American Homes 4 Rent - Quarter Report: 2021 June (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 June 30, 2021
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 Rent | Maryland | 46-1229660 | ||||||
| American Homes 4 Rent, L.P. | Delaware | 80-0860173 | ||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
23975 Park Sorrento, Suite 300
Calabasas, California 91302
(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 class | Trading symbols | Name of each exchange on which registered | ||||||||||||
Class A common shares of beneficial interest, $.01 par value | AMH | New York Stock Exchange | ||||||||||||
Series F perpetual preferred shares of beneficial interest, $.01 par value | AMH-F | New York Stock Exchange | ||||||||||||
Series G perpetual preferred shares of beneficial interest, $.01 par value | AMH-G | New York Stock Exchange | ||||||||||||
Series H perpetual preferred shares of beneficial interest, $.01 par value | AMH-H | New 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 filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ | |||||||||||||
| American Homes 4 Rent, L.P. | ||||||||||||||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☒ | Smaller 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 322,208,249 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 August 4, 2021.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2021 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 June 30, 2021 owned approximately 86.2% of the common partnership interest in, the Operating Partnership. The remaining 13.8% 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 adverse effect of the COVID-19 pandemic. The extent to which COVID-19 will impact our future financial results 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, new variants or strains, such as the Delta variant, the impact of government regulations, vaccine adoption rates, the effectiveness of vaccines, 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, 2020 (the “2020 Annual Report”) 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)
| June 30, 2021 | December 31, 2020 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Single-family properties: | |||||||||||
| Land | $ | 1,911,697 | $ | 1,836,798 | |||||||
| Buildings and improvements | 8,548,603 | 8,163,023 | |||||||||
| Single-family properties in operation | 10,460,300 | 9,999,821 | |||||||||
| Less: accumulated depreciation | (1,913,648) | (1,754,433) | |||||||||
| Single-family properties in operation, net | 8,546,652 | 8,245,388 | |||||||||
| Single-family properties under development and development land | 647,979 | 510,365 | |||||||||
| Single-family properties held for sale, net | 107,363 | 129,026 | |||||||||
| Total real estate assets, net | 9,301,994 | 8,884,779 | |||||||||
| Cash and cash equivalents | 40,585 | 137,060 | |||||||||
| Restricted cash | 142,951 | 128,017 | |||||||||
| Rent and other receivables | 50,916 | 41,544 | |||||||||
| Escrow deposits, prepaid expenses and other assets | 182,701 | 163,171 | |||||||||
| Investments in unconsolidated joint ventures | 103,634 | 93,109 | |||||||||
| Asset-backed securitization certificates | 25,666 | 25,666 | |||||||||
| Goodwill | 120,279 | 120,279 | |||||||||
| Total assets | $ | 9,968,726 | $ | 9,593,625 | |||||||
| Liabilities | |||||||||||
| Revolving credit facility | $ | 620,000 | $ | — | |||||||
| Asset-backed securitizations, net | 1,917,833 | 1,927,607 | |||||||||
| Unsecured senior notes, net | 890,481 | 889,805 | |||||||||
| Accounts payable and accrued expenses | 366,907 | 298,949 | |||||||||
| Amounts payable to affiliates | — | 4,834 | |||||||||
| Total liabilities | 3,795,221 | 3,121,195 | |||||||||
Commitments and contingencies (see Note 15) | |||||||||||
| Equity | |||||||||||
| Shareholders’ equity: | |||||||||||
Class A common shares ($0.01 par value per share, 450,000,000 shares authorized, 322,208,183 and 316,021,385 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively) | 3,222 | 3,160 | |||||||||
Class B common shares ($0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at June 30, 2021 and December 31, 2020) | 6 | 6 | |||||||||
Preferred shares ($0.01 par value per share, 100,000,000 shares authorized, 15,400,000 and 35,350,000 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively) | 154 | 354 | |||||||||
| Additional paid-in capital | 5,949,615 | 6,223,256 | |||||||||
| Accumulated deficit | (457,404) | (443,522) | |||||||||
| Accumulated other comprehensive income | 1,991 | 5,840 | |||||||||
| Total shareholders’ equity | 5,497,584 | 5,789,094 | |||||||||
| Noncontrolling interest | 675,921 | 683,336 | |||||||||
| Total equity | 6,173,505 | 6,472,430 | |||||||||
| Total liabilities and equity | $ | 9,968,726 | $ | 9,593,625 | |||||||
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 June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Rents and other single-family property revenues | $ | 313,654 | $ | 280,689 | $ | 626,227 | $ | 568,031 | |||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Property operating expenses | 116,578 | 110,436 | 235,272 | 217,933 | |||||||||||||||||||
| Property management expenses | 22,416 | 22,260 | 46,115 | 45,536 | |||||||||||||||||||
| General and administrative expense | 12,793 | 11,493 | 27,998 | 22,759 | |||||||||||||||||||
| Interest expense | 27,528 | 29,558 | 55,533 | 59,273 | |||||||||||||||||||
| Acquisition and other transaction costs | 2,968 | 1,956 | 7,814 | 4,103 | |||||||||||||||||||
| Depreciation and amortization | 91,117 | 84,836 | 181,188 | 167,657 | |||||||||||||||||||
| Total expenses | 273,400 | 260,539 | 553,920 | 517,261 | |||||||||||||||||||
| Gain on sale and impairment of single-family properties and other, net | 10,760 | 9,997 | 26,829 | 16,316 | |||||||||||||||||||
| Other income and expense, net | 800 | 1,660 | 1,599 | 2,248 | |||||||||||||||||||
| Net income | 51,814 | 31,807 | 100,735 | 69,334 | |||||||||||||||||||
| Noncontrolling interest | 3,218 | 2,656 | 8,143 | 6,157 | |||||||||||||||||||
| Dividends on preferred shares | 12,615 | 13,782 | 26,397 | 27,564 | |||||||||||||||||||
| Redemption of perpetual preferred shares | 15,879 | — | 15,879 | — | |||||||||||||||||||
| Net income attributable to common shareholders | $ | 20,102 | $ | 15,369 | $ | 50,316 | $ | 35,613 | |||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | 319,752,730 | 301,011,545 | 318,380,175 | 300,912,307 | |||||||||||||||||||
| Diluted | 320,808,996 | 301,412,243 | 319,408,153 | 301,358,769 | |||||||||||||||||||
| Net income attributable to common shareholders per share: | |||||||||||||||||||||||
| Basic | $ | 0.06 | $ | 0.05 | $ | 0.16 | $ | 0.12 | |||||||||||||||
| Diluted | $ | 0.06 | $ | 0.05 | $ | 0.16 | $ | 0.12 | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
American Homes 4 Rent
Condensed Consolidated Statements of Comprehensive Income
(Amounts in thousands)
(Unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net income | $ | 51,814 | $ | 31,807 | $ | 100,735 | $ | 69,334 | |||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||
| Cash flow hedging instruments: | |||||||||||||||||||||||
| Loss on settlement of cash flow hedging instrument | (13,229) | — | (3,999) | — | |||||||||||||||||||
Reclassification adjustment for amortization of interest expense included in net income | (240) | (240) | (481) | (481) | |||||||||||||||||||
| Other comprehensive loss | (13,469) | (240) | (4,480) | (481) | |||||||||||||||||||
| Comprehensive income | 38,345 | 31,567 | 96,255 | 68,853 | |||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | 1,334 | 2,621 | 7,519 | 6,087 | |||||||||||||||||||
| Dividends on preferred shares | 12,615 | 13,782 | 26,397 | 27,564 | |||||||||||||||||||
| Redemption of perpetual preferred shares | 15,879 | — | 15,879 | — | |||||||||||||||||||
| Comprehensive income attributable to common shareholders | $ | 8,517 | $ | 15,164 | $ | 46,460 | $ | 35,202 | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
American Homes 4 Rent
Condensed Consolidated Statements of Equity
(Amounts in thousands, except share and per share data)
(Unaudited)
| Class A common shares | Class B common shares | Preferred shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income | Shareholders’ equity | Noncontrolling interest | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2019 | 300,107,599 | $ | 3,001 | 635,075 | $ | 6 | 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 | 2 | — | — | — | — | (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) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| — | — | — | — | — | — | — | (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, 2020 | 300,315,609 | $ | 3,003 | 635,075 | $ | 6 | 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 | — | — | — | — | 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, 2020 | 300,512,943 | $ | 3,005 | 635,075 | $ | 6 | 35,350,000 | $ | 354 | $ | 5,797,384 | $ | (461,435) | $ | 6,247 | $ | 5,345,561 | $ | 684,248 | $ | 6,029,809 | ||||||||||||||||||||||||||||||||||||||||||||||||||
4
American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share and per share data)
(Unaudited)
| Class A common shares | Class B common shares | Preferred shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income | Shareholders’ equity | Noncontrolling interest | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2020 | 316,021,385 | $ | 3,160 | 635,075 | $ | 6 | 35,350,000 | $ | 354 | $ | 6,223,256 | $ | (443,522) | $ | 5,840 | $ | 5,789,094 | $ | 683,336 | $ | 6,472,430 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | 8,110 | — | — | 8,110 | — | 8,110 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | 246,425 | 2 | — | — | — | — | (1,523) | — | — | (1,521) | — | (1,521) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of Class A units | 350,000 | 4 | — | — | — | — | 4,613 | — | 7 | 4,624 | (4,624) | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to equity holders: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred shares (Note 10) | — | — | — | — | — | — | — | (13,782) | — | (13,782) | — | (13,782) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | — | — | — | — | — | — | — | — | — | — | (5,172) | (5,172) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares ($0.10 per share) | — | — | — | — | — | — | — | (31,795) | — | (31,795) | — | (31,795) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | 43,996 | — | 43,996 | 4,925 | 48,921 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income | — | — | — | — | — | — | — | — | 7,729 | 7,729 | 1,260 | 8,989 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2021 | 316,617,810 | $ | 3,166 | 635,075 | $ | 6 | 35,350,000 | $ | 354 | $ | 6,234,456 | $ | (445,103) | $ | 13,576 | $ | 5,806,455 | $ | 679,725 | $ | 6,486,180 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | 3,151 | — | — | 3,151 | — | 3,151 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | 90,373 | 1 | — | — | — | — | 894 | — | — | 895 | — | 895 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common shares, net of offering costs of $200 | 5,500,000 | 55 | — | — | — | — | 193,785 | — | — | 193,840 | — | 193,840 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of Series D perpetual preferred shares | — | — | — | — | (10,750,000) | (108) | (260,133) | (8,509) | — | (268,750) | — | (268,750) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of Series E perpetual preferred shares | — | — | — | — | (9,200,000) | (92) | (222,538) | (7,370) | — | (230,000) | — | (230,000) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to equity holders: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred shares (Note 10) | — | — | — | — | — | — | — | (12,615) | — | (12,615) | — | (12,615) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | — | — | — | — | — | — | — | — | — | — | (5,138) | (5,138) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares ($0.10 per share) | — | — | — | — | — | — | — | (32,403) | — | (32,403) | — | (32,403) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | 48,596 | — | 48,596 | 3,218 | 51,814 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive loss | — | — | — | — | — | — | — | — | (11,585) | (11,585) | (1,884) | (13,469) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2021 | 322,208,183 | $ | 3,222 | 635,075 | $ | 6 | 15,400,000 | $ | 154 | $ | 5,949,615 | $ | (457,404) | $ | 1,991 | $ | 5,497,584 | $ | 675,921 | $ | 6,173,505 | ||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
| For the Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | 100,735 | $ | 69,334 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 181,188 | 167,657 | |||||||||
| Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument | 3,828 | 3,697 | |||||||||
| Noncash share-based compensation | 11,261 | 3,898 | |||||||||
| Equity in net (income) losses of unconsolidated joint ventures | (660) | 1,090 | |||||||||
| Gain on sale and impairment of single-family properties and other, net | (26,829) | (16,316) | |||||||||
| Other changes in operating assets and liabilities: | |||||||||||
| Rent and other receivables | (9,372) | (6,420) | |||||||||
| Prepaid expenses and other assets | 6,870 | (2,130) | |||||||||
| Deferred leasing costs | (1,880) | (1,902) | |||||||||
| Accounts payable and accrued expenses | 66,339 | 60,777 | |||||||||
| Amounts due from related parties | 307 | (481) | |||||||||
| Net cash provided by operating activities | 331,787 | 279,204 | |||||||||
| Investing activities | |||||||||||
| Cash paid for single-family properties | (279,016) | (136,772) | |||||||||
| Change in escrow deposits for purchase of single-family properties | (9,159) | 3,344 | |||||||||
| Net proceeds received from sales of single-family properties and other | 74,451 | 128,883 | |||||||||
| Proceeds received from hurricane-related insurance claims | — | 3,705 | |||||||||
| Investment in unconsolidated joint ventures | (14,596) | (5,155) | |||||||||
| Distributions from joint ventures | 34,372 | 17,239 | |||||||||
| Renovations to single-family properties | (13,310) | (8,046) | |||||||||
| Recurring and other capital expenditures for single-family properties | (56,579) | (46,435) | |||||||||
| Cash paid for development activity | (309,706) | (271,670) | |||||||||
| Other purchases of productive assets | (11,615) | (7,559) | |||||||||
| Net cash used for investing activities | (585,158) | (322,466) | |||||||||
| Financing activities | |||||||||||
| Proceeds from issuance of Class A common shares | 194,040 | — | |||||||||
| Payments of Class A common share issuance costs | (200) | — | |||||||||
| Redemption of perpetual preferred shares | (498,750) | — | |||||||||
| Proceeds from exercise of stock options | 2,030 | 4,341 | |||||||||
| Payments related to tax withholding for share-based compensation | (2,656) | (1,626) | |||||||||
| Payments on asset-backed securitizations | (12,278) | (11,763) | |||||||||
| Proceeds from revolving credit facility | 790,000 | 130,000 | |||||||||
| Payments on revolving credit facility | (170,000) | — | |||||||||
| Distributions to noncontrolling interests | (12,896) | (7,779) | |||||||||
| Distributions to common shareholders | (79,881) | (45,221) | |||||||||
| Distributions to preferred shareholders | (26,397) | (27,564) | |||||||||
| Deferred financing costs paid | (11,182) | — | |||||||||
| Net cash provided by financing activities | 171,830 | 40,388 | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | (81,541) | (2,874) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period (see Note 3) | 265,077 | 164,119 | |||||||||
| Cash, cash equivalents and restricted cash, end of period (see Note 3) | $ | 183,536 | $ | 161,245 | |||||||
6
American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
