from sales or impairment of real estate, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.

    Core FFO attributable to common share and unit holders is a non-GAAP financial measure that we use as a supplemental measure of our performance. We compute this metric by adjusting FFO attributable to common share and unit holders for (1) acquisition and other transaction costs incurred with business combinations and the acquisition or disposition of properties as well as nonrecurring items unrelated to ongoing operations, (2) noncash share-based compensation expense, (3) hurricane-related charges, net, which result in material charges to the impacted single-family properties, and (4) gain or loss on early extinguishment of debt.

    Adjusted FFO attributable to common share and unit holders is a non-GAAP financial measure that we use as a supplemental measure of our performance. We compute this metric by adjusting Core FFO attributable to common share and unit holders for (1) Recurring Capital Expenditures that are necessary to help preserve the value and maintain functionality of our properties and (2) capitalized leasing costs incurred during the period. As a portion of our homes are recently developed, acquired and/or renovated, we estimate Recurring Capital Expenditures for our entire portfolio by multiplying (a) current period actual Recurring Capital Expenditures per Same-Home Property by (b) our total number of properties, excluding newly acquired non-stabilized properties and properties classified as held for sale.

    We present FFO attributable to common share and unit holders because we consider this metric to be an important measure of the performance of real estate companies, as do many investors and analysts in evaluating the Company. We believe that FFO attributable to common share and unit holders provides useful information to investors because this metric excludes depreciation, which is included in computing net income and assumes the value of real estate diminishes predictably over time. We believe that real estate values fluctuate due to market conditions and in response to inflation. We also believe that Core FFO and Adjusted FFO attributable to common share and unit holders provide useful information to investors because they allow investors to compare our operating performance to prior reporting periods without the effect of certain items that, by nature, are not comparable from period to period.

    FFO, Core FFO and Adjusted FFO attributable to common share and unit holders are not a substitute for net income or net cash provided by operating activities, each as determined in accordance with GAAP, as a measure of our operating performance, liquidity or ability to pay dividends. These metrics also are not necessarily indicative of cash available to fund future cash needs. Because other REITs may not compute these measures in the same manner, they may not be comparable among REITs.

47



    The following is a reconciliation of the Company’s net income attributable to common shareholders, determined in accordance with GAAP, to FFO attributable to common share and unit holders, Core FFO attributable to common share and unit holders and Adjusted FFO attributable to common share and unit holders for the three and nine months ended September 30, 2020 and 2019 (in thousands):
 For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
 2020201920202019
Net income attributable to common shareholders$22,552 $23,520 $58,165 $62,321 
Adjustments:  
Noncontrolling interests in the Operating Partnership3,819 4,099 9,976 11,129 
Net (gain) on sale / impairment of single-family properties and other(11,994)(11,871)(27,901)(29,812)
Adjustments for unconsolidated joint ventures393 (325)1,019 976 
Depreciation and amortization86,996 82,073 254,653 246,074 
Less: depreciation and amortization of non-real estate assets(2,296)(1,991)(6,552)(5,902)
FFO attributable to common share and unit holders$99,470 $95,505 $289,360 $284,786 
Adjustments:    
Acquisition, other transaction costs and other (1)
4,541 651 8,644 2,455 
Noncash share-based compensation - general and administrative1,723 938 4,741 2,520 
Noncash share-based compensation - property management447 350 1,327 989 
Loss on early extinguishment of debt— — — 659 
Core FFO attributable to common share and unit holders (2)
$106,181 $97,444 $304,072 $291,409 
Recurring capital expenditures (3)
(15,397)(12,475)(36,292)(30,665)
Leasing costs(1,157)(1,115)(3,059)(3,244)
Adjusted FFO attributable to common share and unit holders (2)
$89,627 $83,854 $264,721 $257,500 
(1)Included in acquisition, other transaction costs and other is a net $2.9 million nonrecurring expense related to a legal matter involving a former employee during the three months ended September 30, 2020.
(2)Core FFO and Adjusted FFO attributable to common share and unit holders include negative financial impacts associated with the COVID-19 pandemic that relate to (i) the Company’s socially responsible decisions between April and July 2020 to waive month-to-month lease premiums and offer zero percent increases on newly signed renewal leases, (ii) waived late fees between April and July 2020, and (iii) $2.9 million and $12.3 million of other negative financial impacts from the COVID-19 pandemic including $2.2 million and $9.2 million of increased uncollectible rents and $0.7 million and $2.6 million of increased uncollectible tenant utility reimbursements during the three and nine months ended September 30, 2020, respectively. Also included is $0.5 million of increased costs associated with enhanced cleaning and safety protocols during the nine months ended September 30, 2020. Additionally, due primarily to abnormally high home system usage during stay-at-home orders, we incurred approximately $2.1 million and $3.4 million of incremental capital expenditures within Adjusted FFO attributable to common share and unit holders that primarily related to HVAC and home system replacements during the three and nine months ended September 30, 2020, respectively.
(3)As a portion of our homes are recently developed, acquired and/or renovated, we estimate recurring capital expenditures for our entire portfolio by multiplying (a) current period actual recurring capital expenditures per Same-Home Property by (b) our total number of properties, excluding newly acquired non-stabilized properties and properties classified as held for sale.

