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AMH American Homes 4 Rent

Filed: 5 Nov 21, 2:41pm

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

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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 RentMaryland46-1229660
American Homes 4 Rent, L.P.Delaware80-0860173
(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 classTrading symbolsName of each exchange on which registered
Class A common shares of beneficial interest, $.01 par valueAMHNew York Stock Exchange
Series F perpetual preferred shares of beneficial interest, $.01 par valueAMH-FNew York Stock Exchange
Series G perpetual preferred shares of beneficial interest, $.01 par valueAMH-GNew York Stock Exchange
Series H perpetual preferred shares of beneficial interest, $.01 par valueAMH-HNew York Stock Exchange

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
    American Homes 4 Rent   Yes   ☐  No                American Homes 4 Rent, L.P.   Yes   ☐  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
    American Homes 4 Rent   Yes   ☐  No                American Homes 4 Rent, L.P.   Yes   ☐  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
American Homes 4 Rent
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
American Homes 4 Rent, L.P.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
    American Homes 4 Rent  ☐                         American Homes 4 Rent, L.P. ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
    American Homes 4 Rent   Yes     No                American Homes 4 Rent, L.P.   Yes     No
There were 333,760,558 shares of American Homes 4 Rent’s Class A common shares, $0.01 par value per share, and 635,075 shares of American Homes 4 Rent’s Class B common shares, $0.01 par value per share, outstanding on November 3, 2021.





EXPLANATORY NOTE

    This report combines the quarterly reports on Form 10-Q for the period ended September 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 September 30, 2021 owned approximately 86.7% of the common partnership interest in, the Operating Partnership. The remaining 13.3% 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 (including boosters), the effectiveness of vaccines, employee retention issues resulting from vaccine mandates, 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)
September 30, 2021December 31, 2020
(Unaudited) 
Assets  
Single-family properties:  
Land$2,001,598 $1,836,798 
Buildings and improvements8,947,009 8,163,023 
Single-family properties in operation10,948,607 9,999,821 
Less: accumulated depreciation(1,993,507)(1,754,433)
Single-family properties in operation, net8,955,100 8,245,388 
Single-family properties under development and development land733,260 510,365 
Single-family properties held for sale, net106,232 129,026 
Total real estate assets, net9,794,592 8,884,779 
Cash and cash equivalents63,997 137,060 
Restricted cash137,997 128,017 
Rent and other receivables53,414 41,544 
Escrow deposits, prepaid expenses and other assets198,836 163,171 
Investments in unconsolidated joint ventures110,586 93,109 
Asset-backed securitization certificates25,666 25,666 
Goodwill120,279 120,279 
Total assets$10,505,367 $9,593,625 
Liabilities  
Revolving credit facility$— $— 
Asset-backed securitizations, net1,913,322 1,927,607 
Unsecured senior notes, net1,621,342 889,805 
Accounts payable and accrued expenses388,048 298,949 
Amounts payable to affiliates— 4,834 
Total liabilities3,922,712 3,121,195 
Commitments and contingencies (see Note 15)

00
Equity  
Shareholders’ equity:  
Class A common shares ($0.01 par value per share, 450,000,000 shares authorized, 333,760,558 and 316,021,385 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively)3,338 3,160 
Class B common shares ($0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at September 30, 2021 and December 31, 2020)
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 September 30, 2021 and December 31, 2020, respectively)154 354 
Additional paid-in capital6,353,611 6,223,256 
Accumulated deficit(452,949)(443,522)
Accumulated other comprehensive income1,933 5,840 
Total shareholders’ equity5,906,093 5,789,094 
Noncontrolling interest676,562 683,336 
Total equity6,582,655 6,472,430 
Total liabilities and equity$10,505,367 $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
September 30,
For the Nine Months Ended
September 30,
 2021202020212020
Rents and other single-family property revenues$339,563 $307,932 $965,790 $875,963 
Expenses:    
Property operating expenses134,694 126,174 369,966 344,107 
Property management expenses24,562 21,976 70,677 67,512 
General and administrative expense12,647 12,570 40,645 35,329 
Interest expense31,097 29,267 86,630 88,540 
Acquisition and other transaction costs3,279 1,616 11,093 5,719 
Depreciation and amortization94,494 86,996 275,682 254,653 
Total expenses300,773 278,599 854,693 795,860 
Gain on sale and impairment of single-family properties and other, net9,572 12,206 36,401 28,522 
Other income and expense, net139 (1,386)1,738 862 
Net income48,501 40,153 149,236 109,487 
Noncontrolling interest5,869 3,819 14,012 9,976 
Dividends on preferred shares5,763 13,782 32,160 41,346 
Redemption of perpetual preferred shares— — 15,879 — 
Net income attributable to common shareholders$36,869 $22,552 $87,185 $58,165 
Weighted-average common shares outstanding:
Basic324,002,538 308,080,226 320,267,903 303,319,053 
Diluted326,206,423 308,541,502 321,879,235 303,775,556 
Net income attributable to common shareholders per share:
Basic$0.11 $0.07 $0.27 $0.19 
Diluted$0.11 $0.07 $0.27 $0.19 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

2

American Homes 4 Rent
Condensed Consolidated Statements of Comprehensive Income
(Amounts in thousands)
(Unaudited)
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
 2021202020212020
Net income$48,501 $40,153 $149,236 $109,487 
Other comprehensive loss:
Cash flow hedging instruments:
Loss on settlement of cash flow hedging instrument— — (3,999)— 
Reclassification adjustment for amortization of interest expense included in net income(149)(241)(630)(722)
Other comprehensive loss(149)(241)(4,629)(722)
Comprehensive income48,352 39,912 144,607 108,765 
Comprehensive income attributable to noncontrolling interests5,778 3,784 13,297 9,871 
Dividends on preferred shares5,763 13,782 32,160 41,346 
Redemption of perpetual preferred shares— — 15,879 — 
Comprehensive income attributable to common shareholders$36,811 $22,346 $83,271 $57,548 
 
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 sharesClass B common sharesPreferred shares      
Number
of shares
AmountNumber
of shares
AmountNumber
of shares
AmountAdditional
paid-in
capital
Accumulated
deficit
Accumulated other comprehensive incomeShareholders’
equity
Noncontrolling
interest
Total
equity
Balances at December 31, 2019300,107,599 $3,001 635,075 $35,350,000 $354 $5,790,775 $(465,368)$6,658 $5,335,426 $683,364 $6,018,790 
Share-based compensation— — — — — — 1,808 — — 1,808 — 1,808 
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes208,010 — — — — (165)— — (163)— (163)
Distributions to equity holders:
Preferred shares (Note 10)— — — — — — — (13,782)— (13,782)— (13,782)
Noncontrolling interests— — — — — — — — — — (2,602)(2,602)
Common shares ($0.05 per share)— — — — — — — (15,088)— (15,088)— (15,088)
Cumulative effect of adoption of ASU 2016-13— — — — — — — (1,494)— (1,494)— (1,494)
Net income— — — — — — — 34,026 — 34,026 3,501 37,527 
Total other comprehensive loss— — — — — — — — (206)(206)(35)(241)
Balances at March 31, 2020300,315,609 $3,003 635,075 $35,350,000 $354 $5,792,418 $(461,706)$6,452 $5,340,527 $684,228 $6,024,755 
Share-based compensation— — — — — — 2,090 — — 2,090 — 2,090 
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes197,334 — — — — 2,876 — — 2,878 — 2,878 
Distributions to equity holders:
Preferred shares (Note 10)— — — — — — — (13,782)— (13,782)— (13,782)
Noncontrolling interests— — — — — — — — — — (2,601)(2,601)
Common shares ($0.05 per share)— — — — — — — (15,098)— (15,098)— (15,098)
Net income— — — — — — — 29,151 — 29,151 2,656 31,807 
Total other comprehensive loss— — — — — — — — (205)(205)(35)(240)
Balances at June 30, 2020300,512,943 $3,005 635,075 $35,350,000 $354 $5,797,384 $(461,435)$6,247 $5,345,561 $684,248 $6,029,809 


4

American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share and per share data)
(Unaudited)
Class A common sharesClass B common sharesPreferred shares
Number
of shares
AmountNumber
of shares
AmountNumber
of shares
AmountAdditional
paid-in
capital
Accumulated
deficit
Accumulated other comprehensive incomeShareholders’
equity
Noncontrolling
interest
Total
equity
Balances at June 30, 2020300,512,943 $3,005 635,075 $35,350,000 $354 $5,797,384 $(461,435)$6,247 $5,345,561 $684,248 $6,029,809 
Share-based compensation— — — — — — 2,170 — — 2,170 — 2,170 
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes78,994 — — — — 1,245 — — 1,246 — 1,246 
Issuance of Class A common shares, net of offering costs of $60015,036,130 150 — — — — 413,350 — — 413,500 — 413,500 
Distributions to equity holders:
Preferred shares (Note 10)— — — — — — — (13,782)— (13,782)— (13,782)
Noncontrolling interests— — — — — — — — — — (2,602)(2,602)
Common shares ($0.05 per share)— — — — — — — (15,814)— (15,814)— (15,814)
Net income— — — — — — — 36,334 — 36,334 3,819 40,153 
Total other comprehensive loss— — — — — — — — (206)(206)(35)(241)
Balances at September 30, 2020315,628,067 $3,156 635,075 $35,350,000 $354 $6,214,149 $(454,697)$6,041 $5,769,009 $685,430 $6,454,439 


