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 March 31,September 30, 2020
or
| | | | | | | | |
| ☐ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission File Number: 001-36013 (American Homes 4 Rent)
Commission File Number: 333-221878-02 (American Homes 4 Rent, L.P.)
AMERICAN HOMES 4 RENT
AMERICAN HOMES 4 RENT, L.P.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| American Homes 4 Rent | Maryland | 46-1229660 |
| American Homes 4 Rent, L.P. | Delaware | 80-0860173 |
| (State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification No.) |
30601 Agoura Road, Suite 200
Agoura Hills, California 91301
(Address of principal executive offices) (Zip Code)
(805) 413-5300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading symbols | | Name of each exchange on which registered |
| | | | |
| Class A common shares of beneficial interest, $.01 par value | | AMH | | New York Stock Exchange |
| | | | |
| Series D perpetual preferred shares of beneficial interest, $.01 par value | | AMH-D | | New York Stock Exchange |
| | | | |
| Series E perpetual preferred shares of beneficial interest, $.01 par value | | AMH-E | | New York Stock Exchange |
| | | | |
| Series F perpetual preferred shares of beneficial interest, $.01 par value | | AMH-F | | New York Stock Exchange |
| | | | |
| Series G perpetual preferred shares of beneficial interest, $.01 par value | | AMH-G | | New York Stock Exchange |
| | | | |
| Series H perpetual preferred shares of beneficial interest, $.01 par value | | AMH-H | | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
American Homes 4 Rent ☒ Yes ☐ No American Homes 4 Rent, L.P. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
American Homes 4 Rent ☒ Yes ☐ No American Homes 4 Rent, L.P. ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
| American Homes 4 Rent | | | | |
| Large accelerated filer | ☒ | | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
| | | Emerging growth company | ☐ |
| American Homes 4 Rent, L.P. | | | | |
| Large accelerated filer | ☐ | | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | | Smaller reporting company | ☐ |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
American Homes 4 Rent ☐ American Homes 4 Rent, L.P. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
American Homes 4 Rent ☐ Yes ☒ No American Homes 4 Rent, L.P. ☐ Yes ☒ No
There were 300,316,309315,628,067 shares of American Homes 4 Rent’s Class A common shares, $0.01 par value per share, and 635,075 shares of American Homes 4 Rent’s Class B common shares, $0.01 par value per share, outstanding on May 6,November 4, 2020.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended March 31,September 30, 2020 of American Homes 4 Rent and American Homes 4 Rent, L.P. Unless stated otherwise or the context otherwise requires, references to “AH4R” or the “General Partner” mean American Homes 4 Rent, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership,” our “operating partnership”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 March 31,September 30, 2020 owned approximately 85.2%85.8% of the common partnership interest in, the Operating Partnership. The remaining 14.8%14.2% of the common partnership interest was owned by limited partners. As the sole general partner of the Operating Partnership, AH4R has exclusive control of the Operating Partnership’s day-to-day management. The Company’s management operates AH4R and the Operating Partnership as one business, and the management of AH4R consists of the same members as the management of the Operating Partnership.
The Company believes that combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report provides the following benefits:
•enhances investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
The Company believes it is important to understand the few differences between AH4R and the Operating Partnership in the context of how AH4R and the Operating Partnership operate as a consolidated company. AH4R’s primary function is acting as the general partner of the Operating Partnership. The only material asset of AH4R is its partnership interest in the Operating Partnership. As a result, AH4R generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. AH4R itself is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures, either directly or through its subsidiaries, conducts the operations of the Company’s business and is structured as a limited partnership with no publicly traded equity. One difference between the Company and the Operating Partnership is $25.7 million of asset-backed securitization certificates issued by the Operating Partnership and purchased by AH4R. The asset-backed securitization certificates are recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership. AH4R contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, AH4R receives Operating Partnership units (“OP units”) equal to the number of shares it has issued in the equity offering. Based on the terms of the Agreement of Limited Partnership of the Operating Partnership, as amended, OP units can be exchanged for shares on a one-for-one basis. Except for net proceeds from equity issuances by AH4R, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of OP units.
Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partnership interests in the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements and as noncontrolling interests in the Company’s financial statements. The differences between shareholders’ equity and partners’ capital result from differences in the equity and capital issued at the Company and Operating Partnership levels.
To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of each entity’s debt, noncontrolling interests and shareholders’ equity or partners’ capital, as applicable; and a combined Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” section that includes discrete information related to each entity.
This report also includes separate Part I, “Item 4. Controls and Procedures” sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been
made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.
American Homes 4 Rent
American Homes 4 Rent, L.P.
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Various statements contained in this Quarterly Report on Form 10-Q, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future operations, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “intend,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.
Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the potential adverse effect of the current pandemic of the novel coronavirus or COVID-19,(“COVID-19”) on the financial condition, operating results and cash flows of the Company, our tenants, the real estate market, the global economy and the financial markets. The extent to which the COVID-19 pandemic impacts us and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, including resurgences, status of eviction moratoriums, the speed and effectiveness of vaccine and treatment developments and the direct and indirect economic effects of the pandemic and containment measures, among others.
These and other important factors, including those discussed or incorporated by reference under Part II, “Item 1A. Risk Factors,” Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, filed with the Securities and Exchange Commission (the “SEC”), may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.