| For the Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Supplemental cash flow information | |||||||||||
| Cash payments for interest, net of amounts capitalized | $ | (51,449) | $ | (55,392) | |||||||
| Supplemental schedule of noncash investing and financing activities | |||||||||||
| Accrued property renovations and development expenditures | $ | 42,795 | $ | 12,614 | |||||||
| Transfers of completed homebuilding deliveries to properties | 142,211 | 156,367 | |||||||||
| Property and land contributions to unconsolidated joint ventures | (30,014) | (18,978) | |||||||||
| Accrued loss on settlement of cash flow hedging instrument | (3,999) | — | |||||||||
| Noncash right-of-use assets obtained in exchange for operating lease liabilities | 537 | 2,911 | |||||||||
| Accrued distributions to non-affiliates | 158 | 32 | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
American Homes 4 Rent, L.P.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except unit data)
| June 30, 2021 | December 31, 2020 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Single-family properties: | |||||||||||
| Land | $ | 1,911,697 | $ | 1,836,798 | |||||||
| Buildings and improvements | 8,548,603 | 8,163,023 | |||||||||
| Single-family properties in operation | 10,460,300 | 9,999,821 | |||||||||
| Less: accumulated depreciation | (1,913,648) | (1,754,433) | |||||||||
| Single-family properties in operation, net | 8,546,652 | 8,245,388 | |||||||||
| Single-family properties under development and development land | 647,979 | 510,365 | |||||||||
| Single-family properties held for sale, net | 107,363 | 129,026 | |||||||||
| Total real estate assets, net | 9,301,994 | 8,884,779 | |||||||||
| Cash and cash equivalents | 40,585 | 137,060 | |||||||||
| Restricted cash | 142,951 | 128,017 | |||||||||
| Rent and other receivables | 50,916 | 41,544 | |||||||||
| Escrow deposits, prepaid expenses and other assets | 182,701 | 163,171 | |||||||||
| Investments in unconsolidated joint ventures | 103,634 | 93,109 | |||||||||
| Amounts due from affiliates | 25,666 | 25,666 | |||||||||
| Goodwill | 120,279 | 120,279 | |||||||||
| Total assets | $ | 9,968,726 | $ | 9,593,625 | |||||||
| Liabilities | |||||||||||
| Revolving credit facility | $ | 620,000 | $ | — | |||||||
| Asset-backed securitizations, net | 1,917,833 | 1,927,607 | |||||||||
| Unsecured senior notes, net | 890,481 | 889,805 | |||||||||
| Accounts payable and accrued expenses | 366,907 | 298,949 | |||||||||
| Amounts payable to affiliates | — | 4,834 | |||||||||
| Total liabilities | 3,795,221 | 3,121,195 | |||||||||
Commitments and contingencies (see Note 15) | |||||||||||
| Capital | |||||||||||
| Partners’ capital: | |||||||||||
| General partner: | |||||||||||
Common units (322,843,258 and 316,656,460 units issued and outstanding at June 30, 2021 and December 31, 2020, respectively) | 5,124,029 | 4,928,819 | |||||||||
Preferred units (15,400,000 and 35,350,000 units issued and outstanding at June 30, 2021 and December 31, 2020, respectively) | 371,564 | 854,435 | |||||||||
| Limited partner: | |||||||||||
Common units (51,376,980 and 51,726,980 units issued and outstanding at June 30, 2021 and December 31, 2020, respectively) | 675,532 | 682,316 | |||||||||
| Accumulated other comprehensive income | 2,380 | 6,860 | |||||||||
| Total capital | 6,173,505 | 6,472,430 | |||||||||
| Total liabilities and capital | $ | 9,968,726 | $ | 9,593,625 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
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 June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Rents and other single-family property revenues | $ | 313,654 | $ | 280,689 | $ | 626,227 | $ | 568,031 | |||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Property operating expenses | 116,578 | 110,436 | 235,272 | 217,933 | |||||||||||||||||||
| Property management expenses | 22,416 | 22,260 | 46,115 | 45,536 | |||||||||||||||||||
| General and administrative expense | 12,793 | 11,493 | 27,998 | 22,759 | |||||||||||||||||||
| Interest expense | 27,528 | 29,558 | 55,533 | 59,273 | |||||||||||||||||||
| Acquisition and other transaction costs | 2,968 | 1,956 | 7,814 | 4,103 | |||||||||||||||||||
| Depreciation and amortization | 91,117 | 84,836 | 181,188 | 167,657 | |||||||||||||||||||
| Total expenses | 273,400 | 260,539 | 553,920 | 517,261 | |||||||||||||||||||
| Gain on sale and impairment of single-family properties and other, net | 10,760 | 9,997 | 26,829 | 16,316 | |||||||||||||||||||
| Other income and expense, net | 800 | 1,660 | 1,599 | 2,248 | |||||||||||||||||||
| Net income | 51,814 | 31,807 | 100,735 | 69,334 | |||||||||||||||||||
| Preferred distributions | 12,615 | 13,782 | 26,397 | 27,564 | |||||||||||||||||||
| Redemption of perpetual preferred units | 15,879 | — | 15,879 | — | |||||||||||||||||||
| Net income attributable to common unitholders | $ | 23,320 | $ | 18,025 | $ | 58,459 | $ | 41,770 | |||||||||||||||
| Weighted-average common units outstanding: | |||||||||||||||||||||||
| Basic | 371,129,710 | 353,038,525 | 369,900,249 | 352,939,287 | |||||||||||||||||||
| Diluted | 372,185,976 | 353,439,223 | 370,928,227 | 353,385,749 | |||||||||||||||||||
| Net income attributable to common unitholders per unit: | |||||||||||||||||||||||
| Basic | $ | 0.06 | $ | 0.05 | $ | 0.16 | $ | 0.12 | |||||||||||||||
| Diluted | $ | 0.06 | $ | 0.05 | $ | 0.16 | $ | 0.12 | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Comprehensive Income
(Amounts in thousands)
(Unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net income | $ | 51,814 | $ | 31,807 | $ | 100,735 | $ | 69,334 | |||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||
| Cash flow hedging instruments: | |||||||||||||||||||||||
| Loss on settlement of cash flow hedging instrument | (13,229) | — | (3,999) | — | |||||||||||||||||||
Reclassification adjustment for amortization of interest expense included in net income | (240) | (240) | (481) | (481) | |||||||||||||||||||
| Other comprehensive loss | (13,469) | (240) | (4,480) | (481) | |||||||||||||||||||
| Comprehensive income | 38,345 | 31,567 | 96,255 | 68,853 | |||||||||||||||||||
| Preferred distributions | 12,615 | 13,782 | 26,397 | 27,564 | |||||||||||||||||||
| Redemption of perpetual preferred units | 15,879 | — | 15,879 | — | |||||||||||||||||||
| Comprehensive income attributable to common unitholders | $ | 9,851 | $ | 17,785 | $ | 53,979 | $ | 41,289 | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
10
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Capital
(Amounts in thousands, except unit and per unit data)
(Unaudited)
| General Partner | Limited Partners | Accumulated other comprehensive income | Total capital | ||||||||||||||||||||||||||||||||||||||
| Common capital | Preferred capital amount | Common capital | |||||||||||||||||||||||||||||||||||||||
| Number of units | Amount | Number of units | Amount | ||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2019 | 300,742,674 | $ | 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) | ||||||||||||||||||||||||||||||||||
| — | (1,494) | — | — | — | — | (1,494) | |||||||||||||||||||||||||||||||||||
| Net income | — | 20,244 | 13,782 | — | 3,501 | — | 37,527 | ||||||||||||||||||||||||||||||||||
| Total other comprehensive loss | — | — | — | — | — | (241) | (241) | ||||||||||||||||||||||||||||||||||
| Balances at March 31, 2020 | 300,950,684 | $ | 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, 2020 | 301,148,018 | $ | 4,484,879 | $ | 854,435 | 52,026,980 | $ | 683,153 | $ | 7,342 | $ | 6,029,809 | |||||||||||||||||||||||||||||
11
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Capital (continued)
(Amounts in thousands, except unit and per unit data)
(Unaudited)
| General Partner | Limited Partners | Accumulated other comprehensive income | Total capital | ||||||||||||||||||||||||||||||||||||||
| Common capital | Preferred capital amount | Common capital | |||||||||||||||||||||||||||||||||||||||
| Number of units | Amount | Number of units | Amount | ||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2020 | 316,656,460 | $ | 4,928,819 | $ | 854,435 | 51,726,980 | $ | 682,316 | $ | 6,860 | $ | 6,472,430 | |||||||||||||||||||||||||||||
| Share-based compensation | — | 8,110 | — | — | — | — | 8,110 | ||||||||||||||||||||||||||||||||||
Common units issued under share-based compensation plans, net of units withheld for employee taxes | 246,425 | (1,521) | — | — | — | — | (1,521) | ||||||||||||||||||||||||||||||||||
| Redemptions of Class A units | 350,000 | 4,617 | — | (350,000) | (4,617) | — | — | ||||||||||||||||||||||||||||||||||
| Distributions to capital holders: | |||||||||||||||||||||||||||||||||||||||||
Preferred units (Note 10) | — | — | (13,782) | — | — | — | (13,782) | ||||||||||||||||||||||||||||||||||
Common units ($0.10 per unit) | — | (31,795) | — | — | (5,172) | — | (36,967) | ||||||||||||||||||||||||||||||||||
| Net income | — | 30,214 | 13,782 | — | 4,925 | — | 48,921 | ||||||||||||||||||||||||||||||||||
| Total other comprehensive income | — | — | — | — | — | 8,989 | 8,989 | ||||||||||||||||||||||||||||||||||
| Balances at March 31, 2021 | 317,252,885 | $ | 4,938,444 | $ | 854,435 | 51,376,980 | $ | 677,452 | $ | 15,849 | $ | 6,486,180 | |||||||||||||||||||||||||||||
| Share-based compensation | — | 3,151 | — | — | — | — | 3,151 | ||||||||||||||||||||||||||||||||||
Common units issued under share-based compensation plans, net of units withheld for employee taxes | 90,373 | 895 | — | — | — | — | 895 | ||||||||||||||||||||||||||||||||||
Issuance of Class A common units, net of offering costs of $200 | 5,500,000 | 193,840 | — | — | — | — | 193,840 | ||||||||||||||||||||||||||||||||||
| Redemption of Series D perpetual preferred units | — | (8,509) | (260,241) | — | — | — | (268,750) | ||||||||||||||||||||||||||||||||||
| Redemption of Series E perpetual preferred units | — | (7,370) | (222,630) | — | — | — | (230,000) | ||||||||||||||||||||||||||||||||||
| Distributions to capital holders: | |||||||||||||||||||||||||||||||||||||||||
Preferred units (Note 10) | — | — | (12,615) | — | — | — | (12,615) | ||||||||||||||||||||||||||||||||||
Common units ($0.10 per unit) | — | (32,403) | — | — | (5,138) | — | (37,541) | ||||||||||||||||||||||||||||||||||
| Net income | — | 35,981 | 12,615 | — | 3,218 | — | 51,814 | ||||||||||||||||||||||||||||||||||
| Total other comprehensive loss | — | — | — | — | — | (13,469) | (13,469) | ||||||||||||||||||||||||||||||||||
| Balances at June 30, 2021 | 322,843,258 | $ | 5,124,029 | $ | 371,564 | 51,376,980 | $ | 675,532 | $ | 2,380 | $ | 6,173,505 | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
12
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
| For the Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | 100,735 | $ | 69,334 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 181,188 | 167,657 | |||||||||
| Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument | 3,828 | 3,697 | |||||||||
| Noncash share-based compensation | 11,261 | 3,898 | |||||||||
| Equity in net (income) losses of unconsolidated joint ventures | (660) | 1,090 | |||||||||
| Gain on sale and impairment of single-family properties and other, net | (26,829) | (16,316) | |||||||||
| Other changes in operating assets and liabilities: | |||||||||||
| Rent and other receivables | (9,372) | (6,420) | |||||||||
| Prepaid expenses and other assets | 6,870 | (2,130) | |||||||||
| Deferred leasing costs | (1,880) | (1,902) | |||||||||
| Accounts payable and accrued expenses | 66,339 | 60,777 | |||||||||
| Amounts due from related parties | 307 | (481) | |||||||||
| Net cash provided by operating activities | 331,787 | 279,204 | |||||||||
| Investing activities | |||||||||||
| Cash paid for single-family properties | (279,016) | (136,772) | |||||||||
| Change in escrow deposits for purchase of single-family properties | (9,159) | 3,344 | |||||||||
| Net proceeds received from sales of single-family properties and other | 74,451 | 128,883 | |||||||||
| Proceeds received from hurricane-related insurance claims | — | 3,705 | |||||||||
| Investment in unconsolidated joint ventures | (14,596) | (5,155) | |||||||||
| Distributions from joint ventures | 34,372 | 17,239 | |||||||||
| Renovations to single-family properties | (13,310) | (8,046) | |||||||||
| Recurring and other capital expenditures for single-family properties | (56,579) | (46,435) | |||||||||
| Cash paid for development activity | (309,706) | (271,670) | |||||||||
| Other purchases of productive assets | (11,615) | (7,559) | |||||||||
| Net cash used for investing activities | (585,158) | (322,466) | |||||||||
| Financing activities | |||||||||||
| Proceeds from issuance of Class A common units | 194,040 | — | |||||||||
| Payments of Class A common unit issuance costs | (200) | — | |||||||||
| Redemption of perpetual preferred units | (498,750) | — | |||||||||
| Proceeds from exercise of stock options | 2,030 | 4,341 | |||||||||
| Payments related to tax withholding for share-based compensation | (2,656) | (1,626) | |||||||||
| Payments on asset-backed securitizations | (12,278) | (11,763) | |||||||||
| Proceeds from revolving credit facility | 790,000 | 130,000 | |||||||||
| Payments on revolving credit facility | (170,000) | — | |||||||||
| Distributions to common unitholders | (92,777) | (53,000) | |||||||||
| Distributions to preferred unitholders | (26,397) | (27,564) | |||||||||
| Deferred financing costs paid | (11,182) | — | |||||||||
| Net cash provided by financing activities | 171,830 | 40,388 | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | (81,541) | (2,874) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period (see Note 3) | 265,077 | 164,119 | |||||||||
| Cash, cash equivalents and restricted cash, end of period (see Note 3) | $ | 183,536 | $ | 161,245 | |||||||
13
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
| For the Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Supplemental cash flow information | |||||||||||
| Cash payments for interest, net of amounts capitalized | $ | (51,449) | $ | (55,392) | |||||||
| Supplemental schedule of noncash investing and financing activities | |||||||||||
| Accrued property renovations and development expenditures | $ | 42,795 | $ | 12,614 | |||||||
| Transfers of completed homebuilding deliveries to properties | 142,211 | 156,367 | |||||||||
| Property and land contributions to unconsolidated joint ventures | (30,014) | (18,978) | |||||||||
| Accrued loss on settlement of cash flow hedging instrument | (3,999) | — | |||||||||
| Noncash right-of-use assets obtained in exchange for operating lease liabilities | 537 | 2,911 | |||||||||
| Accrued distributions to non-affiliates | 158 | 32 | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
14
American Homes 4 Rent
American Homes 4 Rent, L.P.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. Organization and Operations
American Homes 4 Rent (“AH4R” or “General Partner”) is a Maryland real estate investment trust (“REIT”) formed on October 19, 2012 for the purpose of acquiring, developing, renovating, leasing and operating single-family homes as rental properties. American Homes 4 Rent, L.P., a Delaware limited partnership formed on October 22, 2012, and its consolidated subsidiaries (collectively, the “Operating Partnership” or the “OP”) is the entity through which the Company conducts substantially all of its business and owns, directly or through subsidiaries, substantially all of its assets. References to the “Company,” “we,” “our” and “us” mean collectively AH4R, the Operating Partnership and those entities/subsidiaries owned or controlled by AH4R and/or the Operating Partnership. As of June 30, 2021, the Company held 54,785 single-family properties in 22 states, including 589 properties classified as held for sale.