5

American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share and per share data)
(Unaudited)
 Class A common sharesClass B common sharesPreferred shares      
Number
of shares
AmountNumber
of shares
AmountNumber
of shares
AmountAdditional
paid-in
capital
Accumulated
deficit
Accumulated other comprehensive incomeShareholders’
equity
Noncontrolling
interest
Total
equity
Balances at December 31, 2020316,021,385 $3,160 635,075 $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 taxes246,425 — — — — (1,523)— — (1,521)— (1,521)
Redemptions of Class A units350,000 — — — — 4,613 — 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, 2021316,617,810 $3,166 635,075 $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 taxes90,373 — — — — 894 — — 895 — 895 
Issuance of Class A common shares, net of offering costs of $2005,500,000 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, 2021322,208,183 $3,222 635,075 $15,400,000 $154 $5,949,615 $(457,404)$1,991 $5,497,584 $675,921 $6,173,505 



6

American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share and per share data)
(Unaudited)
Class A common sharesClass B common sharesPreferred shares
Number
of shares
AmountNumber
of shares
AmountNumber
of shares
AmountAdditional
paid-in
capital
Accumulated
deficit
Accumulated other comprehensive incomeShareholders’
equity
Noncontrolling
interest
Total
equity
Balances at June 30, 2021322,208,183 $3,222 635,075 $15,400,000 $154 $5,949,615 $(457,404)$1,991 $5,497,584 $675,921 $6,173,505 
Share-based compensation— — — — — — 3,058 — — 3,058 — 3,058 
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes152,375 — — — — 2,052 — — 2,054 — 2,054 
Issuance of Class A common shares11,400,000 114 — — — — 398,886 — — 399,000 — 399,000 
Distributions to equity holders:
Preferred shares (Note 10)— — — — — — — (5,763)— (5,763)— (5,763)
Noncontrolling interests— — — — — — — — — — (5,137)(5,137)
Common shares ($0.10 per share)— — — — — — — (32,414)— (32,414)— (32,414)
Net income— — — — — — — 42,632 — 42,632 5,869 48,501 
Total other comprehensive loss— — — — — — — — (58)(58)(91)(149)
Balances at September 30, 2021333,760,558 $3,338 635,075 $15,400,000 $154 $6,353,611 $(452,949)$1,933 $5,906,093 $676,562 $6,582,655 
The accompanying notes are an integral part of these condensed consolidated financial statements.

7

American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
 20212020
Operating activities  
Net income$149,236 $109,487 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization275,682 254,653 
Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument6,290 5,564 
Noncash share-based compensation14,319 6,068 
Equity in net (income) losses of unconsolidated joint ventures(875)963 
Gain on sale and impairment of single-family properties and other, net(36,401)(28,522)
Other changes in operating assets and liabilities:
Rent and other receivables(13,863)(20,997)
Prepaid expenses and other assets11,247 7,879 
Deferred leasing costs(2,672)(3,059)
Accounts payable and accrued expenses95,471 96,401 
Amounts due from related parties(241)(1,026)
Net cash provided by operating activities498,193 427,411 
Investing activities  
Cash paid for single-family properties(633,794)(170,633)
Change in escrow deposits for purchase of single-family properties(26,818)2,604 
Net proceeds received from sales of single-family properties and other101,411 185,033 
Proceeds received from hurricane-related insurance claims1,993 3,705 
Investment in unconsolidated joint ventures(20,742)(15,667)
Distributions from joint ventures46,927 81,153 
Renovations to single-family properties(28,234)(11,022)
Recurring and other capital expenditures for single-family properties(90,413)(79,077)
Cash paid for development activity(524,884)(420,496)
Other purchases of productive assets(16,907)(12,692)
Net cash used for investing activities(1,191,461)(437,092)
Financing activities  
Proceeds from issuance of Class A common shares593,040 414,100 
Payments of Class A common share issuance costs(200)(600)
Redemption of perpetual preferred shares(498,750)— 
Proceeds from exercise of stock options4,094 5,599 
Payments related to tax withholding for share-based compensation(2,666)(1,638)
Payments on asset-backed securitizations(18,061)(17,110)
Proceeds from revolving credit facility1,060,000 130,000 
Payments on revolving credit facility(1,060,000)(130,000)
Proceeds from unsecured senior notes, net of discount737,195 — 
Settlement of cash flow hedging instrument(3,999)— 
Distributions to noncontrolling interests(18,033)(10,381)
Distributions to common shareholders(112,278)(61,035)
Distributions to preferred shareholders(32,160)(41,346)
Deferred financing costs paid(17,997)— 
Net cash provided by financing activities630,185 287,589 
Net (decrease) increase in cash, cash equivalents and restricted cash(63,083)277,908 
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)$201,994 $442,027 

8

American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
20212020
Supplemental cash flow information  
Cash payments for interest, net of amounts capitalized$(85,472)$(93,261)
Supplemental schedule of noncash investing and financing activities  
Accrued property renovations and development expenditures$37,877 $14,861 
Transfers of completed homebuilding deliveries to properties252,218 263,329 
Property and land contributions to unconsolidated joint ventures(43,814)(79,370)
Noncash right-of-use assets obtained in exchange for operating lease liabilities989 3,254 
Accrued distributions to non-affiliates166 32 

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

9

American Homes 4 Rent, L.P.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except unit data)
September 30, 2021December 31, 2020
(Unaudited) 
Assets
Single-family properties:
Land$2,001,598 $1,836,798 
Buildings and improvements8,947,009 8,163,023 
Single-family properties in operation10,948,607 9,999,821 
Less: accumulated depreciation(1,993,507)(1,754,433)
Single-family properties in operation, net8,955,100 8,245,388 
Single-family properties under development and development land733,260 510,365 
Single-family properties held for sale, net106,232 129,026 
Total real estate assets, net9,794,592 8,884,779 
Cash and cash equivalents63,997 137,060 
Restricted cash137,997 128,017 
Rent and other receivables53,414 41,544 
Escrow deposits, prepaid expenses and other assets198,836 163,171 
Investments in unconsolidated joint ventures110,586 93,109 
Amounts due from affiliates25,666 25,666 
Goodwill120,279 120,279 
Total assets$10,505,367 $9,593,625 
Liabilities
Revolving credit facility$— $— 
Asset-backed securitizations, net1,913,322 1,927,607 
Unsecured senior notes, net1,621,342 889,805 
Accounts payable and accrued expenses388,048 298,949 
Amounts payable to affiliates— 4,834 
Total liabilities3,922,712 3,121,195 
Commitments and contingencies (see Note 15)00
Capital
Partners’ capital:
General partner:
Common units (334,395,633 and 316,656,460 units issued and outstanding at September 30, 2021 and December 31, 2020, respectively)5,532,596 4,928,819 
Preferred units (15,400,000 and 35,350,000 units issued and outstanding at September 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 September 30, 2021 and December 31, 2020, respectively)676,264 682,316 
Accumulated other comprehensive income2,231 6,860 
Total capital6,582,655 6,472,430 
Total liabilities and capital$10,505,367 $9,593,625 

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

10

American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Operations
(Amounts in thousands, except unit and per unit data)
(Unaudited)
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2021202020212020
Rents and other single-family property revenues$339,563 $307,932 $965,790 $875,963 
Expenses:
Property operating expenses134,694 126,174 369,966 344,107 
Property management expenses24,562 21,976 70,677 67,512 
General and administrative expense12,647 12,570 40,645 35,329 
Interest expense31,097 29,267 86,630 88,540 
Acquisition and other transaction costs3,279 1,616 11,093 5,719 
Depreciation and amortization94,494 86,996 275,682 254,653 
Total expenses300,773 278,599 854,693 795,860 
Gain on sale and impairment of single-family properties and other, net9,572 12,206 36,401 28,522 
Other income and expense, net139(1,386)1,738 862 
Net income48,501 40,153 149,236 109,487 
Preferred distributions5,763 13,782 32,160 41,346 
Redemption of perpetual preferred units— — 15,879 — 
Net income attributable to common unitholders$42,738 $26,371 $101,197 $68,141 
Weighted-average common units outstanding:
Basic375,379,518 360,107,206 371,739,755 355,346,033 
Diluted377,583,403 360,568,482 373,351,087 355,802,536 
Net income attributable to common unitholders per unit:
Basic$0.11 $0.07 $0.27 $0.19 
Diluted$0.11 $0.07 $0.27 $0.19 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

11

American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Comprehensive Income
(Amounts in thousands)
(Unaudited)
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2021202020212020
Net income$48,501 $40,153 $149,236 $109,487 
Other comprehensive loss:
Cash flow hedging instruments:
Loss on settlement of cash flow hedging instrument— — (3,999)— 
Reclassification adjustment for amortization of interest expense included in net income(149)(241)(630)(722)
Other comprehensive loss(149)(241)(4,629)(722)
Comprehensive income48,352 39,912 144,607 108,765 
Preferred distributions5,763 13,782 32,160 41,346 
Redemption of perpetual preferred units— — 15,879 — 
Comprehensive income attributable to common unitholders$42,589 $26,130 $96,568 $67,419 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