While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance, and you should not unduly rely on them. The forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date of this report. We are not obligated to update or revise these statements as a result of new information, future events or otherwise, unless required by applicable law.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
American Homes 4 Rent
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share data)
| | | March 31, 2020 | | December 31, 2019 | | September 30, 2020 | | December 31, 2019 |
| | (Unaudited) | | | | (Unaudited) | | |
| Assets | Assets | | | | Assets | | | |
| Single-family properties: | Single-family properties: | | | | Single-family properties: | | | |
| Land | Land | $ | 1,784,804 | | | $ | 1,756,504 | | Land | $ | 1,813,951 | | | $ | 1,756,504 | |
| Buildings and improvements | Buildings and improvements | 7,814,877 | | | 7,691,877 | | Buildings and improvements | 8,022,817 | | | 7,691,877 | |
| Single-family properties in operation | Single-family properties in operation | 9,599,681 | | | 9,448,381 | | Single-family properties in operation | 9,836,768 | | | 9,448,381 | |
| Less: accumulated depreciation | Less: accumulated depreciation | (1,532,306) | | | (1,462,105) | | Less: accumulated depreciation | (1,677,831) | | | (1,462,105) | |
| Single-family properties in operation, net | Single-family properties in operation, net | 8,067,375 | | | 7,986,276 | | Single-family properties in operation, net | 8,158,937 | | | 7,986,276 | |
| Single-family properties under development and development land | Single-family properties under development and development land | 407,456 | | | 355,427 | | Single-family properties under development and development land | 449,867 | | | 355,427 | |
| Single-family properties held for sale, net | Single-family properties held for sale, net | 172,045 | | | 209,828 | | Single-family properties held for sale, net | 146,447 | | | 209,828 | |
| Total real estate assets, net | Total real estate assets, net | 8,646,876 | | | 8,551,531 | | Total real estate assets, net | 8,755,251 | | | 8,551,531 | |
| Cash and cash equivalents | Cash and cash equivalents | 33,108 | | | 37,575 | | Cash and cash equivalents | 315,808 | | | 37,575 | |
| Restricted cash | Restricted cash | 128,621 | | | 126,544 | | Restricted cash | 126,219 | | | 126,544 | |
| Rent and other receivables | Rent and other receivables | 29,956 | | | 29,618 | | Rent and other receivables | 46,908 | | | 29,618 | |
| Escrow deposits, prepaid expenses and other assets | Escrow deposits, prepaid expenses and other assets | 151,326 | | | 140,961 | | Escrow deposits, prepaid expenses and other assets | 135,251 | | | 140,961 | |
| Investments in unconsolidated joint ventures | Investments in unconsolidated joint ventures | 65,533 | | | 67,935 | | Investments in unconsolidated joint ventures | 74,981 | | | 67,935 | |
| Asset-backed securitization certificates | Asset-backed securitization certificates | 25,666 | | | 25,666 | | Asset-backed securitization certificates | 25,666 | | | 25,666 | |
| Goodwill | Goodwill | 120,279 | | | 120,279 | | Goodwill | 120,279 | | | 120,279 | |
| Total assets | Total assets | $ | 9,201,365 | | | $ | 9,100,109 | | Total assets | $ | 9,600,363 | | | $ | 9,100,109 | |
| | Liabilities | Liabilities | | | | Liabilities | | | |
| Revolving credit facility | Revolving credit facility | $ | 105,000 | | | $ | — | | Revolving credit facility | $ | 0 | | | $ | 0 | |
| | Asset-backed securitizations, net | Asset-backed securitizations, net | 1,940,869 | | | 1,945,044 | | Asset-backed securitizations, net | 1,931,725 | | | 1,945,044 | |
| Unsecured senior notes, net | Unsecured senior notes, net | 888,791 | | | 888,453 | | Unsecured senior notes, net | 889,467 | | | 888,453 | |
| | Accounts payable and accrued expenses | Accounts payable and accrued expenses | 241,950 | | | 243,193 | | Accounts payable and accrued expenses | 324,732 | | | 243,193 | |
| Amounts payable to affiliates | Amounts payable to affiliates | — | | | 4,629 | | Amounts payable to affiliates | 0 | | | 4,629 | |
| | Total liabilities | Total liabilities | 3,176,610 | | | 3,081,319 | | Total liabilities | 3,145,924 | | | 3,081,319 | |
| | Commitments and Contingencies (see Note 15) |
| | |
| Commitments and contingencies (see Note 15) | | Commitments and contingencies (see Note 15) |
| |
| | Equity | Equity | | | | Equity | | | |
| Shareholders’ equity: | Shareholders’ equity: | | | | Shareholders’ equity: | | | |
| Class A common shares ($0.01 par value per share, 450,000,000 shares authorized, 300,315,609 and 300,107,599 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively) | 3,003 | | | 3,001 | | |
| Class B common shares ($0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at March 31, 2020 and December 31, 2019) | 6 | | | 6 | | |
| Preferred shares ($0.01 par value per share, 100,000,000 shares authorized, 35,350,000 shares issued and outstanding at March 31, 2020 and December 31, 2019) | 354 | | | 354 | | |
| Class A common shares ($0.01 par value per share, 450,000,000 shares authorized, 315,628,067 and 300,107,599 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively) | | Class A common shares ($0.01 par value per share, 450,000,000 shares authorized, 315,628,067 and 300,107,599 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively) | 3,156 | | | 3,001 | |
| Class B common shares ($0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at September 30, 2020 and December 31, 2019) | | Class B common shares ($0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at September 30, 2020 and December 31, 2019) | 6 | | | 6 | |
| Preferred shares ($0.01 par value per share, 100,000,000 shares authorized, 35,350,000 shares issued and outstanding at September 30, 2020 and December 31, 2019) | | Preferred shares ($0.01 par value per share, 100,000,000 shares authorized, 35,350,000 shares issued and outstanding at September 30, 2020 and December 31, 2019) | 354 | | | 354 | |
| Additional paid-in capital | Additional paid-in capital | 5,792,418 | | | 5,790,775 | | Additional paid-in capital | 6,214,149 | | | 5,790,775 | |
| Accumulated deficit | Accumulated deficit | (461,706) | | | (465,368) | | Accumulated deficit | (454,697) | | | (465,368) | |
| Accumulated other comprehensive income | Accumulated other comprehensive income | 6,452 | | | 6,658 | | Accumulated other comprehensive income | 6,041 | | | 6,658 | |