AH4R is the general partner of, and as of June 30, 2021 owned approximately 86.2% of the common partnership interest in, the Operating Partnership. The remaining 13.8% 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 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, which 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 entity 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, 2020. 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
15
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, 2021, the Company reclassified certain impairment charges related to homes classified as held for sale from other expenses to gain on sale and impairment of single-family properties and other, net within the condensed consolidated statements of operations. The Company also reclassified other revenues and the remaining other expenses to other income and expense, net within the condensed consolidated statements of operations. Certain other amounts in the condensed consolidated financial statements for the prior periods have also been reclassified to conform to the current year presentation.
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):
| June 30, | December 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2020 | 2019 | ||||||||||||||||||||
| Cash and cash equivalents | $ | 40,585 | $ | 32,010 | $ | 137,060 | $ | 37,575 | |||||||||||||||
| Restricted cash | 142,951 | 129,235 | 128,017 | 126,544 | |||||||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | 183,536 | $ | 161,245 | $ | 265,077 | $ | 164,119 | |||||||||||||||
Note 4. Real Estate Assets, Net
The net book values of real estate assets consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands):
| June 30, 2021 | December 31, 2020 | ||||||||||
| Occupied single-family properties | $ | 8,223,674 | $ | 7,957,513 | |||||||
| Single-family properties recently acquired or developed | 134,991 | 66,857 | |||||||||
| Single-family properties in turnover process | 89,091 | 149,684 | |||||||||
| Single-family properties leased, not yet occupied | 98,896 | 71,334 | |||||||||
| Single-family properties in operation, net | 8,546,652 | 8,245,388 | |||||||||
| Development land | 325,543 | 270,767 | |||||||||
| Single-family properties under development | 322,436 | 239,598 | |||||||||
| Single-family properties held for sale, net | 107,363 | 129,026 | |||||||||
| Total real estate assets, net | $ | 9,301,994 | $ | 8,884,779 | |||||||
Depreciation expense related to single-family properties was $87.4 million and $81.6 million for the three months ended June 30, 2021 and 2020, respectively, and $173.7 million and $161.4 million for the six months ended June 30, 2021 and 2020, respectively.
16
The following table summarizes the Company’s dispositions of single-family properties and land for the three and six months ended June 30, 2021 and 2020 (in thousands, except property data):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Single-family properties: | |||||||||||||||||||||||
| Properties sold | 97 | 216 | 277 | 626 | |||||||||||||||||||
Net proceeds (1) | $ | 28,092 | $ | 47,626 | $ | 74,132 | $ | 128,812 | |||||||||||||||
| Net gain on sale | $ | 11,422 | $ | 10,651 | $ | 26,772 | $ | 24,409 | |||||||||||||||
| Land: | |||||||||||||||||||||||
| Net proceeds | $ | 55 | $ | — | $ | 319 | $ | 71 | |||||||||||||||
| Net (loss) gain on sale | $ | (62) | $ | — | $ | (139) | $ | 7 | |||||||||||||||
(1)Net proceeds are net of deductions for working capital prorations.
Note 5. Rent and Other Receivables
Included in rents and other single-family property revenues are variable lease payments for tenant charge-backs, which primarily relate to cost recoveries on utilities, and variable lease payments for fees from single-family properties. Variable lease payments for tenant charge-backs were $38.0 million and $35.4 million for the three months ended June 30, 2021 and 2020, respectively, and $83.8 million and $75.4 million for the six months ended June 30, 2021 and 2020, respectively. Variable lease payments for fees from single-family properties were $5.5 million and $3.3 million for the three months ended June 30, 2021 and 2020, respectively, and $10.7 million and $7.3 million for the six months ended June 30, 2021 and 2020, respectively.
The Company generally rents its single-family properties under non-cancelable lease agreements with a term of one year. The following table summarizes future minimum rental revenues under existing leases on our properties as of June 30, 2021 (in thousands):
| June 30, 2021 | |||||
| Remaining 2021 | $ | 413,500 | |||
| 2022 | 221,596 | ||||
| 2023 | 10,996 | ||||
| 2024 | 49 | ||||
| Total | $ | 646,141 | |||
As of June 30, 2021 and December 31, 2020, rent and other receivables included $5.9 million and $0.8 million, respectively, of insurance claims receivables related to storm damages and other matters.
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 June 30, 2021 and December 31, 2020 (in thousands):
| June 30, 2021 | December 31, 2020 | ||||||||||
| Escrow deposits, prepaid expenses and other | $ | 57,784 | $ | 51,886 | |||||||
| Deferred costs and other intangibles, net | 14,735 | 4,864 | |||||||||
| Notes receivable, net | 34,719 | 35,519 | |||||||||
| Operating lease ROU assets | 17,863 | 18,772 | |||||||||
| Commercial real estate, software, vehicles and FF&E, net | 57,600 | 52,130 | |||||||||
| Total | $ | 182,701 | $ | 163,171 | |||||||
Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $2.6 million and $2.1 million for the three months ended June 30, 2021 and 2020, respectively, and $5.4 million and $4.1 million for the six months ended June 30, 2021 and 2020, respectively.
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Deferred Costs and Other Intangibles, Net
Deferred costs and other intangibles, net, consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands):
| June 30, 2021 | December 31, 2020 | ||||||||||
| Deferred leasing costs | $ | 3,677 | $ | 3,782 | |||||||
| Deferred financing costs | 22,426 | 11,244 | |||||||||
| 26,103 | 15,026 | ||||||||||
| Less: accumulated amortization | (11,368) | (10,162) | |||||||||
| Total | $ | 14,735 | $ | 4,864 | |||||||
Amortization expense related to deferred leasing costs was $1.1 million for both the three months ended June 30, 2021 and 2020 and $2.1 million for both the six months ended June 30, 2021 and 2020 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 $0.6 million and $0.5 million for three months ended June 30, 2021 and 2020, respectively, and $1.1 million and $1.0 million for the six months ended June 30, 2021 and 2020, respectively, 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 June 30, 2021 for future periods (in thousands):
| Deferred Leasing Costs | Deferred Financing Costs | Total | |||||||||||||||
| Remaining 2021 | $ | 1,370 | $ | 1,367 | $ | 2,737 | |||||||||||
| 2022 | 375 | 2,709 | 3,084 | ||||||||||||||
| 2023 | — | 2,709 | 2,709 | ||||||||||||||
| 2024 | — | 2,717 | 2,717 | ||||||||||||||
| 2025 | — | 2,709 | 2,709 | ||||||||||||||
| Thereafter | — | 779 | 779 | ||||||||||||||
| Total | $ | 1,745 | $ | 12,990 | $ | 14,735 | |||||||||||
Note 7. Investments in Unconsolidated Joint Ventures
As of June 30, 2021, the Company held 20% ownership interests in three unconsolidated joint ventures. In evaluating the Company’s 20% ownership interests in these joint ventures, we concluded that the joint ventures are not VIEs after applying the variable interest model and, therefore, we account for our interests in the joint ventures as investments in unconsolidated subsidiaries after applying the voting interest model using the equity method of accounting. Equity in net income (losses) of unconsolidated joint ventures is included in other income and expense, net within the condensed consolidated statements of operations.
The Company entered into a joint venture with (i) the Alaska Permanent Fund Corporation (the “Alaska JV”) during the second quarter of 2014 to invest in homes acquired through traditional acquisition channels, (ii) another leading institutional investor (the “Institutional Investor JV”) during the third quarter of 2018 to invest in newly constructed single-family rental homes, and (iii) institutional investors advised by J.P. Morgan Asset Management (the “J.P. Morgan JV”) during the first quarter of 2020 focused on constructing and operating newly built rental homes.
The following table summarizes our investments in unconsolidated joint ventures (in thousands, except percentages and property data):
| Joint Venture Description | % Ownership at June 30, 2021 | Completed Homes at June 30, 2021 | Balances at June 30, 2021 | Balances at December 31, 2020 | ||||||||||||||||||||||
| Alaska JV | 20 | % | 337 | $ | 23,642 | $ | 26,020 | |||||||||||||||||||
| Institutional Investor JV | 20 | % | 901 | 29,084 | 34,112 | |||||||||||||||||||||
| J.P. Morgan JV | 20 | % | 292 | 50,908 | 32,977 | |||||||||||||||||||||
| 1,530 | $ | 103,634 | $ | 93,109 | ||||||||||||||||||||||
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The Company provides various services to these joint ventures, which are considered to be related parties, including property management and development services and has opportunities to earn promoted interests. Management fee and development fee income from unconsolidated joint ventures was $2.5 million and $1.3 million for the three months ended June 30, 2021 and 2020, respectively, and $4.6 million and $2.2 million for the six months ended June 30, 2021 and 2020, respectively, and was included in other income and expense, net within the condensed consolidated statements of operations. As a result of the Company’s management of these joint ventures, certain related party receivables and payables arise in the ordinary course of business and are included in escrow deposits, prepaid expenses and other assets or amounts payable to affiliates in the condensed consolidated balance sheets.
During the third quarter of 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 -year extension options that include additional fees and interest. As of June 30, 2021, the joint venture’s loan had a $139.7 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.
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 June 30, 2021 and December 31, 2020 (in thousands):
| Outstanding Principal Balance | |||||||||||||||||||||||
Interest Rate (1) | Maturity Date | June 30, 2021 | December 31, 2020 | ||||||||||||||||||||
| AH4R 2014-SFR2 securitization | 4.42% | October 9, 2024 | $ | 476,810 | $ | 479,981 | |||||||||||||||||
| AH4R 2014-SFR3 securitization | 4.40% | December 9, 2024 | 492,208 | 495,392 | |||||||||||||||||||
AH4R 2015-SFR1 securitization (2) | 4.14% | April 9, 2045 | 517,741 | 520,957 | |||||||||||||||||||
AH4R 2015-SFR2 securitization (3) | 4.36% | October 9, 2045 | 449,455 | 452,162 | |||||||||||||||||||
| Total asset-backed securitizations | 1,936,214 | 1,948,492 | |||||||||||||||||||||
2028 unsecured senior notes (4) | 4.08% | February 15, 2028 | 500,000 | 500,000 | |||||||||||||||||||
| 2029 unsecured senior notes | 4.90% | February 15, 2029 | 400,000 | 400,000 | |||||||||||||||||||
Revolving credit facility (5) | 1.20% | April 15, 2026 | 620,000 | — | |||||||||||||||||||
| Total debt | 3,456,214 | 2,848,492 | |||||||||||||||||||||
| Unamortized discounts on unsecured senior notes | (3,416) | (3,658) | |||||||||||||||||||||
Deferred financing costs, net (6) | (24,484) | (27,422) | |||||||||||||||||||||
| Total debt per balance sheet | $ | 3,428,314 | $ | 2,817,412 | |||||||||||||||||||
(1)Interest rates are as of June 30, 2021. 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 $1.25 billion and the Company had approximately $1.2 million and $1.5 million, respectively, committed to outstanding letters of credit that reduced our borrowing capacity as of June 30, 2021 and December 31, 2020. The revolving credit facility bears interest at LIBOR plus 1.10% as of June 30, 2021.
(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 June 30, 2021 and 2020 and $3.0 million for both the six months ended June 30, 2021 and 2020, respectively, which was included in gross interest, prior to interest capitalization.
Revolving Credit Facility
In April 2021, the Company closed a $1.25 billion revolving credit facility, amending its existing $800 million revolving credit facility. The amended revolving credit facility provides for expanded borrowing capacity, reflects a more favorable pricing grid based on current market conditions, and includes a sustainability component based upon third-party performance measures through which overall pricing can further improve if the Company meets certain targets. The interest rate on the amended revolving credit facility is at either LIBOR plus a margin ranging from 0.725% to 1.45% or a base rate (determined according to the greater of a prime rate, federal funds rate plus 0.5% or daily LIBOR rate plus 1.0%) plus a margin ranging from 0.00% to 0.45%. In each case the actual margin is determined based on the Company’s credit ratings in effect from time to time. The amended revolving credit facility matures on April 15, 2025, with two six-month extension options at the Company’s election if certain conditions are met.
19
Debt Maturities
The following table summarizes the contractual maturities of the Company’s principal debt balances on a fully extended basis as of June 30, 2021 (in thousands):
| Debt Maturities | |||||
| Remaining 2021 | $ | 10,358 | |||
| 2022 | 20,714 | ||||
| 2023 | 20,714 | ||||
| 2024 | 953,288 | ||||
| 2025 | 10,302 | ||||
| Thereafter | 2,440,838 | ||||
| Total debt | $ | 3,456,214 | |||
Interest Expense
The following table summarizes our (i) gross interest cost, which includes fees on our credit facilities and amortization of deferred financing costs and the discounts on unsecured senior notes, and (ii) capitalized interest for the three and six months ended June 30, 2021 and 2020 (in thousands):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Gross interest cost | $ | 34,415 | $ | 34,630 | $ | 68,298 | $ | 68,994 | |||||||||||||||
| Capitalized interest | (6,887) | (5,072) | (12,765) | (9,721) | |||||||||||||||||||
| Interest expense | $ | 27,528 | $ | 29,558 | $ | 55,533 | $ | 59,273 | |||||||||||||||
Note 9. Accounts Payable and Accrued Expenses
The following table summarizes accounts payable and accrued expenses as of June 30, 2021 and December 31, 2020 (in thousands):
| June 30, 2021 | December 31, 2020 | ||||||||||
| Accrued property taxes | $ | 109,397 | $ | 48,689 | |||||||
| Resident security deposits | 99,093 | 90,621 | |||||||||
| Accrued construction and maintenance liabilities | 54,062 | 42,483 | |||||||||
| Accrued interest | 23,274 | 23,018 | |||||||||
| Prepaid rent | 23,184 | 24,421 | |||||||||
| 19,000 | 19,166 | ||||||||||
| Accounts payable | 4,598 | 432 | |||||||||
| Accrued distribution payable | 188 | 13,612 | |||||||||
| Other accrued liabilities | 34,111 | 36,507 | |||||||||
| Total | $ | 366,907 | $ | 298,949 | |||||||
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 / Unit Offering
In May 2021, the Company completed an underwritten public offering for 18,745,000 of its Class A common shares of beneficial interest, $0.01 par value per share, of which 5,500,000 shares were issued directly by the Company, and 13,245,000 shares were offered on a forward basis at the request of the Company by the forward sellers. In connection with this offering, the Company entered into forward sale agreements with the forward purchasers (the “May 2021 Forward Sale Agreements”) for these 13,245,000 shares which are accounted for in equity. The Company expects to physically settle the May 2021 Forward Sale Agreements by the delivery of the Class A common shares and receive proceeds by May 21, 2022, although the Company has the right to elect settlement prior to that time subject to certain conditions. Although the Company expects to physically settle, the May 2021 Forward Sale Agreements allow the Company to cash or net-share settle all or a portion of its obligations. If the Company elects to cash or net share
20
settle the May 2021 Forward Sale Agreements, the Company may not receive any proceeds, and may owe cash or Class A common shares to the forward purchasers in certain circumstances. The May 2021 Forward Sale Agreements are subject to early termination or settlement under certain circumstances.