12

American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Capital
(Amounts in thousands, except unit and per unit data)
(Unaudited)
General PartnerLimited PartnersAccumulated other comprehensive incomeTotal capital
Common capitalPreferred capital amountCommon capital
Number of unitsAmountNumber of unitsAmount
Balances at December 31, 2019300,742,674 $4,474,333 $854,435 52,026,980 $682,199 $7,823 $6,018,790 
Share-based compensation— 1,808 — — — — 1,808 
Common units issued under share-based compensation plans, net of units withheld for employee taxes208,010 (163)— — — — (163)
Distributions to capital holders:
Preferred units (Note 10)— — (13,782)— — — (13,782)
Common units ($0.05 per unit)— (15,088)— — (2,602)— (17,690)
Cumulative effect of adoption of ASU 2016-13— (1,494)— — — — (1,494)
Net income— 20,244 13,782 — 3,501 — 37,527 
Total other comprehensive loss— — — — — (241)(241)
Balances at March 31, 2020300,950,684 $4,479,640 $854,435 52,026,980 $683,098 $7,582 $6,024,755 
Share-based compensation— 2,090 — — — — 2,090 
Common units issued under share-based compensation plans, net of units withheld for employee taxes197,334 2,878 — — — — 2,878 
Distributions to capital holders:
Preferred units (Note 10)— — (13,782)— — — (13,782)
Common units ($0.05 per unit)— (15,098)— — (2,601)— (17,699)
Net income— 15,369 13,782 — 2,656 — 31,807 
Total other comprehensive loss— — — — — (240)(240)
Balances at June 30, 2020301,148,018 $4,484,879 $854,435 52,026,980 $683,153 $7,342 $6,029,809 
Share-based compensation— 2,170 — — — — 2,170 
Common units issued under share-based compensation plans, net of units withheld for employee taxes78,994 1,246 — — — — 1,246 
Issuance of Class A common units, net of offering costs $60015,036,130 413,500 — — — — 413,500 
Distributions to capital holders:
Preferred units (Note 10)— — (13,782)— — — (13,782)
Common units ($0.05 per unit)— (15,814)— — (2,602)— (18,416)
Net income— 22,552 13,782 — 3,819 — 40,153 
Total other comprehensive loss— — — — — (241)(241)
Balances at September 30, 2020316,263,142 $4,908,533 $854,435 52,026,980 $684,370 $7,101 $6,454,439 


13

American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Capital (continued)
(Amounts in thousands, except unit and per unit data)
(Unaudited)
General PartnerLimited PartnersAccumulated other comprehensive incomeTotal capital
Common capitalPreferred capital amountCommon capital
Number of unitsAmountNumber of unitsAmount
Balances at December 31, 2020316,656,460 $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 taxes246,425 (1,521)— — — — (1,521)
Redemptions of Class A units350,000 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, 2021317,252,885 $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 taxes90,373 895 — — — — 895 
Issuance of Class A common units, net of offering costs of $2005,500,000 193,840 — — — — 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, 2021322,843,258 $5,124,029 $371,564 51,376,980 $675,532 $2,380 $6,173,505 
Share-based compensation— 3,058 — — — — 3,058 
Common units issued under share-based compensation plans, net of units withheld for employee taxes152,375 2,054 — — — — 2,054 
Issuance of Class A common units11,400,000 399,000 — — — — 399,000 
Distributions to capital holders:
Preferred units (Note 10)— — (5,763)— — — (5,763)
Common units ($0.10 per unit)— (32,414)— — (5,137)— (37,551)
Net income— 36,869 5,763 — 5,869 — 48,501 
Total other comprehensive loss— — — — — (149)(149)
Balances at September 30, 2021334,395,633 $5,532,596 $371,564 51,376,980 $676,264 $2,231 $6,582,655 

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

14

American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
20212020
Operating activities
Net income$149,236 $109,487 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization275,682 254,653 
Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument6,290 5,564 
Noncash share-based compensation14,319 6,068 
Equity in net (income) losses of unconsolidated joint ventures(875)963 
Gain on sale and impairment of single-family properties and other, net(36,401)(28,522)
Other changes in operating assets and liabilities:
Rent and other receivables(13,863)(20,997)
Prepaid expenses and other assets11,247 7,879 
Deferred leasing costs(2,672)(3,059)
Accounts payable and accrued expenses95,471 96,401 
Amounts due from related parties(241)(1,026)
Net cash provided by operating activities498,193 427,411 
Investing activities
Cash paid for single-family properties(633,794)(170,633)
Change in escrow deposits for purchase of single-family properties(26,818)2,604 
Net proceeds received from sales of single-family properties and other101,411 185,033 
Proceeds received from hurricane-related insurance claims1,993 3,705 
Investment in unconsolidated joint ventures(20,742)(15,667)
Distributions from joint ventures46,927 81,153 
Renovations to single-family properties(28,234)(11,022)
Recurring and other capital expenditures for single-family properties(90,413)(79,077)
Cash paid for development activity(524,884)(420,496)
Other purchases of productive assets(16,907)(12,692)
Net cash used for investing activities(1,191,461)(437,092)
Financing activities
Proceeds from issuance of Class A common units593,040 414,100 
Payments of Class A common unit issuance costs(200)(600)
Redemption of perpetual preferred units(498,750)— 
Proceeds from exercise of stock options4,094 5,599 
Payments related to tax withholding for share-based compensation(2,666)(1,638)
Payments on asset-backed securitizations(18,061)(17,110)
Proceeds from revolving credit facility1,060,000 130,000 
Payments on revolving credit facility(1,060,000)(130,000)
Proceeds from unsecured senior notes, net of discount737,195 — 
Settlement of cash flow hedging instrument(3,999)— 
Distributions to common unitholders(130,311)(71,416)
Distributions to preferred unitholders(32,160)(41,346)
Deferred financing costs paid(17,997)— 
Net cash provided by financing activities630,185 287,589 
Net (decrease) increase in cash, cash equivalents and restricted cash(63,083)277,908 
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)$201,994 $442,027 


15

American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
20212020
Supplemental cash flow information
Cash payments for interest, net of amounts capitalized$(85,472)$(93,261)
Supplemental schedule of noncash investing and financing activities
Accrued property renovations and development expenditures$37,877 $14,861 
Transfers of completed homebuilding deliveries to properties252,218 263,329 
Property and land contributions to unconsolidated joint ventures(43,814)(79,370)
Noncash right-of-use assets obtained in exchange for operating lease liabilities989 3,254 
Accrued distributions to non-affiliates166 32 

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

16

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

Note 1. Organization and Operations

    American Homes 4 Rent (“AH4R” or “General Partner”) is a Maryland real estate investment trust (“REIT”) formed on October 19, 2012 for the purpose of acquiring, developing, renovating, leasing and operating single-family homes as rental properties. American Homes 4 Rent, L.P., a Delaware limited partnership formed on October 22, 2012, and its consolidated subsidiaries (collectively, the “Operating Partnership” or the “OP”) is the entity through which the Company conducts substantially all of its business and owns, directly or through subsidiaries, substantially all of its assets. References to the “Company,” “we,” “our” and “us” mean collectively AH4R, the Operating Partnership and those entities/subsidiaries owned or controlled by AH4R and/or the Operating Partnership. As of September 30, 2021, the Company held 56,077 single-family properties in 22 states, including 604 properties classified as held for sale.

    AH4R is the general partner of, and as of September 30, 2021 owned approximately 86.7% of the common partnership interest in, the Operating Partnership. The remaining 13.3% 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 1-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

17

Board. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair statement of the condensed consolidated financial statements for the interim periods have been made. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

    Effective March 31, 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):
September 30,December 31,
2021202020202019
Cash and cash equivalents$63,997 $315,808 $137,060 $37,575 
Restricted cash137,997 126,219 128,017 126,544 
Total cash, cash equivalents and restricted cash$201,994 $442,027 $265,077 $164,119 

Note 4. Real Estate Assets, Net
 
    The net book values of real estate assets consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):
September 30, 2021December 31, 2020
Occupied single-family properties$8,369,911 $7,957,513 
Single-family properties recently acquired or developed360,595 66,857 
Single-family properties in turnover process127,221 149,684 
Single-family properties leased, not yet occupied97,373 71,334 
Single-family properties in operation, net8,955,100 8,245,388 
Development land395,385 270,767 
Single-family properties under development337,875 239,598 
Single-family properties held for sale, net106,232 129,026 
Total real estate assets, net$9,794,592 $8,884,779 

    Depreciation expense related to single-family properties was $90.6 million and $83.7 million for the three months ended September 30, 2021 and 2020, respectively, and $264.3 million and $245.1 million for the nine months ended September 30, 2021 and 2020, respectively.


18

    The following table summarizes the Company’s dispositions of single-family properties and land for the three and nine months ended September 30, 2021 and 2020 (in thousands, except property data):
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2021202020212020
Single-family properties:
Properties sold90 233 367 859 
Net proceeds (1)
$26,683 $56,150 $100,815 $184,962 
Net gain on sale$10,073 $12,422 $36,845 $36,831 
Land:
Net proceeds$277 $— $596 $71 
Net gain (loss) on sale$42 $— $(97)$
(1)Net proceeds are net of deductions for working capital prorations.

Note 5. Rent and Other Receivables

    Included in rents and other single-family property revenues are variable lease payments for tenant charge-backs, which primarily relate to cost recoveries on utilities, and variable lease payments for fees from single-family properties. Variable lease payments for tenant charge-backs were $52.7 million and $49.9 million for the three months ended September 30, 2021 and 2020, respectively, and $136.5 million and $125.4 million for the nine months ended September 30, 2021 and 2020, respectively. Variable lease payments for fees from single-family properties were $6.0 million and $4.3 million for the three months ended September 30, 2021 and 2020, respectively, and $16.7 million and $11.7 million for the nine months ended September 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 September 30, 2021 (in thousands):
September 30, 2021
Remaining 2021$254,285 
2022423,791 
202327,305 
202461 
Total$705,442 

    As of September 30, 2021 and December 31, 2020, rent and other receivables included $4.5 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 September 30, 2021 and December 31, 2020 (in thousands):
 September 30, 2021December 31, 2020
Escrow deposits, prepaid expenses and other$72,716 $51,886 
Commercial real estate, software, vehicles and FF&E, net59,886 52,130 
Notes receivable, net34,677 35,519 
Operating lease ROU assets17,611 18,772 
Deferred costs and other intangibles, net13,946 4,864 
Total$198,836 $163,171 

    Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $2.9 million and $2.3 million for the three months ended September 30, 2021 and 2020, respectively, and $8.3 million and $6.4 million for the nine months ended September 30, 2021 and 2020, respectively.