EBITDA / EBITDAre / Adjusted EBITDAre / Fully Adjusted EBITDAre

    EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA is a non-GAAP financial measure and is used by us and others as a supplemental measure of performance. EBITDAre is a supplemental non-GAAP financial measure, which we calculate in accordance with the definition approved by NAREIT by adjusting EBITDA for the net gain or loss on sales / impairment of single-family properties and other and adjusting for unconsolidated partnerships and joint ventures on the same basis. Adjusted EBITDAre is a supplemental non-GAAP financial measure calculated by adjusting EBITDAre for (1) acquisition and other transaction costs incurred with business combinations and the acquisition or disposition of properties as well as nonrecurring items unrelated to ongoing operations, (2) noncash share-based compensation expense, (3) hurricane-related charges, net, which result in material charges to the impacted single-family properties, and (4) gain or loss on early extinguishment of debt. Fully Adjusted EBITDAre (formerly known as Adjusted EBITDAre after Capex and Leasing Costs) is a supplemental non-GAAP financial measure calculated by adjusting Adjusted EBITDAre for (1) Recurring Capital Expenditures and (2) leasing costs. We believe these metrics provide useful information to investors because they exclude the impact of various income and expense items that are not indicative of operating performance.

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    The following is a reconciliation of net income, as determined in accordance with GAAP, to EBITDA, EBITDAre, Adjusted EBITDAre and Fully Adjusted EBITDAre for the three and nine months ended September 30, 2020 and 2019 (in thousands):

For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2020201920202019
Net income$40,153 $41,401 $109,487 $114,796 
Interest expense29,267 31,465 88,540 95,951 
Depreciation and amortization86,996 82,073 254,653 246,074 
EBITDA$156,416 $154,939 $452,680 $456,821 
Net (gain) on sale / impairment of single-family properties and other(11,994)(11,871)(27,901)(29,812)
Adjustments for unconsolidated joint ventures393 (325)1,019 976 
EBITDAre$144,815 $142,743 $425,798 $427,985 
Noncash share-based compensation - general and administrative1,723 938 4,741 2,520 
Noncash share-based compensation - property management447 350 1,327 989 
Acquisition, other transaction costs and other (1)
4,541 651 8,644 2,455 
Loss on early extinguishment of debt— — — 659 
Adjusted EBITDAre$151,526 $144,682 $440,510 $434,608 
Recurring capital expenditures (2)
(15,397)(12,475)(36,292)(30,665)
Leasing costs(1,157)(1,115)(3,059)(3,244)
Fully Adjusted EBITDAre$134,972 $131,092 $401,159 $400,699 
(1)Included in acquisition, other transaction costs and other is a net $2.9 million nonrecurring expense related to a legal matter involving a former employee during the three months ended September 30, 2020.
(2)As a portion of our homes are recently developed, acquired and/or renovated, we estimate recurring capital expenditures for our entire portfolio by multiplying (a) current period actual recurring capital expenditures per Same-Home Property by (b) our total number of properties, excluding newly acquired non-stabilized properties and properties classified as held for sale.


Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Interest Rate Risk

    As of September 30, 2020, the Company had no outstanding variable rate debt and therefore no exposure to interest rate risk on its current borrowings.

    There have been no other material changes to our market risk from those disclosed in section Part II, “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” of our 2019 Annual Report.

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Item 4. Controls and Procedures

    American Homes 4 Rent

Disclosure Controls and Procedures
 
    The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file and submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in accordance with SEC guidelines and that such information is communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures in reaching that level of reasonable assurance.
 
    Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at a reasonable assurance level.

Internal Control over Financial Reporting
 
    There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2020, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

    American Homes 4 Rent, L.P.

Disclosure Controls and Procedures

    The Operating Partnership maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file and submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in accordance with SEC guidelines and that such information is communicated to the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of its general partner, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. In designing and evaluating the disclosure controls and procedures, the Operating Partnership’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures in reaching that level of reasonable assurance.
 
    Under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of its general partner, the Operating Partnership evaluated the effectiveness of its disclosure controls and procedures, as required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership’s general partner concluded that the Operating Partnership’s disclosure controls and procedures were effective, at a reasonable assurance level.

Internal Control over Financial Reporting
 
    There were no changes in the Operating Partnership’s internal control over financial reporting during the quarter ended September 30, 2020, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.


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PART II—OTHER INFORMATION
 
Item 1. Legal Proceedings
 
    For a description of the Company’s legal proceedings, see Note 15. Commitments and Contingencies to our condensed consolidated financial statements in this report.

Item 1A. Risk Factors
 
    In addition to the other information in this Quarterly Report on Form 10-Q, you should carefully consider the risks described in our 2019 Annual Report in Part I, “Item 1A. Risk Factors” and in our other filings with the SEC. These factors may materially affect our business, financial condition and operating results and could cause our actual results to differ materially from expectations.

    The following risk factor supplements the existing risk factors set forth in our 2019 Annual Report.