The Company received net proceeds of $194.0 million from the 5,500,000 Class A common shares issued directly by the Company after deducting underwriting discounts and before offering costs of approximately $0.2 million. The Operating Partnership issued an equivalent number of corresponding Class A units to AH4R in exchange for the net proceeds from the issuance. The Company used the net proceeds to repay indebtedness under its revolving credit facility, to partially fund the redemption of its Series D and Series E perpetual preferred shares discussed below and for general corporate purposes. The Company did not initially receive proceeds from the sale of the Class A common shares offered on a forward basis but estimates that net proceeds will be approximately $467.3 million after deducting underwriting discounts. The Company expects to use these net proceeds for general corporate purposes including, without limitation, property acquisitions and developments.
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 it can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $500.0 million (the “At-the-Market Program”). The At-the-Market Program also provides that we may enter into forward contracts for our Class A common shares with forward sellers and forward purchasers. The Company intends to use any net proceeds from the At-the-Market Program (i) to repay indebtedness the Company has incurred or expects to incur under its revolving credit facility, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with 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 six months ended June 30, 2021 and 2020, no shares were issued under the At-the-Market Program. As of June 30, 2021, 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 for the repurchase of up to $300.0 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the six months ended June 30, 2021 and 2020, we did not repurchase and retire any of our shares. As of June 30, 2021, we had a remaining repurchase authorization of up to $265.1 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares under the program.
Perpetual Preferred Shares
As of June 30, 2021 and December 31, 2020, the Company had the following series of perpetual preferred shares outstanding (in thousands, except share data):
| June 30, 2021 | December 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||
| Series | Issuance Date | Earliest Redemption Date | Dividend Rate | Outstanding Shares | Current Liquidation Value | Outstanding Shares | Current Liquidation Value | |||||||||||||||||||||||||||||||||||||
| Series D perpetual preferred shares | 5/24/2016 | 5/24/2021 | 6.500 | % | — | $ | — | 10,750,000 | $ | 268,750 | ||||||||||||||||||||||||||||||||||
| Series E perpetual preferred shares | 6/29/2016 | 6/29/2021 | 6.350 | % | — | — | 9,200,000 | 230,000 | ||||||||||||||||||||||||||||||||||||
| Series F perpetual preferred shares | 4/24/2017 | 4/24/2022 | 5.875 | % | 6,200,000 | 155,000 | 6,200,000 | 155,000 | ||||||||||||||||||||||||||||||||||||
| Series G perpetual preferred shares | 7/17/2017 | 7/17/2022 | 5.875 | % | 4,600,000 | 115,000 | 4,600,000 | 115,000 | ||||||||||||||||||||||||||||||||||||
| Series H perpetual preferred shares | 9/19/2018 | 9/19/2023 | 6.250 | % | 4,600,000 | 115,000 | 4,600,000 | 115,000 | ||||||||||||||||||||||||||||||||||||
| Total preferred shares | 15,400,000 | $ | 385,000 | 35,350,000 | $ | 883,750 | ||||||||||||||||||||||||||||||||||||||
In June 2021, the Company redeemed all 10,750,000 shares of the outstanding 6.500% Series D perpetual preferred shares, $0.01 par value per share, for cash at a liquidation preference of $25.00 per share plus any accrued and unpaid dividends in accordance with the terms of such shares. The Operating Partnership also redeemed its corresponding Series D perpetual preferred units. As a result of the redemption, the Company recorded an $8.5 million allocation of income to the Series D perpetual preferred shareholders
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within the condensed consolidated statements of operations in the second quarter of 2021, which represents the initial liquidation value of the Series D perpetual preferred shares in excess of its carrying value as of the redemption date.
In June 2021, the Company redeemed all 9,200,000 shares of the outstanding 6.350% Series E perpetual preferred shares, $0.01 par value per share, for cash at a liquidation preference of $25.00 per share plus accrued and unpaid dividends in accordance with the terms of such shares. The Operating Partnership also redeemed its corresponding Series E perpetual preferred units. As a result of the redemption, the Company recorded a $7.4 million allocation of income to the Series E perpetual preferred shareholders within the condensed consolidated statements of operations in the second quarter of 2021, which represents the initial liquidation value of the Series E perpetual preferred shares in excess of its carrying value as of the redemption date.
Distributions
The Company’s board of trustees declared the following distributions during the respective quarters. The Operating Partnership funds the payment of distributions, and the board of trustees declared an equivalent amount of distributions on the corresponding OP units.
| For the Three Months Ended | ||||||||||||||||||||||||||
| Security | June 30, 2021 | March 31, 2021 | June 30, 2020 | March 31, 2020 | ||||||||||||||||||||||
| Class A and Class B common shares | $ | 0.10 | $ | 0.10 | $ | 0.05 | $ | 0.05 | ||||||||||||||||||
6.500% Series D perpetual preferred shares (1) | 0.30 | 0.41 | 0.41 | 0.41 | ||||||||||||||||||||||
6.350% Series E perpetual preferred shares | 0.40 | 0.40 | 0.40 | 0.40 | ||||||||||||||||||||||
5.875% Series F perpetual preferred shares | 0.37 | 0.37 | 0.37 | 0.37 | ||||||||||||||||||||||
5.875% Series G perpetual preferred shares | 0.37 | 0.37 | 0.37 | 0.37 | ||||||||||||||||||||||
6.250% Series H perpetual preferred shares | 0.39 | 0.39 | 0.39 | 0.39 | ||||||||||||||||||||||
(1)The 6.500% Series D perpetual preferred shares were redeemed on June 7, 2021 and the distributions for the three months ended June 30, 2021 represent the accrued and unpaid dividends paid to shareholders as part of the redemption.
Noncontrolling Interest
Noncontrolling interest as reflected in the Company’s condensed consolidated balance sheets primarily consists of the interests held by former American Homes 4 Rent, LLC (“AH LLC”) members in units in the Operating Partnership. Former AH LLC members owned 50,779,990 and 51,129,990, or approximately 13.6% and 13.9%, of the total 374,220,238 and 368,383,440 Class A units in the Operating Partnership as of June 30, 2021 and December 31, 2020, 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 374,220,238 and 368,383,440 Class A units in the Operating Partnership as of June 30, 2021 and December 31, 2020, respectively. The OP units owned by former AH LLC members and non-affiliates that are 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
2021 Equity Incentive Plan
In May 2021, the Company’s shareholders approved and the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan replaced the 2012 Equity Incentive Plan (the “2012 Plan”) and provides for the issuance of up to 9,544,095 Class A common shares (including shares that remained available for future awards under the 2012 Plan as of the effective date of the 2021 Plan and shares related to outstanding awards under the 2012 Plan that may become available after expiration, forfeiture or cancellation of such awards). The 2021 Plan provides for the issuance of Class A common shares through the grant of a variety of awards including stock options, stock appreciation rights, restricted share units (“RSUs”), unrestricted shares, dividend equivalent rights and performance-based awards. The 2021 Plan terminates in May 2031, unless terminated earlier by the Company’s board of trustees. When the Company issues Class A common shares under the 2021 Plan, the Operating Partnership issues an equivalent number of Class A units to AH4R.
During the six months ended June 30, 2021 and 2020, the Human Capital and Compensation Committee granted RSUs to employees that vest over a three-year service period. RSUs granted to non-management trustees vest over a one-year service period.
During the six months ended June 30, 2021, the Human Capital and Compensation Committee granted performance-based restricted share units (“PSUs”) to certain executives that cliff vest at the end of a three-year service period. The performance conditions of the PSUs are measured over a three-year performance period beginning January 1, 2021 and ending December 31, 2023.
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A portion of the PSUs are based on (i) the achievement of relative total shareholder return compared to a specified peer group (the “TSR Awards”), and a portion are based on (ii) average annual growth in core funds from operations per share (the “Core FFO Awards”). The number of PSUs that may ultimately vest range from zero to 200% of the number of PSUs granted based on the level of achievement of these performance conditions. For the TSR Awards, grant date fair value was determined using a multifactor Monte Carlo model and the resulting compensation cost is amortized over the service period regardless of whether the performance condition is achieved. For the Core FFO Awards, fair value is based on the market value on the date of grant and compensation cost is recognized based on the probable achievement of the performance condition at each reporting period.
The following table summarizes stock option activity under the 2012 Plan and 2021 Plan for the six months ended June 30, 2021 and 2020:
| For the Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Options outstanding at beginning of period | 1,090,300 | 1,529,800 | |||||||||
| Granted | — | — | |||||||||
| Exercised | (114,000) | (255,550) | |||||||||
| Forfeited | — | (2,850) | |||||||||
| Options outstanding at end of period | 976,300 | 1,271,400 | |||||||||
| Options exercisable at end of period | 938,800 | 1,124,800 | |||||||||
The following table summarizes RSU activity under the 2012 Plan and 2021 Plan for the six months ended June 30, 2021 and 2020:
| For the Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| RSUs outstanding at beginning of period | 651,537 | 599,109 | |||||||||
| Awarded | 568,313 | 461,279 | |||||||||
| Vested | (200,939) | (206,597) | |||||||||
| Forfeited | (17,697) | (39,995) | |||||||||
| RSUs outstanding at end of period | 1,001,214 | 813,796 | |||||||||
The following table summarizes PSU activity under the 2012 Plan and 2021 Plan for the six months ended June 30, 2021 and 2020:
| For the Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| PSUs outstanding at beginning of period | — | — | |||||||||
| Awarded | 92,319 | — | |||||||||
| Vested | — | — | |||||||||
| Forfeited | — | — | |||||||||
| PSUs outstanding at end of period | 92,319 | — | |||||||||
The Company’s noncash share-based compensation expense relating to corporate administrative employees is included in general and administrative expense and the noncash share-based compensation expense relating to centralized and field property management employees is included in property management expenses. Noncash share-based compensation expense relating to employees involved in the purchases of single-family properties, including newly constructed properties from third-party builders, the development of single-family properties, or the disposal of certain properties or portfolios of properties is included in acquisition and other transaction costs. The following table summarizes the activity that relates to the Company’s noncash share-based compensation expense for the three and six months ended June 30, 2021 and 2020 (in thousands):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| General and administrative expense | $ | 1,823 | $ | 1,649 | $ | 6,165 | $ | 3,018 | |||||||||||||||
| Property management expenses | 599 | 441 | 1,598 | 880 | |||||||||||||||||||
| Acquisition and other transaction costs | 729 | — | 3,498 | — | |||||||||||||||||||
| Total noncash share-based compensation expense | $ | 3,151 | $ | 2,090 | $ | 11,261 | $ | 3,898 | |||||||||||||||
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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 six months ended June 30, 2021 and 2020 (in thousands, except share and per share data):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | 51,814 | $ | 31,807 | $ | 100,735 | $ | 69,334 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Noncontrolling interest | 3,218 | 2,656 | 8,143 | 6,157 | |||||||||||||||||||
| Dividends on preferred shares | 12,615 | 13,782 | 26,397 | 27,564 | |||||||||||||||||||
| Redemption of perpetual preferred shares | 15,879 | — | 15,879 | — | |||||||||||||||||||
Allocation to participating securities (1) | 101 | 42 | 194 | 96 | |||||||||||||||||||
| Numerator for income per common share–basic and diluted | $ | 20,001 | $ | 15,327 | $ | 50,122 | $ | 35,517 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average common shares outstanding–basic | 319,752,730 | 301,011,545 | 318,380,175 | 300,912,307 | |||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
Share-based compensation plan and forward sale equity contracts (2) | 1,056,266 | 400,698 | 1,027,978 | 446,462 | |||||||||||||||||||
Weighted-average common shares outstanding–diluted (3) | 320,808,996 | 301,412,243 | 319,408,153 | 301,358,769 | |||||||||||||||||||
| Net income per common share: | |||||||||||||||||||||||
| Basic | $ | 0.06 | $ | 0.05 | $ | 0.16 | $ | 0.12 | |||||||||||||||
| Diluted | $ | 0.06 | $ | 0.05 | $ | 0.16 | $ | 0.12 | |||||||||||||||
(1)Unvested RSUs that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per share using the two-class method.
(2)Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options and the dilutive effect of unsettled forward sale equity contracts under the treasury stock method (see Note 10).
(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 six months ended June 30, 2021 and 2020 (in thousands, except unit and per unit data):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | 51,814 | $ | 31,807 | $ | 100,735 | $ | 69,334 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Preferred distributions | 12,615 | 13,782 | 26,397 | 27,564 | |||||||||||||||||||
| Redemption of perpetual preferred units | 15,879 | — | 15,879 | — | |||||||||||||||||||
Allocation to participating securities (1) | 101 | 42 | 194 | 96 | |||||||||||||||||||
| Numerator for income per common unit–basic and diluted | $ | 23,219 | $ | 17,983 | $ | 58,265 | $ | 41,674 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average common units outstanding–basic | 371,129,710 | 353,038,525 | 369,900,249 | 352,939,287 | |||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
Share-based compensation plan and forward sale equity contracts (2) | 1,056,266 | 400,698 | 1,027,978 | 446,462 | |||||||||||||||||||
| Weighted-average common units outstanding–diluted | 372,185,976 | 353,439,223 | 370,928,227 | 353,385,749 | |||||||||||||||||||
| Net income per common unit: | |||||||||||||||||||||||
| Basic | $ | 0.06 | $ | 0.05 | $ | 0.16 | $ | 0.12 | |||||||||||||||
| Diluted | $ | 0.06 | $ | 0.05 | $ | 0.16 | $ | 0.12 | |||||||||||||||
(1)Unvested RSUs that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per unit using the two-class method.