| Total shareholders’ equity | Total shareholders’ equity | 5,340,527 | | | 5,335,426 | | Total shareholders’ equity | 5,769,009 | | | 5,335,426 | |
| Noncontrolling interest | Noncontrolling interest | 684,228 | | | 683,364 | | Noncontrolling interest | 685,430 | | | 683,364 | |
| Total equity | Total equity | 6,024,755 | | | 6,018,790 | | Total equity | 6,454,439 | | | 6,018,790 | |
| | | | | | | | |
| Total liabilities and equity | Total liabilities and equity | $ | 9,201,365 | | | $ | 9,100,109 | | Total liabilities and equity | $ | 9,600,363 | | | $ | 9,100,109 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
American Homes 4 Rent
Condensed Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
(Unaudited)
| | | For the Three Months Ended
March 31, | | | For the Three Months Ended
September 30, | | For the Nine Months Ended
September 30, |
| | | 2020 | | 2019 | | | 2020 | | 2019 | | 2020 | | 2019 |
| Revenues: | Revenues: | | | | | Revenues: | | | | | | | |
| Rents and other single-family property revenues | Rents and other single-family property revenues | $ | 287,342 | | | $ | 277,694 | | | Rents and other single-family property revenues | $ | 307,932 | | | $ | 293,064 | | | $ | 875,963 | | | $ | 850,672 | |
| Other | Other | 2,252 | | | 1,510 | | | Other | 2,877 | | | 5,240 | | | 7,538 | | | 8,696 | |
| Total revenues | Total revenues | 289,594 | | | 279,204 | | | Total revenues | 310,809 | | | 298,304 | | | 883,501 | | | 859,368 | |
| | Expenses: | Expenses: | | | | | Expenses: | | | | | | | |
| Property operating expenses | Property operating expenses | 107,497 | | | 106,684 | | | Property operating expenses | 126,174 | | | 119,791 | | | 344,107 | | | 331,066 | |
| Property management expenses | Property management expenses | 23,276 | | | 20,709 | | | Property management expenses | 21,976 | | | 22,727 | | | 67,512 | | | 65,086 | |
| General and administrative expense | General and administrative expense | 11,266 | | | 9,435 | | | General and administrative expense | 12,570 | | | 11,107 | | | 35,329 | | | 31,028 | |
| Interest expense | Interest expense | 29,715 | | | 31,915 | | | Interest expense | 29,267 | | | 31,465 | | | 88,540 | | | 95,951 | |
| Acquisition and other transaction costs | Acquisition and other transaction costs | 2,147 | | | 834 | | | Acquisition and other transaction costs | 1,616 | | | 651 | | | 5,719 | | | 2,455 | |
| Depreciation and amortization | Depreciation and amortization | 82,821 | | | 81,161 | | | Depreciation and amortization | 86,996 | | | 82,073 | | | 254,653 | | | 246,074 | |
| | Other | Other | 6,110 | | | 1,024 | | | Other | 4,479 | | | 2,610 | | | 11,992 | | | 5,148 | |
| Total expenses | Total expenses | 262,832 | | | 251,762 | | | Total expenses | 283,078 | | | 270,424 | | | 807,852 | | | 776,808 | |
| | Gain on sale of single-family properties and other, net | Gain on sale of single-family properties and other, net | 10,765 | | | 5,649 | | | Gain on sale of single-family properties and other, net | 12,422 | | | 13,521 | | | 33,838 | | | 32,895 | |
| | Loss on early extinguishment of debt | | Loss on early extinguishment of debt | 0 | | | 0 | | | 0 | | | (659) | |
| | | Net income | Net income | 37,527 | | | 33,091 | | | Net income | 40,153 | | | 41,401 | | | 109,487 | | | 114,796 | |
| | Noncontrolling interest | Noncontrolling interest | 3,501 | | | 3,026 | | | Noncontrolling interest | 3,819 | | | 4,099 | | | 9,976 | | | 11,129 | |
| Dividends on preferred shares | Dividends on preferred shares | 13,782 | | | 13,782 | | | Dividends on preferred shares | 13,782 | | | 13,782 | | | 41,346 | | | 41,346 | |
| | | Net income attributable to common shareholders | Net income attributable to common shareholders | $ | 20,244 | | | $ | 16,283 | | | Net income attributable to common shareholders | $ | 22,552 | | | $ | 23,520 | | | $ | 58,165 | | | $ | 62,321 | |
| | Weighted-average common shares outstanding: | Weighted-average common shares outstanding: | | | Weighted-average common shares outstanding: | |
| Basic | Basic | 300,813,069 | | | 296,833,755 | | | Basic | 308,080,226 | | | 300,580,978 | | | 303,319,053 | | | 298,974,146 | |
| Diluted | Diluted | 301,305,068 | | | 297,444,941 | | | Diluted | 308,541,502 | | | 301,032,855 | | | 303,775,556 | | | 299,479,234 | |
| | Net income attributable to common shareholders per share: | Net income attributable to common shareholders per share: | | | Net income attributable to common shareholders per share: | |
| Basic | Basic | $ | 0.07 | | | $ | 0.05 | | | Basic | $ | 0.07 | | | $ | 0.08 | | | $ | 0.19 | | | $ | 0.21 | |
| Diluted | Diluted | $ | 0.07 | | | $ | 0.05 | | | Diluted | $ | 0.07 | | | $ | 0.08 | | | $ | 0.19 | | | $ | 0.21 | |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
American Homes 4 Rent
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Amounts in thousands)
(Unaudited)
| | | For the Three Months Ended
March 31, | | | For the Three Months Ended
September 30, | | For the Nine Months Ended
September 30, |
| | | 2020 | | 2019 | | | 2020 | | 2019 | | 2020 | | 2019 |
| Net income | Net income | $ | 37,527 | | | $ | 33,091 | | | Net income | $ | 40,153 | | | $ | 41,401 | | | $ | 109,487 | | | $ | 114,796 | |
| Other comprehensive loss: | Other comprehensive loss: | | | Other comprehensive loss: | |
| Gain on cash flow hedging instrument: | Gain on cash flow hedging instrument: | | | Gain on cash flow hedging instrument: | |
| | Reclassification adjustment for amortization of interest expense included in net income | Reclassification adjustment for amortization of interest expense included in net income | (241) | | | (241) | | | Reclassification adjustment for amortization of interest expense included in net income | (241) | | | (241) | | | (722) | | | (722) | |
| | Other comprehensive loss | Other comprehensive loss | (241) | | | (241) | | | Other comprehensive loss | (241) | | | (241) | | | (722) | | | (722) | |
| Comprehensive income | Comprehensive income | 37,286 | | | 32,850 | | | Comprehensive income | 39,912 | | | 41,160 | | | 108,765 | | | 114,074 | |
| Comprehensive income attributable to noncontrolling interests | Comprehensive income attributable to noncontrolling interests | 3,466 | | | 2,988 | | | Comprehensive income attributable to noncontrolling interests | 3,784 | | | 4,063 | | | 9,871 | | | 11,018 | |
| Dividends on preferred shares | Dividends on preferred shares | 13,782 | | | 13,782 | | | Dividends on preferred shares | 13,782 | | | 13,782 | | | 41,346 | | | 41,346 | |