19

Deferred Costs and Other Intangibles, Net

    Deferred costs and other intangibles, net, consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):
 September 30, 2021December 31, 2020
Deferred leasing costs$3,341 $3,782 
Deferred financing costs22,488 11,244 
 25,829 15,026 
Less: accumulated amortization(11,883)(10,162)
Total$13,946 $4,864 

    Amortization expense related to deferred leasing costs was $1.0 million for both the three months ended September 30, 2021 and 2020 and $3.1 million for both the nine months ended September 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 $0.7 million and $0.5 million for the three months ended September 30, 2021 and 2020, respectively, and $1.8 million and $1.5 million for the nine months ended September 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 September 30, 2021 for future periods (in thousands):
Deferred
Leasing Costs
Deferred
Financing Costs
Total
Remaining 2021$748 $687 $1,435 
2022832 2,722 3,554 
2023— 2,722 2,722 
2024— 2,730 2,730 
2025— 2,722 2,722 
Thereafter— 783 783 
Total$1,580 $12,366 $13,946 

Note 7. Investments in Unconsolidated Joint Ventures

    As of September 30, 2021, the Company held 20% ownership interests in 3 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 September 30, 2021Completed Homes at September 30, 2021Balances at
September 30, 2021
Balances at
December 31, 2020
Alaska JV20 %335 $21,970 $26,020 
Institutional Investor JV20 %966 28,774 34,112 
J.P. Morgan JV20 %428 59,842 32,977 
1,729 $110,586 $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 $2.8 million and $1.7 million for the three months ended September 30, 2021 and 2020, respectively, and $7.4 million and $3.9 million for the nine months ended September 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 3 one-year extension options that include additional fees and interest. As of September 30, 2021, the joint venture’s loan had a $161.3 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 September 30, 2021 and December 31, 2020 (in thousands):
   Outstanding Principal Balance
 
Interest Rate (1)
Maturity DateSeptember 30, 2021December 31, 2020
AH4R 2014-SFR2 securitization4.42%October 9, 2024$475,336 $479,981 
AH4R 2014-SFR3 securitization4.40%December 9, 2024490,585 495,392 
AH4R 2015-SFR1 securitization (2)
4.14%April 9, 2045516,249 520,957 
AH4R 2015-SFR2 securitization (3)
4.36%October 9, 2045448,261 452,162 
Total asset-backed securitizations  1,930,431 1,948,492 
2028 unsecured senior notes (4)
4.08%February 15, 2028500,000 500,000 
2029 unsecured senior notes4.90%February 15, 2029400,000 400,000 
2031 unsecured senior notes (5)
2.46%July 15, 2031450,000 — 
2051 unsecured senior notes3.38%July 15, 2051300,000 — 
Revolving credit facility (6)
1.18%April 15, 2026— — 
Total debt  3,580,431 2,848,492 
Unamortized discounts on unsecured senior notes(15,900)(3,658)
Deferred financing costs, net (7)
(29,867)(27,422)
Total debt per balance sheet$3,534,664 $2,817,412 
(1)Interest rates are rounded and as of September 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 hedged to yield an interest rate of 4.08%.
(5)The stated interest rate on the 2031 unsecured senior notes is 2.38%, which was hedged to yield an interest rate of 2.46%.
(6)The revolving credit facility provides for a borrowing capacity of up to $1.25 billion and the Company had approximately $1.2 million and $1.5 million, respectively, committed to outstanding letters of credit that reduced our borrowing capacity as of September 30, 2021 and December 31, 2020. The revolving credit facility bears interest at LIBOR plus 1.10% as of September 30, 2021.
(7)Deferred financing costs relate to our asset-backed securitizations and unsecured senior notes. Amortization of deferred financing costs was $1.5 million for both the three months ended September 30, 2021 and 2020 and $4.5 million for both the nine months ended September 30, 2021 and 2020, which was included in gross interest, prior to interest capitalization.


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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 offering costs of $1.4 million. The Operating Partnership used the net proceeds from this offering to repay amounts outstanding on its revolving credit facility and 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.

    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.

Revolving Credit Facility

    During the second quarter of 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 2 six-month extension options at the Company’s election if certain conditions are met.

Debt Maturities

    The following table summarizes the contractual maturities of the Company’s principal debt balances on a fully extended basis as of September 30, 2021 (in thousands):
Debt Maturities
Remaining 2021$5,179 
202220,714 
202320,714 
2024952,795 
202510,302 
Thereafter2,570,727 
Total debt$3,580,431 

Interest Expense
 
    The following table summarizes our (i) gross interest cost, which includes fees on our credit facilities and amortization of deferred financing costs and the discounts on unsecured senior notes, and (ii) capitalized interest for the three and nine months ended September 30, 2021 and 2020 (in thousands):
 For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
 2021202020212020
Gross interest cost$40,161 $34,075 $108,459 $103,069 
Capitalized interest(9,064)(4,808)(21,829)(14,529)
Interest expense$31,097 $29,267 $86,630 $88,540 


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Note 9. Accounts Payable and Accrued Expenses
 
    The following table summarizes accounts payable and accrued expenses as of September 30, 2021 and December 31, 2020 (in thousands):
 September 30, 2021December 31, 2020
Accrued property taxes$134,920 $48,689 
Resident security deposits103,202 90,621 
Accrued construction and maintenance liabilities47,876 42,483 
Prepaid rent24,316 24,421 
Operating lease liabilities19,026 19,166 
Accrued interest17,886 23,018 
Accounts payable1,003 432 
Accrued distribution payable205 13,612 
Other accrued liabilities39,614 36,507 
Total$388,048 $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

    During the second quarter of 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 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. In September 2021, the Company issued and physically settled 11,400,000 Class A common shares under the May 2021 Forward Sale Agreements, receiving net proceeds of $399.0 million. The Operating Partnership issued an equivalent number of corresponding Class A units to AH4R in exchange for the net proceeds from the issuance. As of September 30, 2021, 1,845,000 Class A common shares remained available for future settlement under the May 2021 Forward Sale Agreements. The Company expects to physically settle the remaining shares by May 21, 2022 through the delivery of the Class A common shares and expects that net proceeds will be approximately $64.6 million. The Company expects to use these net proceeds for general corporate purposes including, without limitation, property acquisitions and developments. Although the Company expects to physically settle the remaining shares, 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.

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

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repurchases of the Company’s securities, acquisitions of additional properties, capital expenditures and the expansion, redevelopment and/or improvement of properties in the Company’s portfolio. The At-the-Market Program may be suspended or terminated by the Company at any time. During the three and nine months ended September 30, 2020, 86,130 shares were issued under the At-the-Market Program, raising $2.4 million in gross proceeds before commissions and other expenses of approximately $0.4 million. As of September 30, 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 nine months ended September 30, 2021 and 2020, we did not repurchase and retire any of our shares. As of September 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 September 30, 2021 and December 31, 2020, the Company had the following series of perpetual preferred shares outstanding (in thousands, except share data):
September 30, 2021December 31, 2020
SeriesIssuance DateEarliest Redemption DateDividend RateOutstanding SharesCurrent Liquidation ValueOutstanding SharesCurrent Liquidation Value
Series D perpetual preferred shares5/24/20165/24/20216.500 %— $— 10,750,000 $268,750 
Series E perpetual preferred shares6/29/20166/29/20216.350 %— — 9,200,000 230,000 
Series F perpetual preferred shares4/24/20174/24/20225.875 %6,200,000 155,000 6,200,000 155,000 
Series G perpetual preferred shares7/17/20177/17/20225.875 %4,600,000 115,000 4,600,000 115,000 
Series H perpetual preferred shares9/19/20189/19/20236.250 %4,600,000 115,000 4,600,000 115,000 
Total preferred shares15,400,000 $385,000 35,350,000 $883,750 

    During the second quarter of 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.

    During the second quarter of 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.

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For the Three Months Ended
SecuritySeptember 30, 2021June 30,
2021
March 31,
2021
September 30,
2020
June 30,
2020
March 31,
2020
Class A and Class B common shares$0.10 $0.10 $0.10 $0.05 $0.05 $0.05 
6.500% Series D perpetual preferred shares (1)
— 0.30 0.41 0.41 0.41 0.41 
6.350% Series E perpetual preferred shares (2)
— 0.40 0.40 0.40 0.40 0.40 
5.875% Series F perpetual preferred shares0.37 0.37 0.37 0.37 0.37 0.37 
5.875% Series G perpetual preferred shares0.37 0.37 0.37 0.37 0.37 0.37 
6.250% Series H perpetual preferred shares0.39 0.39 0.39 0.39 0.39 0.39 
(1)The 6.500% Series D perpetual preferred shares were redeemed on June 7, 2021 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.
(2)The 6.350% Series E perpetual preferred shares were redeemed on June 30, 2021.

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 13.1% and 13.9%, of the total 385,772,613 and 368,383,440 Class A units in the Operating Partnership as of September 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 385,772,613 and 368,383,440 Class A units in the Operating Partnership as of September 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

    During the second quarter of 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 nine months ended September 30, 2021 and 2020, the Human Capital and Compensation Committee granted RSUs to employees that vest over a one- to three-year service period. RSUs granted to non-management trustees vest over a one-year service period.

    During the nine months ended September 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. 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 0 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.
 