(2)Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options and the dilutive effect of unsettled forward sale equity contracts under the treasury stock method (see Note 10).
Note 13. Fair Value
The carrying amount of rents and other receivables, restricted cash, escrow deposits, prepaid expenses and other assets, and accounts payable and accrued expenses generally approximate fair value because of the short maturity of these amounts.
Our notes receivable are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the notes receivable by modeling the expected contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As the estimated current market rates were not substantially different from the discount rates originally applied, the carrying amount of notes receivable, net approximates fair value.
Our asset-backed securitizations and revolving credit facility are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the asset-backed securitizations by modeling the contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As our revolving credit facility bears interest at a floating rate based on an index plus a spread (see Note 8. Debt), management believes that the carrying value (excluding deferred financing costs) of the revolving credit facility reasonably approximates fair value. Our unsecured senior notes are financial instruments classified as Level 2 in the fair value hierarchy as their fair values were estimated using observable inputs based on the market value of the last trade at the end of the period.
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The following table displays the carrying values and fair values of our debt instruments as of June 30, 2021 and December 31, 2020 (in thousands):
| June 30, 2021 | December 31, 2020 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| AH4R 2014-SFR2 securitization | $ | 472,610 | $ | 483,541 | $ | 475,144 | $ | 488,140 | |||||||||||||||
| AH4R 2014-SFR3 securitization | 487,774 | 500,415 | 490,319 | 504,364 | |||||||||||||||||||
| AH4R 2015-SFR1 securitization | 512,778 | 525,461 | 515,326 | 529,542 | |||||||||||||||||||
| AH4R 2015-SFR2 securitization | 444,671 | 458,748 | 446,818 | 461,037 | |||||||||||||||||||
| Total asset-backed securitizations | 1,917,833 | 1,968,165 | 1,927,607 | 1,983,083 | |||||||||||||||||||
| 2028 unsecured senior notes, net | 494,773 | 561,940 | 494,378 | 575,220 | |||||||||||||||||||
| 2029 unsecured senior notes, net | 395,708 | 465,212 | 395,427 | 482,276 | |||||||||||||||||||
| Total unsecured senior notes, net | 890,481 | 1,027,152 | 889,805 | 1,057,496 | |||||||||||||||||||
| Revolving credit facility | 620,000 | 620,000 | — | — | |||||||||||||||||||
| Total debt | $ | 3,428,314 | $ | 3,615,317 | $ | 2,817,412 | $ | 3,040,579 | |||||||||||||||
During the first quarter of 2021, in anticipation of a debt issuance and in order to hedge interest rate risk, the Company entered into a treasury lock agreement with a notional amount of $400.0 million based on the 10-year treasury note rate at the time. The treasury lock was designated as a cash flow hedging instrument. The treasury lock was settled in June 2021 in connection with the pricing of the 2031 Notes (see Note 16) and resulted in a $4.0 million loss that was recorded in other comprehensive loss as of June 30, 2021 and will be reclassified into earnings as an increase to interest expense over the 10-year term of the 2031 Notes. As the $4.0 million loss was paid upon issuance of the 2031 Notes in July 2021 (see Note 16), the amount was recorded in accounts payable and accrued expenses within the condensed consolidated balance sheets as of June 30, 2021. The treasury lock is classified as Level 2 within the fair value hierarchy as its fair value was estimated using observable inputs, based on the 10-year treasury note rate.
Note 14. Related Party Transactions
As of June 30, 2021 and December 31, 2020, affiliates owned approximately 14.1% and 14.3%, respectively, of the Company’s outstanding Class A common shares. On a fully-diluted basis, affiliates held (including consideration of 635,075 Class B common shares and 50,622,165 and 50,972,165 Class A units as of June 30, 2021 and December 31, 2020, respectively) an approximate 25.9% and 26.3% interest as of June 30, 2021 and December 31, 2020, respectively.
American Homes 4 Rent
As of December 31, 2020, the Company had a $4.8 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 June 30, 2021, the Operating Partnership had a receivable from affiliates of $25.7 million related to the asset-backed securitization certificates held by AH4R, which was included in amounts due from affiliates on the Operating Partnership’s condensed consolidated balance sheets. As of December 31, 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, and had a $4.8 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 June 30, 2021, the Company had commitments to acquire 626 single-family properties for an aggregate purchase price of $183.0 million, as well as $197.6 million in purchase commitments for land relating to our AMH Development Program. As of December 31, 2020, the Company had commitments to acquire 323 single-family properties for an aggregate purchase price of $81.7 million, as well as $72.3 million in purchase commitments for land relating to our AMH Development Program.
As of June 30, 2021 and December 31, 2020, the Company had sales in escrow for approximately 43 and 97, respectively, of our single-family properties for aggregate selling prices of $14.4 million and $24.0 million, respectively.
As of June 30, 2021 and December 31, 2020, the Company, as a condition for entering into some of its development contracts, had outstanding surety bonds of approximately $59.9 million and $36.7 million, respectively.
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Captive Insurance Company
In the first quarter of 2021, the Company formed a wholly owned captive insurance company, American Dream Insurance, LLC, which provides general liability insurance coverage for losses below the deductible under the Company’s third-party liability insurance policy. The Company created American Dream Insurance, LLC as part of its overall risk management program and to stabilize its insurance costs, manage exposure and recoup expenses through the functions of the captive program. The captive insurance company’s impact on the Company’s condensed consolidated financial statements is immaterial.
Legal Matters
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.
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 third 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, including with respect to new variants or strains, the speed and effectiveness of vaccine distribution, vaccine adoption rates and actions by government authorities to contain the pandemic or treat its impact, among other things.
Note 16. Subsequent Events
Subsequent Acquisitions
From July 1, 2021 through July 31, 2021, the Company added 412 properties to its portfolio for a total cost of approximately $143.0 million, which included 107 newly constructed properties delivered through our AMH Development Program and 46 newly constructed homes acquired from third-party developers through our National Builder Program.
Subsequent Dispositions
From July 1, 2021 through July 31, 2021, the Company disposed of 31 properties for aggregate net proceeds of approximately $8.9 million.
Revolving Credit Facility
From July 1, 2021 through July 31, 2021, the Company paid down $620.0 million and borrowed an additional $20.0 million under its revolving credit facility, resulting in $20.0 million of outstanding borrowings under its revolving credit facility as of July 31, 2021.
Unsecured Senior Notes
In July 2021, the Operating Partnership issued $450.0 million of 2.375% unsecured senior notes with a maturity date of July 15, 2031 (the “2031 Notes”) and $300.0 million of 3.375% unsecured senior notes with a maturity date of July 15, 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Notes”). Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2022. The Operating Partnership received aggregate net proceeds of $731.6 million from these issuances, after underwriting fees of approximately $5.6 million and a $12.8 million discount, and before estimated offering costs of $1.1 million. The Operating Partnership used the net proceeds from this offering to repay amounts outstanding on its revolving credit facility and intends to use any remaining net proceeds for general corporate purposes, including, without limitation, property acquisitions and developments, the expansion, redevelopment and/or improvement of existing properties in the Operating Partnership’s portfolio, other capital expenditures, the redemption of its preferred shares, the repayment of outstanding indebtedness, working capital and other general purposes.
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The Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the Notes in whole at any time or in part from time to time at the applicable redemption price specified in the indentures with respect to the Notes. If the 2031 Notes are redeemed on or after April 15, 2031 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. If the 2051 Notes are redeemed on or after January 15, 2051 (six months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
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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 June 30, 2021, we owned 54,785 single-family properties in selected sub-markets of metropolitan statistical areas (“MSAs”) in 22 states, including 589 properties held for sale, compared to 53,584 single-family properties in 22 states, including 711 properties held for sale, as of December 31, 2020, and 53,000 single-family properties in 22 states, including 948 properties held for sale as of June 30, 2020. As of June 30, 2021, 52,645, or 97.1%, of our total properties (excluding properties held for sale) were occupied, compared to 51,271, or 97.0%, of our total properties (excluding properties held for sale) as of December 31, 2020, and 50,170, or 96.4%, of our total properties (excluding properties held for sale) as of June 30, 2020. Also, as of June 30, 2021, the Company had an additional 1,530 properties held in unconsolidated joint ventures, compared to 1,293 properties held in unconsolidated joint ventures as of December 31, 2020, and 936 properties held in unconsolidated joint ventures as of June 30, 2020. 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 second quarter of 2021 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 most 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.
Collections have continued to remain resilient throughout the pandemic with the Company recognizing bad debt on 2.5% of its second quarter 2021 rental billings for its Same-Home portfolio. Additionally, collections of July 2021 rental billings continue to remain consistent with pandemic payment histories within 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, new variants or strains, such as the Delta variant, the impact of government regulations, vaccine adoption rates, the effectiveness of vaccines, 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 I, “Item 1A. Risk Factors—Risks Related to Our Business—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” in our 2020 Annual Report.
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Key Single-Family Property and Leasing Metrics
The following table summarizes certain key single-family properties metrics as of June 30, 2021:
| Market | Number of Single-Family Properties (1) | % of Total Single-Family Properties | Gross Book Value (millions) | % of Gross Book Value Total | Avg. Gross Book Value per Property | Avg. Sq. Ft. | Avg. Property Age (years) | Avg. Year Purchased or Delivered | ||||||||||||||||||||||||||||||||||||||||||
| Atlanta, GA | 5,238 | 9.7 | % | $ | 1,008.3 | 9.6 | % | $ | 192,504 | 2,164 | 17.4 | 2015 | ||||||||||||||||||||||||||||||||||||||
| Dallas-Fort Worth, TX | 4,311 | 8.0 | % | 724.7 | 6.9 | % | 168,101 | 2,116 | 17.2 | 2014 | ||||||||||||||||||||||||||||||||||||||||
| Charlotte, NC | 3,851 | 7.1 | % | 772.9 | 7.4 | % | 200,690 | 2,098 | 16.7 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Phoenix, AZ | 3,221 | 5.9 | % | 596.0 | 5.7 | % | 185,029 | 1,837 | 17.6 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Houston, TX | 2,946 | 5.4 | % | 493.0 | 4.7 | % | 167,347 | 2,097 | 15.5 | 2014 | ||||||||||||||||||||||||||||||||||||||||
| Nashville, TN | 2,968 | 5.5 | % | 659.3 | 6.3 | % | 222,153 | 2,108 | 15.5 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Indianapolis, IN | 2,864 | 5.3 | % | 455.1 | 4.4 | % | 158,899 | 1,929 | 18.6 | 2014 | ||||||||||||||||||||||||||||||||||||||||
| Tampa, FL | 2,555 | 4.7 | % | 530.5 | 5.1 | % | 207,635 | 1,943 | 14.7 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Jacksonville, FL | 2,542 | 4.7 | % | 481.1 | 4.6 | % | 189,267 | 1,937 | 14.7 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Raleigh, NC | 2,133 | 3.9 | % | 403.3 | 3.9 | % | 189,078 | 1,880 | 15.8 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Columbus, OH | 2,087 | 3.9 | % | 371.9 | 3.6 | % | 178,191 | 1,870 | 19.3 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Cincinnati, OH | 2,043 | 3.8 | % | 371.7 | 3.6 | % | 181,948 | 1,851 | 18.8 | 2014 | ||||||||||||||||||||||||||||||||||||||||
| Orlando, FL | 1,801 | 3.3 | % | 343.7 | 3.3 | % | 190,838 | 1,904 | 18.6 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Greater Chicago area, IL and IN | 1,725 | 3.2 | % | 319.5 | 3.1 | % | 185,239 | 1,870 | 19.8 | 2013 | ||||||||||||||||||||||||||||||||||||||||
| Salt Lake City, UT | 1,616 | 3.0 | % | 426.3 | 4.1 | % | 263,799 | 2,182 | 17.2 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Charleston, SC | 1,327 | 2.4 | % | 279.1 | 2.7 | % | 210,296 | 1,977 | 12.2 | 2016 | ||||||||||||||||||||||||||||||||||||||||
| Las Vegas, NV | 1,286 | 2.4 | % | 266.0 | 2.5 | % | 206,881 | 1,867 | 15.5 | 2014 | ||||||||||||||||||||||||||||||||||||||||
| Austin, TX | 1,024 | 1.9 | % | 207.3 | 2.0 | % | 202,463 | 1,889 | 10.9 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| San Antonio, TX | 945 | 1.7 | % | 156.3 | 1.5 | % | 165,440 | 2,024 | 16.8 | 2014 | ||||||||||||||||||||||||||||||||||||||||
| Savannah/Hilton Head, SC | 916 | 1.7 | % | 169.0 | 1.6 | % | 184,522 | 1,872 | 13.3 | 2016 | ||||||||||||||||||||||||||||||||||||||||
All Other (2) | 6,797 | 12.5 | % | 1,425.3 | 13.4 | % | 209,695 | 1,900 | 17.0 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Total/Average | 54,196 | 100.0 | % | $ | 10,460.3 | 100.0 | % | $ | 193,009 | 1,987 | 16.7 | 2015 | ||||||||||||||||||||||||||||||||||||||
(1)Excludes 589 single-family properties held for sale as of June 30, 2021.
(2)Represents 15 markets in 13 states.