| | Comprehensive income attributable to common shareholders | Comprehensive income attributable to common shareholders | $ | 20,038 | | | $ | 16,080 | | | Comprehensive income attributable to common shareholders | $ | 22,346 | | | $ | 23,315 | | | $ | 57,548 | | | $ | 61,710 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
American Homes 4 Rent
Condensed Consolidated Statements of Equity
(Amounts in thousands, except share data)
(Unaudited)
| | | | Class A common shares | | | Class B common shares | | | Preferred shares | | | | | | | | | | | | | | | Class A common shares | | Class B common shares | | Preferred shares | | | | | | | | | | | | |
| | Number
of shares | | Amount | | Number
of shares | | Amount | | Number
of shares | | Amount | | Additional
paid-in
capital | | Accumulated
deficit | | Accumulated other comprehensive income | | Shareholders’
equity | | Noncontrolling
interest | | Total
equity | | Number
of shares | | Amount | | Number
of shares | | Amount | | Number
of shares | | Amount | | Additional
paid-in
capital | | Accumulated
deficit | | Accumulated other comprehensive income | | Shareholders’
equity | | Noncontrolling
interest | | Total
equity |
| Balances at December 31, 2018 | Balances at December 31, 2018 | 296,014,546 | | | $ | 2,960 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,732,466 | | | $ | (491,214) | | | $ | 7,393 | | | $ | 5,251,965 | | | $ | 721,777 | | | $ | 5,973,742 | | Balances at December 31, 2018 | 296,014,546 | | | $ | 2,960 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,732,466 | | | $ | (491,214) | | | $ | 7,393 | | | $ | 5,251,965 | | | $ | 721,777 | | | $ | 5,973,742 | |
| Share-based compensation | Share-based compensation | — | | | — | | | — | | | — | | | — | | | — | | | 952 | | | — | | | — | | | 952 | | | — | | | 952 | | Share-based compensation | — | | | — | | | — | | | — | | | — | | | — | | | 952 | | | — | | | — | | | 952 | | | — | | | 952 | |
| Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | 77,830 | | | 1 | | | — | | | — | | | — | | | — | | | (761) | | | — | | | — | | | (760) | | | — | | | (760) | | Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | 77,830 | | | 1 | | | — | | | — | | | — | | | — | | | (761) | | | — | | | — | | | (760) | | | — | | | (760) | |
| Redemptions of Class A units | Redemptions of Class A units | 500,000 | | | 5 | | | — | | | — | | | — | | | — | | | 6,505 | | | — | | | 12 | | | 6,522 | | | (6,522) | | | — | | Redemptions of Class A units | 500,000 | | | 5 | | | — | | | — | | | — | | | — | | | 6,505 | | | — | | | 12 | | | 6,522 | | | (6,522) | | | 0 | |
| Distributions to equity holders: | Distributions to equity holders: | | Distributions to equity holders: | |
| Preferred shares (Note 10) | Preferred shares (Note 10) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (13,782) | | | — | | | (13,782) | | | — | | | (13,782) | | Preferred shares (Note 10) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (13,782) | | | — | | | (13,782) | | | — | | | (13,782) | |
| Noncontrolling interests | Noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,741) | | | (2,741) | | Noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,741) | | | (2,741) | |
| Common shares ($0.05 per share) | Common shares ($0.05 per share) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (14,889) | | | — | | | (14,889) | | | — | | | (14,889) | | Common shares ($0.05 per share) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (14,889) | | | — | | | (14,889) | | | — | | | (14,889) | |
| Net income | Net income | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 30,065 | | | — | | | 30,065 | | | 3,026 | | | 33,091 | | Net income | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 30,065 | | | — | | | 30,065 | | | 3,026 | | | 33,091 | |
| Total other comprehensive loss | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (203) | | | (203) | | | (38) | | | (241) | | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (203) | | | (203) | | | (38) | | | (241) | |
| Balances at March 31, 2019 | Balances at March 31, 2019 | 296,592,376 | | | $ | 2,966 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,739,162 | | | $ | (489,820) | | | $ | 7,202 | | | $ | 5,259,870 | | | $ | 715,502 | | | $ | 5,975,372 | | Balances at March 31, 2019 | 296,592,376 | | | $ | 2,966 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,739,162 | | | $ | (489,820) | | | $ | 7,202 | | | $ | 5,259,870 | | | $ | 715,502 | | | $ | 5,975,372 | |
| Share-based compensation | | Share-based compensation | — | | | — | | | — | | | — | | | — | | | — | | | 1,269 | | | — | | | — | | | 1,269 | | | — | | | 1,269 | |
| Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | | Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | 645,567 | | | 6 | | | — | | | — | | | — | | | — | | | 10,257 | | | — | | | — | | | 10,263 | | | — | | | 10,263 | |
| Redemptions of Class A units | | Redemptions of Class A units | 2,589,846 | | | 26 | | | — | | | — | | | — | | | — | | | 33,710 | | | — | | | 63 | | | 33,799 | | | (33,799) | | | 0 | |
| | Distributions to equity holders: | | Distributions to equity holders: | |
| Preferred shares (Note 10) | | Preferred shares (Note 10) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (13,782) | | | — | | | (13,782) | | | — | | | (13,782) | |
| Noncontrolling interests | | Noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,611) | | | (2,611) | |
| Common shares ($0.05 per share) | | Common shares ($0.05 per share) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (15,052) | | | — | | | (15,052) | | | — | | | (15,052) | |
| Net income | | Net income | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 36,300 | | | — | | | 36,300 | | | 4,004 | | | 40,304 | |
| Total other comprehensive loss | | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (203) | | | (203) | | | (37) | | | (240) | |
| Balances at June 30, 2019 | | Balances at June 30, 2019 | 299,827,789 | | | $ | 2,998 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,784,398 | | | $ | (482,354) | | | $ | 7,062 | | | $ | 5,312,464 | | | $ | 683,059 | | | $ | 5,995,523 | |
American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share data)
(Unaudited)
| | | | Class A common shares | | | Class B common shares | | | Preferred shares | | | | | | | | | | | | | | | Class A common shares | | Class B common shares | | Preferred shares | |
| | Number
of shares | | Amount | | Number