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    The following table summarizes stock option activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2021 and 2020:
For the Nine Months Ended
September 30,
 20212020
Options outstanding at beginning of period1,090,300 1,529,800 
Granted— — 
Exercised(259,000)(333,650)
Forfeited— (2,850)
Options outstanding at end of period831,300 1,193,300 
Options exercisable at end of period793,800 1,049,200 
  
    The following table summarizes RSU activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2021 and 2020:
For the Nine Months Ended
September 30,
 20212020
RSUs outstanding at beginning of period651,537 599,109 
Awarded645,955 470,147 
Vested(208,574)(207,947)
Forfeited(28,239)(42,565)
RSUs outstanding at end of period1,060,679 818,744 

    The following table summarizes PSU activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2021 and 2020:
For the Nine Months Ended
September 30,
 20212020
PSUs outstanding at beginning of period— — 
Awarded92,319 — 
Vested— — 
Forfeited— — 
PSUs outstanding at end of period92,319 — 

2021 Employee Stock Purchase Plan

    During the second quarter of 2021, the Company’s shareholders approved and the Company adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which provides for the issuance of 3,000,000 Class A common shares. The 2021 ESPP terminates in June 2031 or the date on which there are no longer any Class A common shares available for issuance. The 2021 ESPP allows employees to acquire the Company’s Class A common shares through payroll deductions, subject to maximum purchase limitations, during six-month purchase periods. The first purchase period commenced on July 1, 2021. The purchase price for Class A common shares will be 85% of the lower of the closing price of the Company’s Class A common shares on the first day or the last day of the applicable purchase period. When the Company issues Class A common shares under the 2021 ESPP, the Operating Partnership issues an equivalent number of Class A units to AH4R.

Share-Based Compensation Expense

    The Company’s noncash share-based compensation expense relating to corporate administrative employees is included in general and administrative expense and the noncash share-based compensation expense relating to centralized and field property management employees is included in property management expenses. Noncash share-based compensation expense relating to employees involved in the purchases of single-family properties, including newly constructed properties from third-party builders, the development of single-family properties, or the disposal of certain properties or portfolios of properties is included in acquisition and

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other transaction costs. The following table summarizes the activity that relates to the Company’s noncash share-based compensation expense for the three and nine months ended September 30, 2021 and 2020 (in thousands):
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2021202020212020
General and administrative expense$1,557 $1,723 $7,722 $4,741 
Property management expenses680 447 2,278 1,327 
Acquisition and other transaction costs821 — 4,319 — 
Total noncash share-based compensation expense$3,058 $2,170 $14,319 $6,068 

Note 12. Earnings per Share / Unit
 
    American Homes 4 Rent

    The following table reflects the Company’s computation of net income per common share on a basic and diluted basis for the three and nine months ended September 30, 2021 and 2020 (in thousands, except share and per share data):
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
 2021202020212020
Numerator:    
Net income$48,501 $40,153 $149,236 $109,487 
Less:
Noncontrolling interest5,869 3,819 14,012 9,976 
Dividends on preferred shares5,763 13,782 32,160 41,346 
Redemption of perpetual preferred shares— — 15,879 — 
Allocation to participating securities (1)
118 56 300 152 
Numerator for income per common share–basic and diluted$36,751 $22,496 $86,885 $58,013 
Denominator:
Weighted-average common shares outstanding–basic324,002,538 308,080,226 320,267,903 303,319,053 
Effect of dilutive securities:
Share-based compensation plan and forward sale equity contracts (2)
2,203,885 461,276 1,611,332 456,503 
Weighted-average common shares outstanding–diluted (3)
326,206,423 308,541,502 321,879,235 303,775,556 
Net income per common share:
Basic$0.11 $0.07 $0.27 $0.19 
Diluted$0.11 $0.07 $0.27 $0.19 
(1)Unvested RSUs that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per share using the two-class method.
(2)Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options and the dilutive effect of forward sale equity contracts under the treasury stock method (see Note 10).
(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 1-for-one basis. The income allocable to the OP units is allocated on this same basis and reflected as noncontrolling interest in the accompanying condensed consolidated financial statements. As such, the assumed conversion of the OP units would have no net impact on the determination of diluted earnings per share.


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    American Homes 4 Rent, L.P.

    The following table reflects the Operating Partnership’s computation of net income per common unit on a basic and diluted basis for the three and nine months ended September 30, 2021 and 2020 (in thousands, except unit and per unit data):
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
 2021202020212020
Numerator:    
Net income$48,501 $40,153 $149,236 $109,487 
Less:
Preferred distributions5,763 13,782 32,160 41,346 
Redemption of perpetual preferred units— — 15,879 — 
Allocation to participating securities (1)
118 56 300 152 
Numerator for income per common unit–basic and diluted$42,620 $26,315 $100,897 $67,989 
Denominator:
Weighted-average common units outstanding–basic375,379,518 360,107,206 371,739,755 355,346,033 
Effect of dilutive securities:
Share-based compensation plan and forward sale equity contracts (2)
2,203,885 461,276 1,611,332 456,503 
Weighted-average common units outstanding–diluted377,583,403 360,568,482 373,351,087 355,802,536 
Net income per common unit:
Basic$0.11 $0.07 $0.27 $0.19 
Diluted$0.11 $0.07 $0.27 $0.19 
(1)Unvested RSUs that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per unit using the two-class method.
(2)Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options and the dilutive effect of forward sale equity contracts under the treasury stock method (see Note 10).

Note 13. Fair Value
 
    The carrying amount of rents and other receivables, restricted cash, escrow deposits, prepaid expenses and other assets, and accounts payable and accrued expenses generally approximate fair value because of the short maturity of these amounts.

    Our notes receivable are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the notes receivable by modeling the expected contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As the estimated current market rates were not substantially different from the discount rates originally applied, the carrying amount of notes receivable, net approximates fair value.

    Our asset-backed securitizations and revolving credit facility are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the asset-backed securitizations by modeling the contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As our revolving credit facility bears interest at a floating rate based on an index plus a spread (see Note 8. Debt), management believes that the carrying value (excluding deferred financing costs) of the revolving credit facility reasonably approximates fair value. Our unsecured senior notes are financial instruments classified as Level 2 in the fair value hierarchy as their fair values were estimated using observable inputs based on the market value of the last trade at the end of the period.


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    The following table displays the carrying values and fair values of our debt instruments as of September 30, 2021 and December 31, 2020 (in thousands):
September 30, 2021December 31, 2020
Carrying ValueFair ValueCarrying ValueFair Value
AH4R 2014-SFR2 securitization$471,457 $481,550 $475,144 $488,140 
AH4R 2014-SFR3 securitization486,475 498,225 490,319 504,364 
AH4R 2015-SFR1 securitization511,627 523,360 515,326 529,542 
AH4R 2015-SFR2 securitization443,763 457,049 446,818 461,037 
Total asset-backed securitizations1,913,322 1,960,184 1,927,607 1,983,083 
2028 unsecured senior notes, net494,970 566,865 494,378 575,220 
2029 unsecured senior notes, net395,849 468,684 395,427 482,276 
2031 unsecured senior notes, net439,764 447,008 — — 
2051 unsecured senior notes, net290,759 306,492 — — 
Total unsecured senior notes, net1,621,342 1,789,049 889,805 1,057,496 
Revolving credit facility— — — — 
Total debt$3,534,664 $3,749,233 $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 Company settled the treasury lock during the second quarter of 2021 in connection with the pricing of the 2031 Notes (see Note 8. Debt), which resulted in a $4.0 million loss recorded in other comprehensive loss for the nine months ended September 30, 2021 and is being reclassified into earnings as an increase to interest expense over the 10-year term of the 2031 Notes. The treasury lock was classified as Level 2 within the fair value hierarchy as its fair value was estimated using observable inputs, based on the 10-year treasury note rate.

Note 14. Related Party Transactions

    As of September 30, 2021 and December 31, 2020, affiliates owned approximately 13.6% 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 September 30, 2021 and December 31, 2020, respectively) an approximate 25.1% and 26.3% interest as of September 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 September 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 September 30, 2021, the Company had commitments to acquire 564 single-family properties for an aggregate purchase price of $172.7 million, as well as $425.5 million in purchase commitments for land relating to our AMH Development Program, which includes certain land deals expected to close beyond twelve months when development is ready to commence. 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 September 30, 2021 and December 31, 2020, the Company had sales in escrow for approximately 53 and 97, respectively, of our single-family properties for aggregate selling prices of $14.9 million and $24.0 million, respectively.


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    As of September 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 $79.9 million and $36.7 million, respectively.

Captive Insurance Company

    During 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 continuing to cooperate 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 may continue to negatively impact our business and results of operations for our fourth fiscal quarter and likely beyond. The extent to which our operations will be impacted will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the pandemic, including with respect to resurgences, new variants or strains, such as the Delta variant, the impact of government regulations, vaccine adoption rates (including boosters), the effectiveness of vaccines, employee retention issues resulting from vaccine mandates, and the direct and indirect economic effects of the pandemic and containment measures, among others.

Note 16. Subsequent Events

Subsequent Acquisitions

    From October 1, 2021 through October 31, 2021, the Company added 392 properties to its portfolio for a total cost of approximately $138.4 million, which included 110 newly constructed properties delivered through our AMH Development Program and 44 newly constructed homes acquired from third-party developers through our National Builder Program.

Subsequent Dispositions

    From October 1, 2021 through October 31, 2021, the Company disposed of 48 properties for aggregate net proceeds of approximately $12.0 million.

Revolving Credit Facility

    From October 1, 2021 through October 31, 2021, the Company borrowed an additional $130.0 million under its revolving credit facility, resulting in $130.0 million of outstanding borrowings under its revolving credit facility as of October 31, 2021.


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

Overview
 
    We are a Maryland REIT focused on acquiring, developing, renovating, leasing and operating single-family homes as rental properties. The Operating Partnership is the entity through which we conduct substantially all of our business and own, directly or through subsidiaries, substantially all of our assets. We commenced operations in November 2012.
 