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The following table summarizes certain key leasing metrics as of June 30, 2021:
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, GA | 96.9 | % | $ | 1,750 | 12.0 | 6.3 | 8.6 | % | ||||||||||||||||||||||||
| Dallas-Fort Worth, TX | 97.5 | % | 1,866 | 12.2 | 6.2 | 7.1 | % | |||||||||||||||||||||||||
| Charlotte, NC | 97.5 | % | 1,718 | 12.4 | 6.2 | 8.0 | % | |||||||||||||||||||||||||
| Phoenix, AZ | 97.5 | % | 1,636 | 12.0 | 6.4 | 12.6 | % | |||||||||||||||||||||||||
| Houston, TX | 95.9 | % | 1,737 | 12.4 | 6.0 | 5.8 | % | |||||||||||||||||||||||||
| Nashville, TN | 97.1 | % | 1,849 | 12.0 | 6.4 | 6.7 | % | |||||||||||||||||||||||||
| Indianapolis, IN | 97.1 | % | 1,543 | 12.0 | 6.5 | 8.2 | % | |||||||||||||||||||||||||
| Tampa, FL | 98.0 | % | 1,826 | 12.0 | 6.4 | 8.1 | % | |||||||||||||||||||||||||
| Jacksonville, FL | 97.2 | % | 1,708 | 12.0 | 6.7 | 8.5 | % | |||||||||||||||||||||||||
| Raleigh, NC | 97.6 | % | 1,638 | 12.4 | 6.7 | 7.3 | % | |||||||||||||||||||||||||
| Columbus, OH | 98.1 | % | 1,778 | 12.1 | 6.5 | 7.9 | % | |||||||||||||||||||||||||
| Cincinnati, OH | 96.6 | % | 1,727 | 12.0 | 6.7 | 7.9 | % | |||||||||||||||||||||||||
| Orlando, FL | 97.2 | % | 1,804 | 12.0 | 6.5 | 7.1 | % | |||||||||||||||||||||||||
| Greater Chicago area, IL and IN | 98.4 | % | 1,984 | 12.3 | 6.5 | 7.2 | % | |||||||||||||||||||||||||
| Salt Lake City, UT | 98.1 | % | 1,926 | 12.1 | 6.3 | 9.0 | % | |||||||||||||||||||||||||
| Charleston, SC | 96.9 | % | 1,842 | 12.0 | 6.9 | 7.8 | % | |||||||||||||||||||||||||
| Las Vegas, NV | 96.1 | % | 1,756 | 11.9 | 6.7 | 9.8 | % | |||||||||||||||||||||||||
| Austin, TX | 97.5 | % | 1,779 | 12.1 | 6.8 | 7.1 | % | |||||||||||||||||||||||||
| San Antonio, TX | 97.1 | % | 1,634 | 12.1 | 6.3 | 6.8 | % | |||||||||||||||||||||||||
| Savannah/Hilton Head, SC | 98.9 | % | 1,676 | 12.1 | 6.2 | 8.1 | % | |||||||||||||||||||||||||
All Other (6) | 97.5 | % | 1,807 | 12.1 | 6.2 | 7.4 | % | |||||||||||||||||||||||||
| Total/Average | 97.3 | % | $ | 1,763 | 12.1 | 6.4 | 7.9 | % | ||||||||||||||||||||||||
(1)Leasing information excludes 589 single-family properties held for sale as of June 30, 2021.
(2)For the three months ended June 30, 2021, 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 June 30, 2021, 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 June 30, 2021, 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 13 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 our results of operations and financial condition 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 land and 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. In addition, we also acquire newly constructed homes from third-party developers through our National Builder Program. Opportunities from these
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new 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 June 30, 2021, we developed or acquired 898 homes, including 256 newly constructed properties delivered through our AMH Development Program and 642 homes acquired through our National Builder Program and traditional acquisition channel, partially offset by 97 homes sold.
Our properties held for sale were identified based on sub-market analysis, as well as individual property-level operational review. As of June 30, 2021 and December 31, 2020, there were 589 and 711 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. However, delivery of homes may be staggered to facilitate leasing absorption. 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 $250,000 and $400,000 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 20 to 40 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 30 to 50 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. Typically, our tenants have household incomes ranging from $70,000 to $120,000 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.
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 4.1% for the three months ended June 30, 2021, and we experienced turnover rates of 8.2% and 9.4% during the three months ended June 30, 2021 and 2020, respectively. Based on our Same-Home population of
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properties (defined below), the year-over-year increase in Average Monthly Realized Rent per property was 3.7% for the six months ended June 30, 2021, and we experienced turnover rates of 15.1% and 17.4% during the six months ended June 30, 2021 and 2020, respectively. In response to the COVID-19 pandemic, we offered zero percent increases on newly signed renewals for leases expiring during the three months ended June 30, 2020.
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 $51.8 million for the three months ended June 30, 2021, compared to net income of $31.8 million for the three months ended June 30, 2020. This increase was primarily attributable to growth in the Company’s portfolio, higher occupancy and higher rental rates. Net income totaled $100.7 million for the six months ended June 30, 2021, compared to net income of $69.3 million for the six months ended June 30, 2020. This increase was primarily attributable to growth in the Company’s portfolio, higher occupancy and higher rental rates, as well as an increase in gain on sale and impairment of single-family properties and other, net, partially offset by increased uncollectible rents related to the COVID-19 pandemic.
Effective March 31, 2021, the Company reclassified certain impairment charges related to homes classified as held for sale from other expenses to gain on sale and impairment of single-family properties and other, net within the condensed consolidated statements of operations. The Company also reclassified other revenues and the remaining other expenses to other income and expense, net within the condensed consolidated statements of operations. The reclassification had no impact to net income, core revenues, core property operating expenses, Core NOI, Core FFO and Adjusted FFO attributable to common share and unit holders, Adjusted EBITDAre or Fully Adjusted EBITDAre.
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
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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 rents and other single-family property revenues, excluding expenses reimbursed by tenant charge-backs, 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) gains and losses from sales or impairments 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, and (9) other income and expense, net. 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 June 30, 2021 to the Three Months Ended June 30, 2020
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 June 30, 2021 and 2020 (in thousands):
| For the Three Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||||||
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 | $ | 242,172 | $ | 35,151 | $ | 277,323 | |||||||||||||||||||||||||||||
| Fees from single-family properties | 4,646 | 880 | 5,526 | ||||||||||||||||||||||||||||||||
| Bad debt | (6,141) | (1,068) | (7,209) | ||||||||||||||||||||||||||||||||
| Core revenues | 240,677 | 34,963 | 275,640 | ||||||||||||||||||||||||||||||||
| Property tax expense | 42,105 | 17.6 | % | 5,875 | 16.8 | % | 47,980 | 17.4 | % | ||||||||||||||||||||||||||
HOA fees, net (2) | 4,633 | 1.9 | % | 669 | 1.9 | % | 5,302 | 1.9 | % | ||||||||||||||||||||||||||
R&M and turnover costs, net (2) | 19,945 | 8.3 | % | 3,058 | 8.7 | % | 23,003 | 8.3 | % | ||||||||||||||||||||||||||
| Insurance | 2,469 | 1.0 | % | 473 | 1.4 | % | 2,942 | 1.1 | % | ||||||||||||||||||||||||||
Property management expenses, net (3) | 17,859 | 7.4 | % | 3,295 | 9.4 | % | 21,154 | 7.7 | % | ||||||||||||||||||||||||||
| Core property operating expenses | 87,011 | 36.2 | % | 13,370 | 38.2 | % | 100,381 | 36.4 | % | ||||||||||||||||||||||||||
| Core NOI | $ | 153,666 | 63.8 | % | $ | 21,593 | 61.8 | % | $ | 175,259 | 63.6 | % | |||||||||||||||||||||||
| For the Three Months Ended June 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 | $ | 227,075 | $ | 23,689 | $ | 250,764 | |||||||||||||||||||||||||||||
| Fees from single-family properties | 2,826 | 485 | 3,311 | ||||||||||||||||||||||||||||||||
| Bad debt | (7,759) | (1,056) | (8,815) | ||||||||||||||||||||||||||||||||
| Core revenues | 222,142 | 23,118 | 245,260 | ||||||||||||||||||||||||||||||||
| Property tax expense | 40,274 | 18.1 | % | 4,875 | 21.1 | % | 45,149 | 18.4 | % | ||||||||||||||||||||||||||
HOA fees, net (2) | 4,341 | 2.0 | % | 642 | 2.8 | % | 4,983 | 2.0 | % | ||||||||||||||||||||||||||
R&M and turnover costs, net (2) | 20,101 | 9.0 | % | 2,913 | 12.6 | % | 23,014 | 9.4 | % | ||||||||||||||||||||||||||
| Insurance | 2,120 | 1.0 | % | 300 | 1.3 | % | 2,420 | 1.0 | % | ||||||||||||||||||||||||||
Property management expenses, net (3) | 18,318 | 8.2 | % | 2,942 | 12.7 | % | 21,260 | 8.7 | % | ||||||||||||||||||||||||||
| Core property operating expenses | 85,154 | 38.3 | % | 11,672 | 50.5 | % | 96,826 | 39.5 | % | ||||||||||||||||||||||||||
| Core NOI | $ | 136,988 | 61.7 | % | $ | 11,446 | 49.5 | % | $ | 148,434 | 60.5 | % | |||||||||||||||||||||||
(1)Includes 47,086 properties that have been stabilized longer than 90 days prior to January 1, 2020.
(2)Presented net of tenant charge-backs.
(3)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 June 30, 2021 and 2020 (amounts in thousands):
| For the Three Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Core revenues and Same-Home core revenues | |||||||||||
| Rents and other single-family property revenues | $ | 313,654 | $ | 280,689 | |||||||
| Tenant charge-backs | (38,014) | (35,429) | |||||||||
| Core revenues | 275,640 | 245,260 | |||||||||
| Less: Non-Same-Home core revenues | 34,963 | 23,118 | |||||||||
| Same-Home core revenues | $ | 240,677 | $ | 222,142 | |||||||
| Core property operating expenses and Same-Home core property operating expenses | |||||||||||
| Property operating expenses | $ | 116,578 | $ | 110,436 | |||||||
| Property management expenses | 22,416 | 22,260 | |||||||||
| Noncash share-based compensation - property management | (599) | (441) | |||||||||
| Expenses reimbursed by tenant charge-backs | (38,014) | (35,429) | |||||||||
| Core property operating expenses | 100,381 | 96,826 | |||||||||
| Less: Non-Same-Home core property operating expenses | 13,370 | 11,672 | |||||||||
| Same-Home core property operating expenses | $ | 87,011 | $ | 85,154 | |||||||
| Core NOI and Same-Home Core NOI | |||||||||||
| Net income | $ | 51,814 | $ | 31,807 | |||||||
| Gain on sale and impairment of single-family properties and other, net | (10,760) | (9,997) | |||||||||
| Depreciation and amortization | 91,117 | 84,836 | |||||||||
| Acquisition and other transaction costs | 2,968 | 1,956 | |||||||||
| Noncash share-based compensation - property management | 599 | 441 | |||||||||
| Interest expense | 27,528 | 29,558 | |||||||||
| General and administrative expense | 12,793 | 11,493 | |||||||||
| Other income and expense, net | (800) | (1,660) | |||||||||
| Core NOI | 175,259 | 148,434 | |||||||||
| Less: Non-Same-Home Core NOI | 21,593 | 11,446 | |||||||||
| Same-Home Core NOI | $ | 153,666 | $ | 136,988 | |||||||
Rents and Other Single-Family Property Revenues
Rents and other single-family property revenues increased 11.7% to $313.7 million for the three months ended June 30, 2021 from $280.7 million for the three months ended June 30, 2020. Revenue growth was driven by an increase in our average occupied portfolio which grew to 52,335 homes for the three months ended June 30, 2021, compared to 49,600 homes for the three months ended June 30, 2020, as well as higher rental rates, higher fees from single-family properties and lower uncollectible rents related to the COVID-19 pandemic.
Property Operating Expenses
Property operating expenses increased 5.6% to $116.6 million for the three months ended June 30, 2021 from $110.4 million for the three months ended June 30, 2020. This increase was primarily attributable to higher property tax expense and higher R&M and turnover costs as a result of growth in our portfolio.
Property Management Expenses
Property management expenses for the three months ended June 30, 2021 and 2020 were $22.4 million and $22.3 million, respectively, which included $0.6 million and $0.4 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 noncash share-based compensation expense.
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Core Revenues from Same-Home Properties
Core revenues from Same-Home properties increased 8.3% to $240.7 million for the three months ended June 30, 2021 from $222.1 million for the three months ended June 30, 2020 primarily driven by a 4.1% increase in Average Monthly Realized Rent per property, which increased to $1,752 per month for the three months ended June 30, 2021 compared to $1,683 per month for the three months ended June 30, 2020, a 2.4% increase in Average Occupied Days Percentage, higher fees from single-family properties and lower 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 2.2% to $87.0 million for the three months ended June 30, 2021 from $85.2 million for the three months ended June 30, 2020 primarily driven by annual growth in property tax expense, 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 June 30, 2021 and 2020 was $12.8 million and $11.5 million, respectively, which included $1.8 million and $1.6 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 personnel costs and higher professional fees.
Interest Expense
Interest expense decreased 6.9% to $27.5 million for the three months ended June 30, 2021 from $29.6 million for the three months ended June 30, 2020. This decrease was primarily related to additional capitalized interest during the three months ended June 30, 2021 related to an increase in our development activities under our AMH Development Program.
Acquisition and Other Transaction Costs
Acquisition and other transaction costs consists primarily of costs associated with purchases of single-family properties, including newly constructed properties from third-party builders, the development of single-family properties, or the disposal of certain properties or portfolios of properties which do not qualify for capitalization. Acquisition and other transaction costs were $3.0 million and $2.0 million for the three months ended June 30, 2021 and 2020, respectively, which included $0.7 million of noncash share-based compensation expense related to employees in these functions during the three months ended June 30, 2021. The increase in acquisition and other transaction costs was primarily related to higher noncash share-based compensation expense.
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 7.4% to $91.1 million for the three months ended June 30, 2021 from $84.8 million for the three months ended June 30, 2020 primarily due to growth in our average number of depreciable properties.
Gain on Sale and Impairment of Single-Family Properties and Other, net
Gain on sale and impairment of single-family properties and other, net was $10.8 million and $10.0 million for the three months ended June 30, 2021 and 2020, respectively, which included $0.2 million and $0.7 million of impairment charges, respectively, related to homes classified as held for sale during each period. The increase was primarily related to higher net gains from property sales as well as lower impairment charges.
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Other Income and Expense, net
Other income and expense, net was $0.8 million and $1.7 million for the three months ended June 30, 2021 and 2020, respectively, which primarily related to interest income, fees from unconsolidated joint ventures, equity in earnings from unconsolidated joint ventures, partially offset by expenses related to unconsolidated joint ventures.