of shares | | Amount | | Number
of shares | | Amount | | Additional
paid-in
capital | | Accumulated
deficit | | Accumulated other comprehensive income | | Shareholders’
equity | | Noncontrolling
interest | | Total
equity | | Number
of shares | | Amount | | Number
of shares | | Amount | | Number
of shares | | Amount | | Additional
paid-in
capital | | Accumulated
deficit | | Accumulated other comprehensive income | | Shareholders’
equity | | Noncontrolling
interest | | Total
equity |
| Balances at December 31, 2019 | 300,107,599 | | | $ | 3,001 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,790,775 | | | $ | (465,368) | | | $ | 6,658 | | | $ | 5,335,426 | | | $ | 683,364 | | | $ | 6,018,790 | | |
| Balances at June 30, 2019 | | Balances at June 30, 2019 | 299,827,789 | | | $ | 2,998 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,784,398 | | | $ | (482,354) | | | $ | 7,062 | | | $ | 5,312,464 | | | $ | 683,059 | | | $ | 5,995,523 | |
| Share-based compensation | Share-based compensation | — | | | — | | | — | | | — | | | — | | | — | | | 1,808 | | | — | | | — | | | 1,808 | | | — | | | 1,808 | | Share-based compensation | — | | | — | | | — | | | — | | | — | | | — | | | 1,288 | | | — | | | — | | | 1,288 | | | — | | | 1,288 | |
| Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | 208,010 | | | 2 | | | — | | | — | | | — | | | — | | | (165) | | | — | | | — | | | (163) | | | — | | | (163) | | Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | 48,210 | | | — | | | — | | | — | | | — | | | — | | | 660 | | | — | | | — | | | 660 | | | — | | | 660 | |
| | Redemptions of Class A units | | Redemptions of Class A units | 200,000 | | | 2 | | | — | | | — | | | — | | | — | | | 2,604 | | | — | | | 5 | | | 2,611 | | | (2,611) | | | 0 | |
| Distributions to equity holders: | Distributions to equity holders: | | Distributions to equity holders: | |
| Preferred shares (Note 10) | Preferred shares (Note 10) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (13,782) | | | — | | | (13,782) | | | — | | | (13,782) | | Preferred shares (Note 10) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (13,782) | | | — | | | (13,782) | | | — | | | (13,782) | |
| Noncontrolling interests | Noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,602) | | | (2,602) | | Noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,601) | | | (2,601) | |
| Common shares ($0.05 per share) | Common shares ($0.05 per share) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (15,088) | | | — | | | (15,088) | | | — | | | (15,088) | | Common shares ($0.05 per share) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (15,059) | | | — | | | (15,059) | | | — | | | (15,059) | |
| Cumulative effect of adoption of ASU 2016-13 (Notes 2 and 6) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,494) | | | — | | | (1,494) | | | — | | | (1,494) | | |
| Net income | Net income | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 34,026 | | | — | | | 34,026 | | | 3,501 | | | 37,527 | | Net income | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 37,302 | | | — | | | 37,302 | | | 4,099 | | | 41,401 | |
| Total other comprehensive loss | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (206) | | | (206) | | | (35) | | | (241) | | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (205) | | | (205) | | | (36) | | | (241) | |
| Balances at March 31, 2020 | 300,315,609 | | | $ | 3,003 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,792,418 | | | $ | (461,706) | | | $ | 6,452 | | | $ | 5,340,527 | | | $ | 684,228 | | | $ | 6,024,755 | | |
| | Balances at September 30, 2019 | | Balances at September 30, 2019 | 300,075,999 | | | $ | 3,000 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,788,950 | | | $ | (473,893) | | | $ | 6,862 | | | $ | 5,325,279 | | | $ | 681,910 | | | $ | 6,007,189 | |
American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class A common shares | | Class B common shares | | Preferred shares | | | | | | | | | | | | |
| Number
of shares | | Amount | | Number
of shares | | Amount | | Number
of shares | | Amount | | Additional
paid-in
capital | | Accumulated
deficit | | Accumulated other comprehensive income | | Shareholders’
equity | | Noncontrolling
interest | | Total
equity |
| Balances at December 31, 2019 | 300,107,599 | | | $ | 3,001 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,790,775 | | | $ | (465,368) | | | $ | 6,658 | | | $ | 5,335,426 | | | $ | 683,364 | | | $ | 6,018,790 | |
| Share-based compensation | — | | | — | | | — | | | — | | | — | | | — | | | 1,808 | | | — | | | — | | | 1,808 | | | — | | | 1,808 | |
| Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | 208,010 | | | 2 | | | — | | | — | | | — | | | — | | | (165) | | | — | | | — | | | (163) | | | — | | | (163) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Distributions to equity holders: | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred shares (Note 10) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (13,782) | | | — | | | (13,782) | | | — | | | (13,782) | |
| Noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,602) | | | (2,602) | |
| Common shares ($0.05 per share) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (15,088) | | | — | | | (15,088) | | | — | | | (15,088) | |
Cumulative effect of adoption of ASU 2016-13 (Notes 2 and 6) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,494) | | | — | | | (1,494) | | | — | | | (1,494) | |
| Net income | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 34,026 | | | — | | | 34,026 | | | 3,501 | | | 37,527 | |
| Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (206) | | | (206) | | | (35) | | | (241) | |
| Balances at March 31, 2020 | 300,315,609 | | | $ | 3,003 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,792,418 | | | $ | (461,706) | | | $ | 6,452 | | | $ | 5,340,527 | | | $ | 684,228 | | | $ | 6,024,755 | |
| Share-based compensation | — | | | — | | | — | | | — | | | — | | | — | | | 2,090 | | | — | | | — | | | 2,090 | | | — | | | 2,090 | |
| Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | 197,334 | | | 2 | | | — | | | — | | | — | | | — | | | 2,876 | | | — | | | — | | | 2,878 | | | — | | | 2,878 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Distributions to equity holders: | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred shares (Note 10) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (13,782) | | | — | | | (13,782) | | | — | | | (13,782) | |
| Noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,601) | | | (2,601) | |
| Common shares ($0.05 per share) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (15,098) | | | — | | | (15,098) | | | — | | | (15,098) | |
| Net income | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 29,151 | | | — | | | 29,151 | | | 2,656 | | | 31,807 | |
| Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (205) | | | (205) | | | (35) | | | (240) | |
| Balances at June 30, 2020 | 300,512,943 | | | $ | 3,005 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,797,384 | | | $ | (461,435) | | | $ | 6,247 | | | $ | 5,345,561 | | | $ | 684,248 | | | $ | 6,029,809 | |
American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Class A common shares | | Class B common shares | | Preferred shares | | | | | | | | | | | | |
| Number
of shares | | Amount | | Number
of shares | | Amount | | Number
of shares | | Amount | | Additional
paid-in
capital | | Accumulated
deficit | | Accumulated other comprehensive income | | Shareholders’
equity | | Noncontrolling
interest | | Total
equity |
| Balances at June 30, 2020 | 300,512,943 | | | $ | 3,005 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 5,797,384 | | | $ | (461,435) | | | $ | 6,247 | | | $ | 5,345,561 | | | $ | 684,248 | | | $ | 6,029,809 | |
| Share-based compensation | — | | | — | | | — | | | — | | | — | | | — | | | 2,170 | | | — | | | — | | | 2,170 | | | — | | | 2,170 | |
| Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | 78,994 | | | 1 | | | — | | | — | | | — | | | — | | | 1,245 | | | — | | | — | | | 1,246 | | | — | | | 1,246 | |
| Issuance of Class A common shares, net of offering costs of $0.6 million | 15,036,130 | | | 150 | | | — | | | — | | | — | | | — | | | 413,350 | | | — | | | — | | | 413,500 | | | — | | | 413,500 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Distributions to equity holders: | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred shares (Note 10) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (13,782) | | | — | | | (13,782) | | | — | | | (13,782) | |
| Noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,602) | | | (2,602) | |
| Common shares ($0.05 per share) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (15,814) | | | — | | | (15,814) | | | — | | | (15,814) | |
| Net income | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 36,334 | | | — | | | 36,334 | | | 3,819 | | | 40,153 | |
| Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (206) | | | (206) | | | (35) | | | (241) | |
| Balances at September 30, 2020 | 315,628,067 | | | $ | 3,156 | | | 635,075 | | | $ | 6 | | | 35,350,000 | | | $ | 354 | | | $ | 6,214,149 | | | $ | (454,697) | | | $ | 6,041 | | | $ | 5,769,009 | | | $ | 685,430 | | | $ | 6,454,439 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
| | | For the Three Months Ended
March 31, | | | For the Nine Months Ended
September 30, |
| | | 2020 | | 2019 | | 2020 | | 2019 |
| Operating activities | Operating activities | | | | | | Operating activities | | | |
| Net income | Net income | $ | 37,527 | | | $ | 33,091 | | Net income | $ | 109,487 | | | $ | 114,796 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | Adjustments to reconcile net income to net cash provided by operating activities: | | Adjustments to reconcile net income to net cash provided by operating activities: | |
| Depreciation and amortization | Depreciation and amortization | 82,821 | | | 81,161 | | Depreciation and amortization | 254,653 | | | 246,074 | |
| Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument | Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument | 1,849 | | | 1,810 | | Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument | 5,564 | | | 5,588 | |
| Noncash share-based compensation | Noncash share-based compensation | 1,808 | | | 952 | | Noncash share-based compensation | 6,068 | | | 3,509 | |
| | Equity in net losses of unconsolidated joint ventures | 1,231 | | | 26 | | |
| Loss on early extinguishment of debt | | Loss on early extinguishment of debt | 0 | | | 659 | |
| Equity in net losses (income) of unconsolidated joint ventures | | Equity in net losses (income) of unconsolidated joint ventures | 963 | | | (771) | |
| Net gain on sale of single-family properties and other | Net gain on sale of single-family properties and other | (10,765) | | | (5,649) | | Net gain on sale of single-family properties and other | (33,838) | | | (32,895) | |
| Loss on impairment of single-family properties and other | Loss on impairment of single-family properties and other | 4,446 | | | 504 | | Loss on impairment of single-family properties and other | 5,316 | | | 3,083 | |
| | Other changes in operating assets and liabilities: | Other changes in operating assets and liabilities: | | Other changes in operating assets and liabilities: | |
| Rent and other receivables | Rent and other receivables | (3,746) | | | (3,801) | | Rent and other receivables | (20,997) | | | (9,468) | |
| Prepaid expenses and other assets | Prepaid expenses and other assets | (5,980) | | | (1,096) | | Prepaid expenses and other assets | 7,879 | | | (2,741) | |
| Deferred leasing costs | Deferred leasing costs | (910) | | | (999) | | Deferred leasing costs | (3,059) | | | (3,244) | |
| Accounts payable and accrued expenses | Accounts payable and accrued expenses | 18,397 | | | 42,010 | | Accounts payable and accrued expenses | 96,401 | | | 95,502 | |
| Amounts payable to affiliates | (182) | | | (73) | | |
| Amounts due from related parties | | Amounts due from related parties | (1,026) | | | 323 | |
| Net cash provided by operating activities | Net cash provided by operating activities | 126,496 | | | 147,936 | | Net cash provided by operating activities | 427,411 | | | 420,415 | |
| | Investing activities | Investing activities | | | | | | Investing activities | | | |
| Cash paid for single-family properties | Cash paid for single-family properties | (102,575) | | | (57,740) | | Cash paid for single-family properties | (170,633) | | | (77,883) | |
| Change in escrow deposits for purchase of single-family properties | Change in escrow deposits for purchase of single-family properties | 2,259 | | | (870) | | Change in escrow deposits for purchase of single-family properties | 2,604 | | | (4,543) | |
| Net proceeds received from sales of single-family properties and other | Net proceeds received from sales of single-family properties and other | 81,257 | | | 32,919 | | Net proceeds received from sales of single-family properties and other | 185,033 | | | 151,502 | |