    As of September 30, 2021, we owned 56,077 single-family properties in selected sub-markets of metropolitan statistical areas (“MSAs”) in 22 states, including 604 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 53,229 single-family properties in 22 states, including 813 properties held for sale as of September 30, 2020. As of September 30, 2021, 53,133, or 95.8%, 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 51,090, or 97.5%, of our total properties (excluding properties held for sale) as of September 30, 2020. Also, as of September 30, 2021, the Company had an additional 1,729 properties held in unconsolidated joint ventures, compared to 1,293 properties held in unconsolidated joint ventures as of December 31, 2020, and 1,131 properties held in unconsolidated joint ventures as of September 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 third 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 remain strong with the Company reporting bad debt equivalent to 1.7% of its third quarter 2021 rental billings for its Same-Home portfolio, which reflects benefits from strengthening underlying collections as well as government rental assistance programs. The Company has helped its residents access nearly $14 million related to these government assistance programs throughout the course of the pandemic and continues to work with residents on a case-by-case basis.
    
    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 (including boosters), the effectiveness of vaccines, employee retention issues resulting from vaccine mandates, 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 September 30, 2021:
Market
Number of Single-Family Properties (1)
% of Total Single-Family PropertiesGross Book Value (millions)% of Gross Book Value TotalAvg. Gross Book Value per PropertyAvg.
Sq. Ft.
Avg. Property Age (years)Avg. Year
Purchased or Delivered
 Atlanta, GA5,404 9.7 %$1,068.4 9.7 %$197,702 2,165 17.32015
 Dallas-Fort Worth, TX4,313 7.8 %728.4 6.7 %168,879 2,117 17.42014
 Charlotte, NC3,873 7.0 %782.9 7.2 %202,143 2,097 16.92015
 Phoenix, AZ3,291 5.9 %626.7 5.7 %190,418 1,835 17.82015
 Houston, TX2,917 5.3 %491.4 4.5 %168,444 2,099 15.72014
 Nashville, TN3,024 5.5 %682.2 6.2 %225,588 2,106 15.62015
 Indianapolis, IN2,916 5.3 %472.6 4.3 %162,080 1,929 18.82014
 Tampa, FL2,612 4.7 %550.2 5.0 %210,645 1,944 14.82015
 Jacksonville, FL2,640 4.8 %513.4 4.7 %194,475 1,937 14.52015
 Raleigh, NC2,156 3.9 %413.2 3.8 %191,654 1,882 16.02015
 Columbus, OH2,129 3.8 %386.6 3.5 %181,596 1,869 19.52015
 Cincinnati, OH2,099 3.8 %389.0 3.6 %185,324 1,852 18.92014
 Orlando, FL1,817 3.3 %351.0 3.2 %193,181 1,902 18.72015
 Greater Chicago area, IL and IN1,713 3.1 %318.6 2.9 %186,003 1,871 20.12013
 Salt Lake City, UT1,687 3.0 %458.4 4.2 %271,706 2,196 16.92015
 Charleston, SC1,385 2.5 %296.9 2.7 %214,394 1,979 12.02016
 Las Vegas, NV1,418 2.6 %314.4 2.9 %221,721 1,869 15.22015
 Austin, TX (3)
781 1.4 %156.4 1.4 %200,229 1,957 13.02015
 San Antonio, TX (3)
1,254 2.3 %225.8 2.1 %180,099 1,951 13.92015
 Savannah/Hilton Head, SC944 1.7 %177.4 1.6 %187,872 1,875 13.52016
All Other (2)
7,100 12.6 %1,544.7 14.1 %217,564 1,902 16.62015
Total/Average55,473 100.0 %$10,948.6 100.0 %$197,368 1,987 16.72015

(1)Excludes 604 single-family properties held for sale as of September 30, 2021.
(2)Represents 15 markets in 13 states.
(3)263 properties were reclassified from Austin, TX to San Antonio, TX during the three months ended September 30, 2021 as a result of property reassignments between district offices.


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    The following table summarizes certain key leasing metrics as of September 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, GA97.0 %$1,803 12.0 7.0 9.8 %
Dallas-Fort Worth, TX96.8 %1,905 12.2 6.7 8.3 %
Charlotte, NC96.8 %1,761 12.4 7.2 8.9 %
Phoenix, AZ97.7 %1,685 12.0 6.7 13.6 %
Houston, TX96.0 %1,766 12.5 6.7 6.5 %
Nashville, TN97.0 %1,893 12.0 6.9 8.0 %
Indianapolis, IN96.5 %1,584 12.1 7.2 9.4 %
Tampa, FL98.2 %1,879 12.0 6.9 9.5 %
Jacksonville, FL97.6 %1,758 12.0 6.9 10.4 %
Raleigh, NC97.0 %1,677 12.4 6.8 8.6 %
Columbus, OH96.9 %1,820 12.1 6.6 8.5 %
Cincinnati, OH97.0 %1,771 12.0 7.0 9.0 %
Orlando, FL98.1 %1,844 12.0 6.6 7.9 %
Greater Chicago area, IL and IN97.9 %2,029 12.3 6.9 8.0 %
Salt Lake City, UT97.2 %1,986 12.1 6.6 9.7 %
Charleston, SC96.6 %1,903 12.0 7.1 8.4 %
Las Vegas, NV96.9 %1,828 11.9 7.0 11.3 %
Austin, TX96.1 %1,835 12.2 7.3 8.4 %
San Antonio, TX96.1 %1,716 12.0 6.4 8.4 %
Savannah/Hilton Head, SC98.5 %1,711 12.0 6.6 10.1 %
All Other (6)
96.6 %1,853 12.0 6.9 8.7 %
Total/Average97.0 %$1,809 12.1 6.9 9.0 %

(1)Leasing information excludes 604 single-family properties held for sale as of September 30, 2021.
(2)For the three months ended September 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 September 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 September 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. Additionally, recent supply chain disruptions, increases in material costs and labor shortages may have an impact on certain aspects of our business, including our AMH Development Program, renovation program associated with recently acquired properties and maintenance program.

    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

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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 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 September 30, 2021, we developed or acquired 1,382 homes, including 368 newly constructed properties delivered through our AMH Development Program and 1,014 homes acquired through our National Builder Program and traditional acquisition channel, partially offset by 90 homes sold.

    Our properties held for sale were identified based on sub-market analysis, as well as individual property-level operational review. As of September 30, 2021 and December 31, 2020, there were 604 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 $20,000 and $40,000 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 has taken approximately 20 to 40 days to complete the renovation process. However, as a result of increased acquisition volumes as well as recent construction labor and material constraints, the time to complete the renovation process has increased by 30 days on average.

    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.
 

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    Our ability to maintain and grow revenues from our existing portfolio of homes will be dependent on our ability to retain tenants and increase rental rates. Based on our Same-Home population of properties (defined below), the year-over-year increase in Average Monthly Realized Rent per property was 6.2% for the three months ended September 30, 2021, and we experienced turnover rates of 8.9% and 9.2% during the three months ended September 30, 2021 and 2020, respectively. Based on our Same-Home population of properties (defined below), the year-over-year increase in Average Monthly Realized Rent per property was 4.5% for the nine months ended September 30, 2021, and we experienced turnover rates of 23.9% and 26.6% during the nine months ended September 30, 2021 and 2020, respectively.
 
    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 $48.5 million for the three months ended September 30, 2021, compared to net income of $40.2 million for the three months ended September 30, 2020. This increase was primarily attributable to growth in the Company’s portfolio, a larger number of occupied properties and higher rental rates and fees. Net income totaled $149.2 million for the nine months ended September 30, 2021, compared to net income of $109.5 million for the nine months ended September 30, 2020. This increase was primarily attributable to growth in the Company’s portfolio, a larger number of occupied properties and higher rental rates and fees, 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,

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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 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 September 30, 2021 to the Three Months Ended September 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 September 30, 2021 and 2020 (in thousands):
 For the Three Months Ended September 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$245,501  $40,735  $286,236  
Fees from single-family properties4,940  1,016  5,956  
Bad debt(4,120) (1,232) (5,352) 
Core revenues246,321  40,519  286,840  
Property tax expense41,558 16.9 %6,266 15.5 %47,824 16.7 %
HOA fees, net (2)
4,752 1.9 %802 2.0 %5,554 1.9 %
R&M and turnover costs, net (2)
22,833 9.3 %3,842 9.5 %26,675 9.3 %
Insurance2,495 1.0 %492 1.2 %2,987 1.0 %
Property management expenses, net (3)
18,757 7.6 %4,056 10.0 %22,813 8.0 %
Core property operating expenses90,395 36.7 %15,458 38.2 %105,853 36.9 %
Core NOI$155,926 63.3 %$25,061 61.8 %$180,987 63.1 %
 For the Three Months Ended September 30, 2020
 
Same-Home
Properties (1)
% of Core
Revenue
Non-Same-
Home and Other
Properties
% of Core
Revenue
Total
Properties
% of Core
Revenue
Rents from single-family properties$230,206  $28,550  $258,756  
Fees from single-family properties3,757  581  4,338  
Bad debt(4,361) (736) (5,097) 
Core revenues229,602  28,395  257,997  
Property tax expense40,334 17.6 %5,007 17.6 %45,341 17.5 %
HOA fees, net (2)
4,459 1.9 %601 2.1 %5,060 2.0 %
R&M and turnover costs, net (2)
20,861 9.1 %3,169 11.2 %24,030 9.3 %
Insurance2,131 0.9 %336 1.2 %2,467 1.0 %
Property management expenses, net (3)
17,708 7.7 %3,162 11.1 %20,870 8.1 %
Core property operating expenses85,493 37.2 %12,275 43.2 %97,768 37.9 %
Core NOI$144,109 62.8 %$16,120 56.8 %$160,229 62.1 %

(1)Includes 46,832 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 September 30, 2021 and 2020 (amounts in thousands):
For the Three Months Ended
September 30,
20212020
Core revenues and Same-Home core revenues
Rents and other single-family property revenues$339,563 $307,932 
Tenant charge-backs(52,723)(49,935)
Core revenues286,840 257,997 
Less: Non-Same-Home core revenues40,519 28,395 
Same-Home core revenues$246,321 $229,602 
Core property operating expenses and Same-Home core property operating expenses
Property operating expenses$134,694 $126,174 
Property management expenses24,562 21,976 
Noncash share-based compensation - property management(680)(447)
Expenses reimbursed by tenant charge-backs(52,723)(49,935)
Core property operating expenses105,853 97,768 
Less: Non-Same-Home core property operating expenses15,458 12,275 
Same-Home core property operating expenses$90,395 $85,493 
Core NOI and Same-Home Core NOI
Net income$48,501 $40,153 
Gain on sale and impairment of single-family properties and other, net(9,572)(12,206)
Depreciation and amortization94,494 86,996 
Acquisition and other transaction costs3,279 1,616 
Noncash share-based compensation - property management680 447 
Interest expense31,097 29,267 
General and administrative expense12,647 12,570 
Other income and expense, net(139)1,386 
Core NOI180,987 160,229 
Less: Non-Same-Home Core NOI25,061 16,120 
Same-Home Core NOI$155,926 $144,109 

Rents and Other Single-Family Property Revenues

    Rents and other single-family property revenues increased 10.3% to $339.6 million for the three months ended September 30, 2021 from $307.9 million for the three months ended September 30, 2020. Revenue growth was primarily driven by an increase in our average occupied portfolio which grew to 52,889 homes for the three months ended September 30, 2021, compared to 50,630 homes for the three months ended September 30, 2020, as well as higher rental rates and fees from single-family properties.