    We are subject to risks from the global pandemic associated with COVID-19 and we may in the future be subject to risks from other public health crises.

    Our business is subject to risks from the COVID-19 pandemic that is currently impacting our tenants, employees and suppliers. The COVID-19 pandemic has spread rapidly, adversely affecting public health, economic activity and employment. The risks to our business from the COVID-19 pandemic include:

The COVID-19 pandemic and the measures taken to combat it have resulted in a significant increase in unemployment. Our operating results depend significantly on the ability of our current and prospective tenants to pay their rent. To the extent our current tenants or prospective tenants experience unemployment, deteriorating financial conditions, and declines in household income, they may be unwilling or unable to pay rent in full on a timely basis or renew or enter into new leases for our homes, and our revenues and operating results could be negatively affected. We have received a number of tenant inquiries regarding rent relief and we continue to work closely with delinquent residents on a case-by-case basis to find the resolution that is best for the resident and the Company. Although minimal to date, workout options have included and may in the future include deferred payment plans which we began offering in June, or, where appropriate, early lease termination. The longer the COVID-19 pandemic continues, the greater the adverse impact may be on our tenants’ ability to make timely rental payments, on prospective residents to afford our homes, and ultimately on our occupancy.

State, local, federal and industry-initiated efforts in response to the COVID-19 pandemic may continue to adversely affect our business. Certain government actions have, and future government actions may, restrict our ability to collect rent or enforce remedies for failure to pay rent. In addition, government restrictions on movement have and may in the future limit the ability of prospective tenants to visit our properties or new tenants to move into our properties. These government efforts to respond to the COVID-19 pandemic may continue to increase possible credit losses and may adversely affect our occupancy levels.

Our acquisition and development activities have been slowed. Our growth may be adversely impacted as our ability to acquire and construct homes has been negatively affected by COVID-19. Due to market uncertainties regarding future asset values at the beginning of the COVID-19 pandemic, we temporarily suspended acquisitions through traditional channels and our National Builder Program but have since resumed acquisitions through these channels. We have continued new home construction, which most states permit as an essential business activity; however, some states where we are constructing new homes, such as Washington, temporarily prohibited residential construction during the early stages of the COVID-19 pandemic and may institute future prohibitions. We have also experienced certain other COVID-19 related construction delays, including government office slowdowns. In addition, adverse impacts on the supply of construction materials and labor may delay or halt our construction activity.

Our employees face COVID-19 health risks. If a significant number of our employees, or if key personnel, are unable to work as a result of COVID-19, this would adversely impact our business and operating results. In addition, during the COVID-19 outbreak, substantially all of our employees are working remotely and depend on Internet and third-party communications vendors that may be unreliable, experience shut-downs or be subject to new cybersecurity risks, adversely impacting operations.

COVID-19 may delay our ability to maintain our properties. During the beginning of the COVID-19 outbreak, we prioritized emergency repair and maintenance activities for occupied homes and we believe some tenants may be reluctant to request routine maintenance during the COVID-19 pandemic. Deferring routine repairs and maintenance may impact the

51


value and desirability of our rental homes. It may also increase the expense and difficulty of completing these repairs in the future and may delay other needed repairs when the COVID-19 pandemic no longer constrains business activity.

COVID-19 has adversely affected the capital markets. The financial and capital markets have experienced significant volatility and disruptions during the COVID-19 pandemic. If this volatility continues, it may increase the cost and availability of capital. As a result, we may have difficulty accessing debt and equity markets on attractive terms, or at all, which could affect our ability to meet liquidity and capital expenditure requirements.

    We believe that the degree to which COVID-19 continues to adversely impact our business, operating results, cash flows, ability to make distributions, ability to service our debt and/or financial condition will be driven primarily by the duration, spread and severity of the pandemic, including resurgences, and the speed and effectiveness of vaccine and treatment developments, all of which are uncertain and difficult to predict. As a result, we are not able at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. Future public health crises could have similar impacts.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    None.

Item 3. Defaults Upon Senior Securities
 
    None.
 
Item 4. Mine Safety Disclosures
 
    Not applicable.
 
Item 5. Other Information
 
    None.
 
Item 6. Exhibits
 
    The exhibits listed below are filed herewith or incorporated herein by reference.

Exhibit
Number
 
Exhibit Document
3.1 
3.2 
3.3
3.4
3.5 
3.6
3.7
3.8

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Exhibit
Number
 
Exhibit Document
4.1
4.2
4.3
4.4
4.5
31.1 
31.2 
31.3
31.4
32.1 
32.2
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


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SIGNATURES
 
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


AMERICAN HOMES 4 RENT
/s/ Christopher C. Lau
Christopher C. Lau
Chief Financial Officer
(Principal Financial Officer and duly authorized signatory of registrant)
Date: November 6, 2020

AMERICAN HOMES 4 RENT, L.P.
By: American Homes 4 Rent, its General Partner
/s/ Christopher C. Lau
Christopher C. Lau
Chief Financial Officer
(Principal Financial Officer and duly authorized signatory of registrant)
Date: November 6, 2020


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