| Proceeds received from hurricane-related insurance claims | Proceeds received from hurricane-related insurance claims | 3,408 | | | — | | Proceeds received from hurricane-related insurance claims | 3,705 | | | 2,171 | |
| Investment in unconsolidated joint ventures | Investment in unconsolidated joint ventures | (1,000) | | | — | | Investment in unconsolidated joint ventures | (15,667) | | | (4,768) | |
| Distributions from joint ventures | Distributions from joint ventures | 887 | | | 282 | | Distributions from joint ventures | 81,153 | | | 17,393 | |
| | Renovations to single-family properties | Renovations to single-family properties | (858) | | | (9,727) | | Renovations to single-family properties | (11,022) | | | (19,332) | |
| Recurring and other capital expenditures for single-family properties | Recurring and other capital expenditures for single-family properties | (21,224) | | | (15,703) | | Recurring and other capital expenditures for single-family properties | (79,077) | | | (52,067) | |
| Cash paid for development activity | Cash paid for development activity | (138,957) | | | (79,990) | | Cash paid for development activity | (420,496) | | | (236,398) | |
| Other purchases of productive assets | Other purchases of productive assets | (2,411) | | | (40) | | Other purchases of productive assets | (12,692) | | | (171) | |
| Net cash used for investing activities | Net cash used for investing activities | (179,214) | | | (130,869) | | Net cash used for investing activities | (437,092) | | | (224,096) | |
| | Financing activities | Financing activities | | | | | | Financing activities | | | |
| | Proceeds from issuance of Class A common shares | | Proceeds from issuance of Class A common shares | 414,100 | | | 0 | |
| Payments of Class A common share issuance costs | | Payments of Class A common share issuance costs | (600) | | | 0 | |
| | Proceeds from exercise of stock options | Proceeds from exercise of stock options | 1,449 | | | 60 | | Proceeds from exercise of stock options | 5,599 | | | 11,105 | |
| Payments related to tax withholding for share-based compensation | Payments related to tax withholding for share-based compensation | (1,612) | | | (830) | | Payments related to tax withholding for share-based compensation | (1,638) | | | (834) | |
| | Payments on asset-backed securitizations | Payments on asset-backed securitizations | (5,435) | | | (5,556) | | Payments on asset-backed securitizations | (17,110) | | | (16,287) | |
| Proceeds from revolving credit facility | Proceeds from revolving credit facility | 105,000 | | | — | | Proceeds from revolving credit facility | 130,000 | | | 0 | |
| Payments on revolving credit facility | Payments on revolving credit facility | — | | | (250,000) | | Payments on revolving credit facility | (130,000) | | | (250,000) | |
| | Payments on term loan facility | | Payments on term loan facility | 0 | | | (100,000) | |
| | Proceeds from unsecured senior notes, net of discount | Proceeds from unsecured senior notes, net of discount | — | | | 397,944 | | Proceeds from unsecured senior notes, net of discount | 0 | | | 397,944 | |
| | Distributions to noncontrolling interests | Distributions to noncontrolling interests | (5,178) | | | (2,748) | | Distributions to noncontrolling interests | (10,381) | | | (10,701) | |
| Distributions to common shareholders | Distributions to common shareholders | (30,114) | | | (14,832) | | Distributions to common shareholders | (61,035) | | | (59,832) | |
| Distributions to preferred shareholders | Distributions to preferred shareholders | (13,782) | | | — | | Distributions to preferred shareholders | (41,346) | | | (41,346) | |
| Deferred financing costs paid | Deferred financing costs paid | — | | | (3,572) | | Deferred financing costs paid | 0 | | | (3,572) | |
| Net cash provided by financing activities | 50,328 | | | 120,466 | | |
| Net cash provided by (used for) financing activities | | Net cash provided by (used for) financing activities | 287,589 | | | (73,523) | |
| | Net (decrease) increase in cash, cash equivalents and restricted cash | (2,390) | | | 137,533 | | |
| Net increase in cash, cash equivalents and restricted cash | | Net increase in cash, cash equivalents and restricted cash | 277,908 | | | 122,796 | |
| Cash, cash equivalents and restricted cash, beginning of period (see Note 3) | Cash, cash equivalents and restricted cash, beginning of period (see Note 3) | 164,119 | | | 175,214 | | Cash, cash equivalents and restricted cash, beginning of period (see Note 3) | 164,119 | | | 175,214 | |
| Cash, cash equivalents and restricted cash, end of period (see Note 3) | Cash, cash equivalents and restricted cash, end of period (see Note 3) | $ | 161,729 | | | $ | 312,747 | | Cash, cash equivalents and restricted cash, end of period (see Note 3) | $ | 442,027 | | | $ | 298,010 | |
American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
| | | For the Three Months Ended
March 31, | | | For the Nine Months Ended
September 30, |
| | 2020 | | 2019 | | 2020 | | 2019 |
| Supplemental cash flow information | Supplemental cash flow information | | | | Supplemental cash flow information | | | |
| Cash payments for interest, net of amounts capitalized | Cash payments for interest, net of amounts capitalized | $ | (37,987) | | | $ | (32,042) | | Cash payments for interest, net of amounts capitalized | $ | (93,261) | | | $ | (93,901) | |
| | Supplemental schedule of noncash investing and financing activities | Supplemental schedule of noncash investing and financing activities | | | | Supplemental schedule of noncash investing and financing activities | | | |
| Accrued property renovations and development expenditures | Accrued property renovations and development expenditures | $ | 9,618 | | | $ | 6,769 | | Accrued property renovations and development expenditures | $ | 14,861 | | | $ | 14,822 | |
| Transfers of completed homebuilding deliveries to properties | Transfers of completed homebuilding deliveries to properties | 75,498 | | | 23,055 | | Transfers of completed homebuilding deliveries to properties | 263,329 | | | 107,445 | |
| Property and land contributions to an unconsolidated joint venture | 9,835 | | | — | | |
| Property and land contributions to unconsolidated joint ventures | | Property and land contributions to unconsolidated joint ventures | (79,370) | | | (18,599) | |