Property Operating Expenses

    Property operating expenses increased 6.8% to $134.7 million for the three months ended September 30, 2021 from $126.2 million for the three months ended September 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 September 30, 2021 and 2020 were $24.6 million and $22.0 million, respectively, which included $0.7 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 personnel costs and higher noncash share-based compensation expense.

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Core Revenues from Same-Home Properties

    Core revenues from Same-Home properties increased 7.3% to $246.3 million for the three months ended September 30, 2021 from $229.6 million for the three months ended September 30, 2020 primarily driven by a 6.2% increase in Average Monthly Realized Rent per property, which increased to $1,794 per month for the three months ended September 30, 2021 compared to $1,690 per month for the three months ended September 30, 2020, a 0.4% increase in Average Occupied Days Percentage and higher fees from single-family properties.

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 5.7% to $90.4 million for the three months ended September 30, 2021 from $85.5 million for the three months ended September 30, 2020 primarily driven by annual growth in property tax expense, higher R&M and turnover costs, net and higher property management expenses, net.
 
General and Administrative Expense
 
    General and administrative expense primarily consists of corporate payroll and personnel costs, federal and state taxes, trustees’ and officers’ insurance expense, audit and tax fees, trustee fees and other expenses associated with our corporate and administrative functions. General and administrative expense for the three months ended September 30, 2021 and 2020 was $12.6 million in each period, which included $1.6 million and $1.7 million, respectively, of noncash share-based compensation expense related to corporate administrative employees.
 
Interest Expense
 
    Interest expense increased 6.3% to $31.1 million for the three months ended September 30, 2021 from $29.3 million for the three months ended September 30, 2020. This increase was primarily due to additional interest from the issuance of the 2031 and 2051 unsecured senior notes during July 2021 and higher borrowings on the revolving credit facility during the three months ended September 30, 2021, partially offset by additional capitalized interest during the three months ended September 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 $3.3 million and $1.6 million for the three months ended September 30, 2021 and 2020, respectively, which included $0.8 million of noncash share-based compensation expense related to employees in these functions during the three months ended September 30, 2021. The increase in acquisition and other transaction costs was primarily related to higher acquisition costs associated with the growth of our portfolio as well as 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 8.6% to $94.5 million for the three months ended September 30, 2021 from $87.0 million for the three months ended September 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 $9.6 million and $12.2 million for the three months ended September 30, 2021 and 2020, respectively, which included zero and $0.2 million of impairment charges, respectively, related to homes classified as held for sale during each period. The decrease was primarily related to lower net gains from property sales.


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Other Income and Expense, net

    Included in other income and expense, net was $0.1 million of net other income and $1.4 million of net other expenses for the three months ended September 30, 2021 and 2020, respectively, which primarily related to interest income, fees from unconsolidated joint ventures, and equity in income (losses) from unconsolidated joint ventures, partially offset by expenses related to unconsolidated joint ventures and other nonrecurring expenses. Also included in other income and expense, net for the three months ended September 30, 2020 was a net expense of $2.9 million related to a legal matter involving a former employee.

Comparison of the Nine Months Ended September 30, 2021 to the Nine Months Ended September 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 nine months ended September 30, 2021 and 2020 (in thousands):
 For the Nine Months Ended September 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$721,855 $110,025 $831,880 
Fees from single-family properties13,937 2,719 16,656 
Bad debt(15,832)(3,446)(19,278)
Core revenues719,960  109,298  829,258  
Property tax expense124,863 17.3 %18,349 16.7 %143,212 17.2 %
HOA fees, net (2)
13,633 1.9 %2,190 2.0 %15,823 1.9 %
R&M and turnover costs, net (2)
58,162 8.1 %9,752 8.9 %67,914 8.2 %
Insurance7,350 1.0 %1,367 1.3 %8,717 1.1 %
Property management expenses, net (3)
55,268 7.7 %10,899 10.0 %66,167 8.0 %
Core property operating expenses259,276 36.0 %42,557 38.9 %301,833 36.4 %
Core NOI$460,684 64.0 %$66,741 61.1 %$527,425 63.6 %
 For the Nine Months Ended September 30, 2020
 
Same-Home
Properties (1)
% of Core
Revenue
Non-Same-
Home and Other
Properties
% of Core
Revenue
Total
Properties
% of Core
Revenue
Rents from single-family properties$678,986 $75,864 $754,850 
Fees from single-family properties10,099 1,564 11,663 
Bad debt(13,709)(2,218)(15,927)
Core revenues675,376  75,210  750,586  
Property tax expense120,231 17.8 %15,227 20.3 %135,458 18.1 %
HOA fees, net (2)
12,726 1.9 %1,833 2.4 %14,559 1.9 %
R&M and turnover costs, net (2)
55,667 8.2 %8,484 11.3 %64,151 8.5 %
Insurance6,279 0.9 %921 1.2 %7,200 1.0 %
Property management expenses, net (3)
54,648 8.1 %8,899 11.8 %63,547 8.5 %
Core property operating expenses249,551 36.9 %35,364 47.0 %284,915 38.0 %
Core NOI$425,825 63.1 %$39,846 53.0 %$465,671 62.0 %

(1)Includes 46,832 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.


40

    The following are reconciliations of core revenues, Same-Home core revenues, core property operating expenses, Same-Home core property operating expenses, Core NOI and Same-Home Core NOI to their respective GAAP metrics for the nine months ended September 30, 2021 and 2020 (amounts in thousands):
For the Nine Months Ended
September 30,
20212020
Core revenues and Same-Home core revenues
Rents and other single-family property revenues$965,790 $875,963 
Tenant charge-backs(136,532)(125,377)
Core revenues829,258 750,586 
Less: Non-Same-Home core revenues109,298 75,210 
Same-Home core revenues$719,960 $675,376 
Core property operating expenses and Same-Home core property operating expenses
Property operating expenses$369,966 $344,107 
Property management expenses70,677 67,512 
Noncash share-based compensation - property management(2,278)(1,327)
Expenses reimbursed by tenant charge-backs(136,532)(125,377)
Core property operating expenses301,833 284,915 
Less: Non-Same-Home core property operating expenses42,557 35,364 
Same-Home core property operating expenses$259,276 $249,551 
Core NOI and Same-Home Core NOI
Net income$149,236 $109,487 
Gain on sale and impairment of single-family properties and other, net(36,401)(28,522)
Depreciation and amortization275,682 254,653 
Acquisition and other transaction costs11,093 5,719 
Noncash share-based compensation - property management2,278 1,327 
Interest expense86,630 88,540 
General and administrative expense40,645 35,329 
Other income and expense, net(1,738)(862)
Core NOI527,425 465,671 
Less: Non-Same-Home Core NOI66,741 39,846 
Same-Home Core NOI$460,684 $425,825 

Rents and Other Single-Family Property Revenues

    Rents and other single-family property revenues increased 10.3% to $965.8 million for the nine months ended September 30, 2021 from $876.0 million for the nine months ended September 30, 2020. Revenue growth was primarily driven by an increase in our average occupied portfolio which grew to 52,269 homes for the nine months ended September 30, 2021, compared to 49,764 homes for the nine months ended September 30, 2020, as well as higher rental rates and 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 7.5% to $370.0 million for the nine months ended September 30, 2021 from $344.1 million for the nine months ended September 30, 2020. This increase was primarily attributable to higher property tax expense, HOA fees, R&M and turnover costs and insurance costs as a result of growth in our portfolio.

Property Management Expenses

    Property management expenses for the nine months ended September 30, 2021 and 2020 were $70.7 million and $67.5 million, respectively, which included $2.3 million and $1.3 million, respectively, of noncash share-based compensation expense related to centralized and field property management employees. The increase in property management expenses was primarily attributable to higher personnel costs and higher noncash share-based compensation expense.

41


Core Revenues from Same-Home Properties
 
    Core revenues from Same-Home properties increased 6.6% to $720.0 million for the nine months ended September 30, 2021 from $675.4 million for the nine months ended September 30, 2020 primarily driven by a 4.5% increase in Average Monthly Realized Rent per property, which increased to $1,756 per month for the nine months ended September 30, 2021 compared to $1,680 per month for the nine months ended September 30, 2020, a 1.6% 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 3.9% to $259.3 million for the nine months ended September 30, 2021 from $249.6 million for the nine months ended September 30, 2020 primarily driven by annual growth in property tax expense, higher HOA fees, net and higher R&M and turnover costs, 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 nine months ended September 30, 2021 and 2020 was $40.6 million and $35.3 million, respectively, which included $7.7 million and $4.7 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 nine months ended September 30, 2021, as well as higher personnel costs and professional fees.