Comparison of the Six Months Ended June 30, 2021 to the Six Months Ended June 30, 2020
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 six months ended June 30, 2021 and 2020 (in thousands):
| For the Six Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||||||
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 | $ | 478,910 | $ | 66,734 | $ | 545,644 | |||||||||||||||||||||||||||||
| Fees from single-family properties | 9,049 | 1,651 | 10,700 | ||||||||||||||||||||||||||||||||
| Bad debt | (12,004) | (1,922) | (13,926) | ||||||||||||||||||||||||||||||||
| Core revenues | 475,955 | 66,463 | 542,418 | ||||||||||||||||||||||||||||||||
| Property tax expense | 83,814 | 17.6 | % | 11,574 | 17.4 | % | 95,388 | 17.5 | % | ||||||||||||||||||||||||||
HOA fees, net (2) | 8,948 | 1.9 | % | 1,321 | 2.0 | % | 10,269 | 1.9 | % | ||||||||||||||||||||||||||
R&M and turnover costs, net (2) | 35,634 | 7.5 | % | 5,605 | 8.4 | % | 41,239 | 7.6 | % | ||||||||||||||||||||||||||
| Insurance | 4,882 | 1.0 | % | 848 | 1.3 | % | 5,730 | 1.1 | % | ||||||||||||||||||||||||||
Property management expenses, net (3) | 36,707 | 7.7 | % | 6,647 | 10.0 | % | 43,354 | 8.0 | % | ||||||||||||||||||||||||||
| Core property operating expenses | 169,985 | 35.7 | % | 25,995 | 39.1 | % | 195,980 | 36.1 | % | ||||||||||||||||||||||||||
| Core NOI | $ | 305,970 | 64.3 | % | $ | 40,468 | 60.9 | % | $ | 346,438 | 63.9 | % | |||||||||||||||||||||||
| For the Six Months Ended June 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 | $ | 451,285 | $ | 44,809 | $ | 496,094 | |||||||||||||||||||||||||||||
| Fees from single-family properties | 6,375 | 950 | 7,325 | ||||||||||||||||||||||||||||||||
| Bad debt | (9,442) | (1,388) | (10,830) | ||||||||||||||||||||||||||||||||
| Core revenues | 448,218 | 44,371 | 492,589 | ||||||||||||||||||||||||||||||||
| Property tax expense | 80,383 | 17.9 | % | 9,734 | 21.9 | % | 90,117 | 18.3 | % | ||||||||||||||||||||||||||
HOA fees, net (2) | 8,310 | 1.9 | % | 1,189 | 2.7 | % | 9,499 | 1.9 | % | ||||||||||||||||||||||||||
R&M and turnover costs, net (2) | 34,975 | 7.8 | % | 5,146 | 11.6 | % | 40,121 | 8.1 | % | ||||||||||||||||||||||||||
| Insurance | 4,172 | 0.9 | % | 561 | 1.3 | % | 4,733 | 1.0 | % | ||||||||||||||||||||||||||
Property management expenses, net (3) | 37,141 | 8.3 | % | 5,536 | 12.5 | % | 42,677 | 8.7 | % | ||||||||||||||||||||||||||
| Core property operating expenses | 164,981 | 36.8 | % | 22,166 | 50.0 | % | 187,147 | 38.0 | % | ||||||||||||||||||||||||||
| Core NOI | $ | 283,237 | 63.2 | % | $ | 22,205 | 50.0 | % | $ | 305,442 | 62.0 | % | |||||||||||||||||||||||
(1)Includes 47,086 properties that have been stabilized longer than 90 days prior to January 1, 2020.
(2)Presented net of tenant charge-backs.
(3)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 six months ended June 30, 2021 and 2020 (amounts in thousands):
| For the Six Months Ended June 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Core revenues and Same-Home core revenues | |||||||||||
| Rents and other single-family property revenues | $ | 626,227 | $ | 568,031 | |||||||
| Tenant charge-backs | (83,809) | (75,442) | |||||||||
| Core revenues | 542,418 | 492,589 | |||||||||
| Less: Non-Same-Home core revenues | 66,463 | 44,371 | |||||||||
| Same-Home core revenues | $ | 475,955 | $ | 448,218 | |||||||
| Core property operating expenses and Same-Home core property operating expenses | |||||||||||
| Property operating expenses | $ | 235,272 | $ | 217,933 | |||||||
| Property management expenses | 46,115 | 45,536 | |||||||||
| Noncash share-based compensation - property management | (1,598) | (880) | |||||||||
| Expenses reimbursed by tenant charge-backs | (83,809) | (75,442) | |||||||||
| Core property operating expenses | 195,980 | 187,147 | |||||||||
| Less: Non-Same-Home core property operating expenses | 25,995 | 22,166 | |||||||||
| Same-Home core property operating expenses | $ | 169,985 | $ | 164,981 | |||||||
| Core NOI and Same-Home Core NOI | |||||||||||
| Net income | $ | 100,735 | $ | 69,334 | |||||||
| Gain on sale and impairment of single-family properties and other, net | (26,829) | (16,316) | |||||||||
| Depreciation and amortization | 181,188 | 167,657 | |||||||||
| Acquisition and other transaction costs | 7,814 | 4,103 | |||||||||
| Noncash share-based compensation - property management | 1,598 | 880 | |||||||||
| Interest expense | 55,533 | 59,273 | |||||||||
| General and administrative expense | 27,998 | 22,759 | |||||||||
| Other income and expense, net | (1,599) | (2,248) | |||||||||
| Core NOI | 346,438 | 305,442 | |||||||||
| Less: Non-Same-Home Core NOI | 40,468 | 22,205 | |||||||||
| Same-Home Core NOI | $ | 305,970 | $ | 283,237 | |||||||
Rents and Other Single-Family Property Revenues
Rents and other single-family property revenues increased 10.2% to $626.2 million for the six months ended June 30, 2021 from $568.0 million for the six months ended June 30, 2020. Revenue growth was primarily driven by an increase in our average occupied portfolio which grew to 51,980 homes for the six months ended June 30, 2021, compared to 49,322 homes for the six months ended June 30, 2020, as well as higher rental rates and higher fees from single-family properties, partially offset by an increase in uncollectible rents related to the COVID-19 pandemic.
Property Operating Expenses
Property operating expenses increased 8.0% to $235.3 million for the six months ended June 30, 2021 from $217.9 million for the six months ended June 30, 2020. This increase was primarily attributable to higher property tax expense and higher R&M and turnover costs as a result of growth in our portfolio.
Property Management Expenses
Property management expenses for the six months ended June 30, 2021 and 2020 were $46.1 million and $45.5 million, respectively, which included $1.6 million and $0.9 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 noncash share-based compensation expense and higher personnel costs, partially offset by lower employee travel and office costs and lower recoverable expenses for tenant utilities.
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Core Revenues from Same-Home Properties
Core revenues from Same-Home properties increased 6.2% to $476.0 million for the six months ended June 30, 2021 from $448.2 million for the six months ended June 30, 2020 primarily driven by a 3.7% increase in Average Monthly Realized Rent per property, which increased to $1,737 per month for the six months ended June 30, 2021 compared to $1,675 per month for the six months ended June 30, 2020, a 2.2% increase in Average Occupied Days Percentage and higher fees from single-family properties, 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 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 $170.0 million for the six months ended June 30, 2021 from $165.0 million for the six months ended June 30, 2020 primarily driven by annual growth in property tax expense.
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 six months ended June 30, 2021 and 2020 was $28.0 million and $22.8 million, respectively, which included $6.2 million and $3.0 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 driven by retirement provisions that resulted in accelerated expense recognition for retirement eligible employees during the six months ended June 30, 2021, as well as higher personnel costs and higher professional fees.
Interest Expense
Interest expense decreased 6.3% to $55.5 million for the six months ended June 30, 2021 from $59.3 million for the six months ended June 30, 2020. This decrease was primarily related to additional capitalized interest during the six months ended June 30, 2021 related to an increase in our development activities under our AMH Development Program.
Acquisition and Other Transaction Costs
Acquisition and other transaction costs consists primarily of costs associated with purchases of single-family properties, including newly constructed properties from third-party builders, the development of single-family properties, or the disposal of certain properties or portfolios of properties which do not qualify for capitalization. Acquisition and other transaction costs were $7.8 million and $4.1 million for the six months ended June 30, 2021 and 2020, respectively, which included $3.5 million of noncash share-based compensation expense related to employees in these functions during the six months ended June 30, 2021. The increase in acquisition and other transaction costs was primarily related to higher noncash share-based compensation expense driven by retirement provisions that resulted in accelerated expense recognition for retirement eligible employees during the six months ended June 30, 2021.
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 8.1% to $181.2 million for the six months ended June 30, 2021 from $167.7 million for the six months ended June 30, 2020 primarily due to growth in our average number of depreciable properties.
Gain on Sale and Impairment of Single-Family Properties and Other, net
Gain on sale and impairment of single-family properties and other, net was $26.8 million and $16.3 million for the six months ended June 30, 2021 and 2020, respectively, which included $0.2 million and $5.1 million of impairment charges, respectively, related to homes classified as held for sale during each period. The increase was primarily related to higher net gains from property sales and lower impairment charges. During the six months ended June 30, 2020, a $3.5 million noncash write-down
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associated with the liquidation of legacy joint ventures, which were acquired as part of the American Residential Properties, Inc. merger in February 2016, was included in gain on sale and impairment of single-family properties and other, net.
Other Income and Expense, net
Other income and expense, net was $1.6 million and $2.2 million for the six months ended June 30, 2021 and 2020, respectively, which primarily related to interest income, fees from unconsolidated joint ventures, equity in earnings from unconsolidated joint ventures, partially offset by expenses related to unconsolidated joint ventures.
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 2020 Annual Report. There have been no changes to these policies during the six months ended June 30, 2021.
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 including 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 2016 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 knowledge 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 June 30, 2021, 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.
As a REIT, we generally 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 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 (determined without regard to the deduction for dividends paid and including any net capital gains). The Operating Partnership funds the payment of distributions. As of December 31, 2020, AH4R had a net operating loss (“NOL”) for U.S. federal income tax purposes of an estimated $60.2 million. We intend to use
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our NOL (to the extent available) to reduce our REIT taxable income to the extent that REIT taxable income is not reduced by our 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, if any.
Liquidity and Capital Resources
Our liquidity and capital resources as of June 30, 2021 included cash and cash equivalents of $40.6 million. Additionally, as of June 30, 2021, we had $620.0 million of outstanding borrowings under our revolving credit facility, which provides for maximum borrowings of up to $1.25 billion, of which $1.2 million was committed to outstanding letters of credit. As described in Note 16. Subsequent Events to our condensed consolidated financial statements in this report, in July 2021, the Company issued $450.0 million of 2.375% unsecured senior notes due 2031 and $300.0 million of 3.375% unsecured senior notes due 2051 raising net proceeds of $731.6 million and as described below, we also have estimated net proceeds of $467.3 million available from future settlement of the May 2021 Forward Sale Agreements. 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 could adversely impact our future 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 six months ended June 30, 2021 and 2020 (in thousands):
| For the Six Months Ended June 30, | |||||||||||||||||
| 2021 | 2020 | Change | |||||||||||||||
| Net cash provided by operating activities | $ | 331,787 | $ | 279,204 | $ | 52,583 | |||||||||||
| Net cash used for investing activities | (585,158) | (322,466) | (262,692) | ||||||||||||||
| Net cash provided by financing activities | 171,830 | 40,388 | 131,442 | ||||||||||||||
| Net decrease in cash, cash equivalents and restricted cash | $ | (81,541) | $ | (2,874) | $ | (78,667) | |||||||||||
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
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operating activities increased $52.6 million, or 18.8%, from $279.2 million for the six months ended June 30, 2020 to $331.8 million for the six months ended June 30, 2021 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 associated with the COVID-19 pandemic.
Investing Activities
Net cash used for investing activities increased $262.7 million, or 81.5%, from $322.5 million for the six months ended June 30, 2020 to $585.2 million for the six months ended June 30, 2021. Our investing activities are most significantly impacted by the strategic expansion of our portfolio through traditional acquisition channels, the development of “built-for-rental” homes through our AMH Development Program and the acquisition of newly built properties through our National Builder Program. Cash outflows for the addition of single-family properties to our portfolio through these channels increased $192.8 million during the six months ended June 30, 2021. 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. Net proceeds received from sales of single-family properties and other decreased $54.4 million during the six months ended June 30, 2021 driven by a decrease in homes sold as our held for sale portfolio has declined. Net cash used for investing activities also includes recurring and other capital expenditures for single-family properties and renovations to single-family properties, which increased $15.4 million during the six months ended June 30, 2021 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. Net cash used for investing activities also increased as a result of a $4.1 million increase in purchases of other productive assets during the six months ended June 30, 2021 and nonrecurring proceeds of $3.7 million from hurricane-related insurance claims during the six months ended June 30, 2020. These increases in net cash used for investing activities were partially offset by a $7.7 million increase in distributions, net of investments, from our unconsolidated joint ventures.
Financing Activities
Net cash provided by financing activities increased $131.4 million from $40.4 million for the six months ended June 30, 2020 to $171.8 million for the six months ended June 30, 2021 primarily driven by $193.8 million in net proceeds from the issuance of Class A common shares and a $490.0 million increase in net borrowings on our revolving credit facility during the six months ended June 30, 2021. These increases in cash inflows were partially offset by the $498.8 million of cash outflows for the redemption of our Series D and E perpetual preferred shares primarily funded by the draws on our revolving credit facility, $38.6 million of increased distributions to share and unit holders and $11.2 million of deferred financing costs paid for the amendment of our revolving credit facility during the six months ended June 30, 2021.
Revolving Credit Facility
In April 2021, the Company closed a $1.25 billion revolving credit facility, amending its existing $800 million revolving credit facility. The amended revolving credit facility provides for expanded borrowing capacity, reflects a more favorable pricing grid based on current market conditions, and includes a sustainability component based upon third-party performance measures through which overall pricing can further improve if the Company meets certain targets. The interest rate on the amended revolving credit facility is at either LIBOR plus a margin ranging from 0.725% to 1.45% or a base rate (determined according to the greater of a prime rate, federal funds rate plus 0.5% or daily LIBOR rate plus 1.0%) plus a margin ranging from 0.00% to 0.45%. In each case the actual margin is determined based on the Company’s credit ratings in effect from time to time. The amended revolving credit facility matures on April 15, 2025, with two six-month extension options at the Company’s election if certain conditions are met.
Class A Common Share / Unit Offering
In May 2021, the Company completed an underwritten public offering for 18,745,000 of its Class A common shares of beneficial interest, $0.01 par value per share, of which 5,500,000 shares were issued directly by the Company, and 13,245,000 shares were offered on a forward basis at the request of the Company by the forward sellers. In connection with this offering, the Company entered into forward sale agreements with the forward purchasers (the “May 2021 Forward Sale Agreements”) for these 13,245,000 shares which are accounted for in equity. The Company expects to physically settle the May 2021 Forward Sale Agreements by the delivery of the Class A common shares and receive proceeds by May 21, 2022, although the Company has the right to elect settlement prior to that time subject to certain conditions. Although the Company expects to physically settle, the May 2021 Forward Sale Agreements allow the Company to cash or net-share settle all or a portion of its obligations. If the Company elects to cash or net share settle the May 2021 Forward Sale Agreements, the Company may not receive any proceeds, and may owe cash or Class A common shares to the forward purchasers in certain circumstances. The May 2021 Forward Sale Agreements are subject to early termination or settlement under certain circumstances.
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The Company received net proceeds of $194.0 million from the 5,500,000 Class A common shares issued directly by the Company after deducting underwriting discounts and before offering costs of approximately $0.2 million. The Operating Partnership issued an equivalent number of corresponding Class A units to AH4R in exchange for the net proceeds from the issuance. The Company used the net proceeds to repay indebtedness under its revolving credit facility, to partially fund the redemption of its Series D and Series E perpetual preferred shares discussed below and for general corporate purposes. The Company did not initially receive proceeds from the sale of the Class A common shares offered on a forward basis but estimates that net proceeds will be approximately $467.3 million after deducting underwriting discounts. The Company expects to use these net proceeds for general corporate purposes including, without limitation, property acquisitions and developments.