Interest Expense
 
    Interest expense decreased 2.2% to $86.6 million for the nine months ended September 30, 2021 from $88.5 million for the nine months ended September 30, 2020. This decrease was primarily due to additional capitalized interest during the nine months ended September 30, 2021 related to an increase in our development activities under our AMH Development Program, partially offset by additional interest from the issuance of the 2031 and 2051 unsecured senior notes during July 2021.

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 $11.1 million and $5.7 million for the nine months ended September 30, 2021 and 2020, respectively, which included $4.3 million of noncash share-based compensation expense related to employees in these functions during the nine months ended September 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 nine months ended September 30, 2021 as well as higher acquisition costs associated with the growth of our portfolio.

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 8.3% to $275.7 million for the nine months ended September 30, 2021 from $254.7 million for the nine months ended September 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 $36.4 million and $28.5 million for the nine months ended September 30, 2021 and 2020, respectively, which included $0.2 million and $5.3 million of impairment charges, respectively, related to homes classified as held for sale during each period. The increase was primarily related to lower impairment

42

charges. During the nine months ended September 30, 2020, a $3.5 million noncash write-down 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 $1.7 million and $0.9 million for the nine months ended September 30, 2021 and 2020, respectively, which primarily related to interest income, fees from unconsolidated joint ventures, and equity in income (losses) from unconsolidated joint ventures, partially offset by expenses related to unconsolidated joint ventures and other nonrecurring expenses. Also included in other income and expense, net for the nine months ended September 30, 2020 was a net expense of $2.9 million related to a legal matter involving a former employee.

Critical Accounting Policies and Estimates
 
    Our critical accounting policies are included in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2020 Annual Report. There have been no changes to these policies during the nine months ended September 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 September 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

43

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 $66.9 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 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 September 30, 2021 included cash and cash equivalents of $64.0 million. Additionally, as of September 30, 2021, we had no 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. 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 nine months ended September 30, 2021 and 2020 (in thousands):
For the Nine Months Ended
September 30,
20212020Change
Net cash provided by operating activities$498,193 $427,411 $70,782 
Net cash used for investing activities(1,191,461)(437,092)(754,369)
Net cash provided by financing activities630,185 287,589 342,596 
Net (decrease) increase in cash, cash equivalents and restricted cash$(63,083)$277,908 $(340,991)

    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

44

operating activities increased $70.8 million, or 16.6%, from $427.4 million for the nine months ended September 30, 2020 to $498.2 million for the nine months ended September 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 higher cash outflows for property taxes and a decrease in collections on rent associated with the COVID-19 pandemic.

    Investing Activities

    Net cash used for investing activities increased $754.4 million, or 172.6%, from $437.1 million for the nine months ended September 30, 2020 to $1.2 billion for the nine months ended September 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 $597.0 million during the nine months ended September 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 $83.6 million during the nine months ended September 30, 2021 driven by a decrease in homes sold. 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 $28.5 million during the nine months ended September 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 $39.3 million reduction in distributions, net of investments, from our unconsolidated joint ventures and a $4.2 million increase in purchases of other productive assets during the nine months ended September 30, 2021.

    Financing Activities

    Net cash provided by financing activities increased $342.6 million from $287.6 million for the nine months ended September 30, 2020 to $630.2 million for the nine months ended September 30, 2021 primarily driven by a $179.3 million increase in net proceeds from the issuance of Class A common shares and $737.2 million of net proceeds from the issuance of unsecured senior notes during the nine months ended September 30, 2021. These increases in cash inflows were partially offset by $498.8 million of cash outflows for the redemption of our Series D and E perpetual preferred shares, $49.7 million of increased distributions to share and unit holders, $18.0 million of deferred financing costs paid for the amendment of our revolving credit facility and the issuance of unsecured senior notes and $4.0 million for the settlement of a cash flow hedging instrument during the nine months ended September 30, 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 offering costs of $1.4 million. The Operating Partnership used the net proceeds from this offering to repay amounts outstanding on its revolving credit facility and 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.

    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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    Revolving Credit Facility

    During the second quarter of 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

    During the second quarter of 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 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. In September 2021, the Company issued and physically settled 11,400,000 Class A common shares under the May 2021 Forward Sale Agreements, receiving net proceeds of $399.0 million. The Operating Partnership issued an equivalent number of corresponding Class A units to AH4R in exchange for the net proceeds from the issuance. As of September 30, 2021, 1,845,000 Class A common shares remained available for future settlement under the May 2021 Forward Sale Agreements. The Company expects to physically settle the remaining shares by May 21, 2022 through the delivery of the Class A common shares and expects that net proceeds will be approximately $64.6 million. The Company expects to use these net proceeds for general corporate purposes including, without limitation, property acquisitions and developments. Although the Company expects to physically settle the remaining shares, 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.

    Redemptions of Perpetual Preferred Shares

    During the second quarter of 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.

    During the second quarter of 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.


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    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 three and nine months ended September 30, 2020, 86,130 shares were issued under the At-the-Market Program, raising $2.4 million in gross proceeds before commissions and other expenses of approximately $0.4 million. As of September 30, 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 nine months ended September 30, 2021 and 2020, we did not repurchase and retire any of our shares. As of September 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 $66.9 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 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 September 30, 2021, the joint venture’s loan had a $161.3 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.

    Except as described in Note 15. Commitments and Contingencies to our condensed consolidated financial statements in this report, as of September 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.

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Additional Non-GAAP Measures

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

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

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

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    The following is a reconciliation of the Company’s net income attributable to common shareholders, determined in accordance with GAAP, to FFO attributable to common share and unit holders, Core FFO attributable to common share and unit holders and Adjusted FFO attributable to common share and unit holders for the three and nine months ended September 30, 2021 and 2020 (in thousands):
 For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
 2021202020212020
Net income attributable to common shareholders$36,869 $22,552 $87,185 $58,165 
Adjustments:  
Noncontrolling interests in the Operating Partnership5,869 3,819 14,012 9,976 
Gain on sale and impairment of single-family properties and other, net(9,572)(12,206)(36,401)(28,522)
Adjustments for unconsolidated joint ventures723 393 1,554 1,019 
Depreciation and amortization94,494 86,996 275,682 254,653 
Less: depreciation and amortization of non-real estate assets(2,894)(2,296)(8,287)(6,552)
FFO attributable to common share and unit holders$125,489 $99,258 $333,745 $288,739 
Adjustments:    
Acquisition, other transaction costs and other (1)
3,279 4,753 11,093 9,265 
Noncash share-based compensation - general and administrative1,557 1,723 7,722 4,741 
Noncash share-based compensation - property management680 447 2,278 1,327 
Redemption of perpetual preferred shares— — 15,879 — 
Core FFO attributable to common share and unit holders$131,005 $106,181 $370,717 $304,072 
Recurring Capital Expenditures(16,921)(15,397)(39,789)(36,292)
Leasing costs(792)(1,157)(2,672)(3,059)
Adjusted FFO attributable to common share and unit holders$113,292 $89,627 $328,256 $264,721 
(1)Included in acquisition, other transaction costs and other is a net $2.9 million nonrecurring expense related to a legal matter involving a former employee during the three and nine months ended September 30, 2020.

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 nine months ended September 30, 2021 and 2020 (in thousands):
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2021202020212020
Net income$48,501 $40,153 $149,236 $109,487 
Interest expense31,097 29,267 86,630 88,540 
Depreciation and amortization94,494 86,996 275,682 254,653 
EBITDA$174,092 $156,416 $511,548 $452,680 
Gain on sale and impairment of single-family properties and other, net(9,572)(12,206)(36,401)(28,522)
Adjustments for unconsolidated joint ventures723 393 1,554 1,019 
EBITDAre$165,243 $144,603 $476,701 $425,177 
Noncash share-based compensation - general and administrative1,557 1,723 7,722 4,741 
Noncash share-based compensation - property management680 447 2,278 1,327 
Acquisition, other transaction costs and other (1)
3,279 4,753 11,093 9,265 
Adjusted EBITDAre$170,759 $151,526 $497,794 $440,510 
Recurring Capital Expenditures(16,921)(15,397)(39,789)(36,292)
Leasing costs(792)(1,157)(2,672)(3,059)
Fully Adjusted EBITDAre$153,046 $134,972 $455,333 $401,159 
(1)Included in acquisition, other transaction costs and other is a net $2.9 million nonrecurring expense related to a legal matter involving a former employee during the three and nine months ended September 30, 2020.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Interest Rate Risk

    During the nine months ended September 30, 2021, the Company borrowed an additional $1.1 billion and paid down $1.1 billion on its revolving credit facility, resulting in no outstanding variable rate debt as of September 30, 2021 and therefore no exposure to interest rate risk on its current borrowings. We may incur additional variable rate debt in the future, including additional amounts that we may borrow under our revolving credit facility.

    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 September 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 September 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.

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

Item 3. Defaults Upon Senior Securities
 
    None.
 
Item 4. Mine Safety Disclosures
 
    Not applicable.
 
Item 5. Other Information
 
    None.
 
Item 6. Exhibits
 
    The exhibits listed below are filed herewith or incorporated herein by reference.
Exhibit
Number
 Exhibit Document
3.1 
3.2 
3.3 
3.4
3.5
3.6
4.1
4.2
4.3

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Exhibit
Number
 Exhibit Document
4.4
4.5
4.6
4.7
4.8
4.9
31.1 
31.2 
31.3
31.4
32.1 
32.2
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


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

AMERICAN HOMES 4 RENT
/s/ Christopher C. Lau
Christopher C. Lau
Chief Financial Officer
(Principal Financial Officer and duly authorized signatory of registrant)
Date: November 5, 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: November 5, 2021


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