Redemptions of Perpetual Preferred Shares
In June 2021, the Company redeemed all 10,750,000 shares of the outstanding 6.500% Series D perpetual preferred shares, $0.01 par value per share, for cash at a liquidation preference of $25.00 per share plus any accrued and unpaid dividends in accordance with the terms of such shares. The Operating Partnership also redeemed its corresponding Series D perpetual preferred units. As a result of the redemption, the Company recorded an $8.5 million allocation of income to the Series D perpetual preferred shareholders within the condensed consolidated statements of operations in the second quarter of 2021, which represents the initial liquidation value of the Series D perpetual preferred shares in excess of its carrying value as of the redemption date.
In June 2021, the Company redeemed all 9,200,000 shares of the outstanding 6.350% Series E perpetual preferred shares, $0.01 par value per share, for cash at a liquidation preference of $25.00 per share plus accrued and unpaid dividends in accordance with the terms of such shares. The Operating Partnership also redeemed its corresponding Series E perpetual preferred units. As a result of the redemption, the Company recorded a $7.4 million allocation of income to the Series E perpetual preferred shareholders within the condensed consolidated statements of operations in the second quarter of 2021, which represents the initial liquidation value of the Series E perpetual preferred shares in excess of its carrying value as of the redemption date.
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 it can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $500.0 million (the “At-the-Market Program”). The At-the-Market Program also provides that we may enter into forward contracts for our Class A common shares with forward sellers and forward purchasers. The Company intends to use any net proceeds from the At-the-Market Program (i) to repay indebtedness the Company has incurred or expects to incur under its revolving credit facility, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with 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 six months ended June 30, 2021 and 2020, no shares were issued under the At-the-Market Program. As of June 30, 2021, 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 for the repurchase of up to $300.0 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the six months ended June 30, 2021 and 2020, we did not repurchase and retire any of our shares. As of June 30, 2021, 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 generally 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 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 (determined without regard to the deduction for dividends paid and including any net capital gains). The Operating Partnership funds the payment of distributions. As of December 31, 2020, AH4R had an NOL for U.S. federal income tax purposes of an estimated $60.2 million. We intend to use our NOL (to the extent available) to reduce our REIT taxable income to the extent that REIT taxable income is not reduced by our deduction for dividends
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paid.
Off-Balance Sheet Arrangements
During the third quarter of 2020, one of our unconsolidated joint ventures 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 June 30, 2021, the joint venture’s loan had a $139.7 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.
We have no other 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.
As further described in Note 16. Subsequent Events to our condensed consolidated financial statements in this report, in July 2021, the Company issued $450.0 million of 2.375% unsecured senior notes due 2031 and $300.0 million of 3.375% unsecured senior notes due 2051.
Except as described in Note 15. Commitments and Contingencies to our condensed consolidated financial statements in this report, as of June 30, 2021, 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 2020 Annual Report.
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, (4) gain or loss on early extinguishment of debt and (5) the allocation of income to our perpetual preferred shares in connection with their redemption.
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
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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.
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 six months ended June 30, 2021 and 2020 (in thousands):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net income attributable to common shareholders | $ | 20,102 | $ | 15,369 | $ | 50,316 | $ | 35,613 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Noncontrolling interests in the Operating Partnership | 3,218 | 2,656 | 8,143 | 6,157 | |||||||||||||||||||
| Gain on sale and impairment of single-family properties and other, net | (10,760) | (9,997) | (26,829) | (16,316) | |||||||||||||||||||
| Adjustments for unconsolidated joint ventures | 449 | 388 | 831 | 626 | |||||||||||||||||||
| Depreciation and amortization | 91,117 | 84,836 | 181,188 | 167,657 | |||||||||||||||||||
| Less: depreciation and amortization of non-real estate assets | (2,605) | (2,192) | (5,393) | (4,256) | |||||||||||||||||||
| FFO attributable to common share and unit holders | $ | 101,521 | $ | 91,060 | $ | 208,256 | $ | 189,481 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Acquisition, other transaction costs and other | 2,968 | 1,660 | 7,814 | 4,512 | |||||||||||||||||||
| Noncash share-based compensation - general and administrative | 1,823 | 1,649 | 6,165 | 3,018 | |||||||||||||||||||
| Noncash share-based compensation - property management | 599 | 441 | 1,598 | 880 | |||||||||||||||||||
| Redemption of perpetual preferred shares | 15,879 | — | 15,879 | — | |||||||||||||||||||
| Core FFO attributable to common share and unit holders | $ | 122,790 | $ | 94,810 | $ | 239,712 | $ | 197,891 | |||||||||||||||
| Recurring Capital Expenditures | (13,217) | (12,184) | (22,868) | (20,895) | |||||||||||||||||||
| Leasing costs | (905) | (992) | (1,880) | (1,902) | |||||||||||||||||||
| Adjusted FFO attributable to common share and unit holders | $ | 108,668 | $ | 81,634 | $ | 214,964 | $ | 175,094 | |||||||||||||||
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 gains and losses from sales or impairments of single-family properties 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 is a supplemental non-GAAP financial measure calculated by adjusting Adjusted EBITDAre for (1) Recurring Capital Expenditures and (2) leasing costs. 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 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 six months ended June 30, 2021 and 2020 (in thousands):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net income | $ | 51,814 | $ | 31,807 | $ | 100,735 | $ | 69,334 | |||||||||||||||
| Interest expense | 27,528 | 29,558 | 55,533 | 59,273 | |||||||||||||||||||
| Depreciation and amortization | 91,117 | 84,836 | 181,188 | 167,657 | |||||||||||||||||||
| EBITDA | $ | 170,459 | $ | 146,201 | $ | 337,456 | $ | 296,264 | |||||||||||||||
| Gain on sale and impairment of single-family properties and other, net | (10,760) | (9,997) | (26,829) | (16,316) | |||||||||||||||||||
| Adjustments for unconsolidated joint ventures | 449 | 388 | 831 | 626 | |||||||||||||||||||
| EBITDAre | $ | 160,148 | $ | 136,592 | $ | 311,458 | $ | 280,574 | |||||||||||||||
| Noncash share-based compensation - general and administrative | 1,823 | 1,649 | 6,165 | 3,018 | |||||||||||||||||||
| Noncash share-based compensation - property management | 599 | 441 | 1,598 | 880 | |||||||||||||||||||
| Acquisition, other transaction costs and other | 2,968 | 1,660 | 7,814 | 4,512 | |||||||||||||||||||
| Adjusted EBITDAre | $ | 165,538 | $ | 140,342 | $ | 327,035 | $ | 288,984 | |||||||||||||||
| Recurring Capital Expenditures | (13,217) | (12,184) | (22,868) | (20,895) | |||||||||||||||||||
| Leasing costs | (905) | (992) | (1,880) | (1,902) | |||||||||||||||||||
| Fully Adjusted EBITDAre | $ | 151,416 | $ | 127,166 | $ | 302,287 | $ | 266,187 | |||||||||||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
During the six months ended June 30, 2021, the Company borrowed an additional $790.0 million and paid down $170.0 million on its revolving credit facility, resulting in $620.0 million of outstanding variable rate debt as of June 30, 2021. We may incur additional variable rate debt in the future, including additional amounts that we may borrow under our revolving credit facility.
As of June 30, 2021, assuming no change in the outstanding balance of our existing variable rate debt, which bears interest at the London Inter-Bank Offered Rate (“LIBOR”) plus 1.10% and is subject to a zero percent LIBOR floor, a hypothetical 100 basis point increase or decrease in LIBOR would increase or decrease our projected annual interest expense by approximately $6.2 million or $0.6 million, respectively. This analysis does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, we would consider taking actions to further mitigate our exposure to the change. However, because of the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.
Treasury lock agreements are used from time to time to manage the potential change in interest rates in anticipation of the possible issuance of fixed rate debt. We do not hold or issue these derivative contracts for trading or speculative purposes.
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 2020 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 June 30, 2021, 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 June 30, 2021, 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 2020 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 factors supplement the existing risk factors set forth in our 2020 Annual Report.
Settlement provisions contained in the May 2021 Forward Sale Agreements could result in substantial dilution to our earnings per share or result in substantial cash payment obligations.
The forward purchasers under the May 2021 Forward Sale Agreements will have the right to accelerate its forward sale agreement (with respect to all or any portion of the transaction under such forward sale agreement that such forward purchaser determines is affected by an event described below) and require us to settle on a date specified by such forward purchaser if:
•the forward purchaser is unable, after using commercially reasonable efforts, to, or would incur a materially increased cost to, acquire, establish, maintain or unwind its hedge position with respect to the relevant forward sale agreement, and we do not elect to pay an adjustment amount or amend the relevant forward sale agreement accordingly;
•the forward purchaser is unable, after using commercially reasonable efforts, to borrow (or maintain borrowing of) a number of our Class A common shares equal to the number of our Class A common shares underlying the relevant forward sale agreement or that, with respect to borrowing such number of our Class A common shares, it would incur a rate of borrowing that is greater than the borrow cost specified in the relevant forward sale agreement, subject to certain exceptions in the case of such a rate of borrowing that is greater than a borrow cost specified in such forward sale agreement, and we do not elect to pay an adjustment amount or amend the relevant forward sale agreement accordingly;
•certain ownership thresholds applicable to the forward purchaser and its affiliates are exceeded;
•we declare a dividend or distribution on our Class A common shares with a cash value in excess of a specified amount, or with an ex-dividend date that occurs earlier than a specified date, or we declare certain non-cash dividends;
•there occurs an announcement of an event or transaction that, if consummated, would result in a merger event, tender offer, nationalization, delisting or change in law (in each case, as determined pursuant to the terms of the applicable forward sale agreement); or
•certain other events of default, termination events or other specified events occur, including, among other things, any material misrepresentation made by us in connection with entering into the relevant forward sale agreement or a market disruption event during a specified period that lasts for more than eight scheduled trading days (in each case, as determined pursuant to the terms of the applicable forward sale agreement).
Each forward purchaser’s decision to exercise its right to accelerate the applicable forward sale agreement and require us to settle the relevant forward sale agreement will be made irrespective of our interests, including our need for capital. In such cases, we could be required to issue and deliver our Class A common shares under the physical settlement provisions or, if we so elect and the relevant forward purchaser so permits our election in its good faith and in its reasonable discretion, net share settlement provisions of the relevant forward sale agreement (and in the event that such net share settlement requires issuance and delivery of our Class A common shares) irrespective of our capital needs, which would result in dilution to our earnings per share.
We expect that the applicable forward sale agreement will be physically settled by delivery of our Class A common shares, unless we elect to cash settle or net share settle the forward sale agreement, subject to the satisfaction of certain conditions. Upon physical settlement or, if we so elect, net share settlement of any May 2021 Forward Sale Agreement, delivery of our Class A common shares in connection with such physical settlement or, to the extent we are obligated to deliver our Class A common shares, net share settlement will result in dilution to our earnings per share. If we elect cash settlement or net share settlement with respect to all or a
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portion of our Class A common shares underlying the applicable forward sale agreement, we expect the applicable forward purchaser (or an affiliate thereof) to purchase a number of our Class A common shares in secondary market transactions over an unwind period to (i) return our Class A common shares to securities lenders in order to unwind the applicable forward purchaser’s hedge (after taking into consideration any Class A common shares to be delivered by us to the applicable forward purchaser, in the case of net share settlement); and (ii) if applicable, in the case of net share settlement, deliver our Class A common shares to us to the extent required in settlement of such forward sale agreement.
In addition, the purchase of our Class A common shares in connection with a forward purchaser or its affiliate unwinding its hedge positions could cause the price of our Class A common shares to increase over such time (or reduce the amount of decrease over such time), thereby increasing the amount of cash we would owe to such forward purchaser (or decreasing the amount of cash such forward purchaser would owe us) upon a cash settlement of the applicable forward sale agreement or the number of our Class A common shares we would deliver to such forward purchaser (or decreasing the number of our Class A common shares such forward purchaser would deliver to us) upon net share settlement of such forward sale agreement.
The forward sale price we expect to receive upon physical settlement of any May 2021 Forward Sale Agreement will be subject to adjustment on a daily basis based on a floating interest rate factor equal to the overnight bank funding rate less a spread to be mutually agreed by us and the applicable forward purchaser, and will be decreased on certain dates based on amounts related to expected dividends on our Class A common shares during the term of such forward sale agreement. If the overnight bank funding rate is less than the spread under such forward sale agreement on any day, the interest rate factor will result in a daily reduction of the applicable forward sale price. As of May 20, 2021, the overnight bank funding rate was less than the spread, reducing the proceeds that we would receive upon settlement of the May 2021 Forward Sale Agreements. If the prevailing market price of our Class A common shares during the relevant valuation period under any forward sale agreement is above the relevant forward sale price, in the case of cash settlement, we would pay the relevant forward purchaser an amount in cash equal to the difference or, in the case of net share settlement, we would deliver to the relevant forward purchaser a number of our Class A common shares having a value equal to the difference, and, in each case, such difference would include a commission to such forward purchaser. Thus, we could be responsible for a potentially substantial cash or stock payment.
In case of our bankruptcy or insolvency, the May 2021 Forward Sale Agreements will automatically terminate, and we would not receive the expected proceeds from the forward sale of our Class A common shares.
If we file for or a regulatory authority with jurisdiction over us institutes, or we consent to a proceeding seeking a judgment in bankruptcy or insolvency or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or we or a regulatory authority with jurisdiction over us presents a petition for our winding-up or liquidation, and we consent to such a petition, any forward sale agreement that is then in effect will automatically terminate. If the May 2021 Forward Sale Agreements so terminate, we would not be obligated to deliver to the relevant Forward Purchaser any Class A common shares not previously delivered, and such Forward Purchaser would be discharged from its obligation to pay the relevant forward sale price per share in respect of any Class A common shares not previously settled under the applicable forward sale agreement. Therefore, to the extent that there are any Class A common shares with respect to which a forward sale agreement has not been settled at the time of the commencement of any such bankruptcy or insolvency proceedings, we would not receive the relevant forward sale price per share in respect of those Class A common shares.
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.
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Item 5. Other Information
As previously reported in the Company’s Form 8-K filed with the SEC on May 7, 2021, at the 2021 Annual Meeting of Shareholders the shareholders approved, on a non-binding, advisory basis, and in accordance with the recommendations of the Company’s board of trustees, one year as the frequency with which the Company will hold a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers. Consistent with the voting results, the Company confirmed it will continue to conduct shareholder advisory votes regarding compensation paid to its named executive officers on an annual basis.
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 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 4.8 | ||||||||
| 4.9 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
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| Exhibit Number | Exhibit Document | |||||||
| 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 | |||||||
| 104 | Cover 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: August 6, 2021 | ||
| 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: August 6, 2021 | ||
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