| Note receivable related to a bulk sale of properties, net of discount | | Note receivable related to a bulk sale of properties, net of discount | 0 | | | 29,474 | |
| | Accrued distributions to affiliates | — | | | 4,768 | | |
| Accrued distributions to non-affiliates | Accrued distributions to non-affiliates | 41 | | | 26,633 | | Accrued distributions to non-affiliates | 32 | | | 59 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
American Homes 4 Rent, L.P.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except unit data)
| | | | | | | | | | | |
| March 31, 2020 | | December 31, 2019 |
| (Unaudited) | | |
| Assets | | | |
| Single-family properties: | | | |
| Land | $ | 1,784,804 | | | $ | 1,756,504 | |
| Buildings and improvements | 7,814,877 | | | 7,691,877 | |
| Single-family properties in operation | 9,599,681 | | | 9,448,381 | |
| Less: accumulated depreciation | (1,532,306) | | | (1,462,105) | |
| Single-family properties in operation, net | 8,067,375 | | | 7,986,276 | |
| Single-family properties under development and development land | 407,456 | | | 355,427 | |
| Single-family properties held for sale, net | 172,045 | | | 209,828 | |
| Total real estate assets, net | 8,646,876 | | | 8,551,531 | |
| Cash and cash equivalents | 33,108 | | | 37,575 | |
| Restricted cash | 128,621 | | | 126,544 | |
| Rent and other receivables | 29,956 | | | 29,618 | |
| Escrow deposits, prepaid expenses and other assets | 151,326 | | | 140,681 | |
| Investments in unconsolidated joint ventures | 65,533 | | | 67,935 | |
| Amounts due from affiliates | 25,666 | | | 25,946 | |
| Goodwill | 120,279 | | | 120,279 | |
| Total assets | $ | 9,201,365 | | | $ | 9,100,109 | |
| | | |
| Liabilities | | | |
| Revolving credit facility | $ | 105,000 | | | $ | — | |
| | | |
| Asset-backed securitizations, net | 1,940,869 | | | 1,945,044 | |
| Unsecured senior notes, net | 888,791 | | | 888,453 | |
| Accounts payable and accrued expenses | 241,950 | | | 243,193 | |
| Amounts payable to affiliates | — | | | 4,629 | |
| Total liabilities | 3,176,610 | | | 3,081,319 | |
| | | |
| Commitments and contingencies (see Note 15) | | | |
| | | |
| Capital | | | |
| Partners’ capital: | | | |
| General partner: | | | |
| Common units (300,950,684 and 300,742,674 units issued and outstanding at March 31, 2020 and December 31, 2019, respectively) | 4,479,640 | | | 4,474,333 | |
| Preferred units (35,350,000 units issued and outstanding at March 31, 2020 and December 31, 2019) | 854,435 | | | 854,435 | |
| Limited partner: | | | |
| Common units (52,026,980 units issued and outstanding at March 31, 2020 and December 31, 2019) | 683,098 | | | 682,199 | |
| Accumulated other comprehensive income | 7,582 | | | 7,823 | |
| Total capital | 6,024,755 | | | 6,018,790 | |
| | | |
| Total liabilities and capital | $ | 9,201,365 | | | $ | 9,100,109 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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
March 31, | | | | | | |
| 2020 | | 2019 | | | | |
| Revenues: | | | | | | | |
| Rents and other single-family property revenues | $ | 287,342 | | | $ | 277,694 | | | | | |
| Other | 2,252 | | | 1,510 | | | | | |
| Total revenues | 289,594 | | | 279,204 | | | | | |
| | | | | | | |
| Expenses: | | | | | | | |
| Property operating expenses | 107,497 | | | 106,684 | | | | | |
| Property management expenses | 23,276 | | | 20,709 | | | | | |
| General and administrative expense | 11,266 | | | 9,435 | | | | | |
| Interest expense | 29,715 | | | 31,915 | | | | | |
| Acquisition and other transaction costs | 2,147 | | | 834 | | | | | |
| Depreciation and amortization | 82,821 | | | 81,161 | | | | | |
| | | | | | | |
| Other | 6,110 | | | 1,024 | | | | | |
| Total expenses | 262,832 | | | 251,762 | | | | | |
| | | | | | | |
| Gain on sale of single-family properties and other, net | 10,765 | | | 5,649 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net income | 37,527 | | | 33,091 | | | | | |
| | | | | | | |
| | | | | | | |
| Preferred distributions | 13,782 | | | 13,782 | | | | | |
| | | | | | | |
| | | | | | | |
| Net income attributable to common unitholders | $ | 23,745 | | | $ | 19,309 | | | | | |
| | | | | | | |
| Weighted-average common units outstanding: | | | | | | | |
| Basic | 352,840,049 | | | 352,000,581 | | | | | |
| Diluted | 353,332,048 | | | 352,611,767 | | | | | |
| | | | | | | |
| Net income attributable to common unitholders per unit: | | | | | | | |
| Basic | $ | 0.07 | | | $ | 0.05 | | | | | |
| Diluted | $ | 0.07 | | | $ | 0.05 | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Comprehensive Income (Loss)Balance Sheets
(Amounts in thousands)thousands, except unit data)
(Unaudited)
| | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
| (Unaudited) | | |
| Assets | | | |
| Single-family properties: | | | |
| Land | $ | 1,813,951 | | | $ | 1,756,504 | |
| Buildings and improvements | 8,022,817 | | | 7,691,877 | |
| Single-family properties in operation | 9,836,768 | | | 9,448,381 | |
| Less: accumulated depreciation | (1,677,831) | | | (1,462,105) | |
| Single-family properties in operation, net | 8,158,937 | | | 7,986,276 | |
| Single-family properties under development and development land | 449,867 | | | 355,427 | |
| Single-family properties held for sale, net | 146,447 | | | 209,828 | |
| Total real estate assets, net | 8,755,251 | | | 8,551,531 | |
| Cash and cash equivalents | 315,808 | | | 37,575 | |
| Restricted cash | 126,219 | | | 126,544 | |
| Rent and other receivables | 46,908 | | | 29,618 | |
| Escrow deposits, prepaid expenses and other assets | 135,251 | | | 140,681 | |
| Investments in unconsolidated joint ventures | 74,981 | | | 67,935 | |
| Amounts due from affiliates | 25,666 | | | 25,946 | |
| Goodwill | 120,279 | | | 120,279 | |
| Total assets | $ | 9,600,363 | | | $ | 9,100,109 | |
| | | |
| Liabilities | | | |
| Revolving credit facility | $ | 0 | | | $ | 0 | |
| | | |
| Asset-backed securitizations, net | 1,931,725 | | | 1,945,044 | |
| Unsecured senior notes, net | 889,467 | | | 888,453 | |
| Accounts payable and accrued expenses | 324,732 | | | 243,193 | |
| Amounts payable to affiliates | 0 | | | 4,629 | |
| Total liabilities | 3,145,924 | | | 3,081,319 | |
| | | |
| Commitments and contingencies (see Note 15) | | | |
| | | |
| Capital | | | |
| Partners’ capital: | | | |
| General partner: | | | |
| Common units (316,263,142 and 300,742,674 units issued and outstanding at September 30, 2020 and December 31, 2019, respectively) | 4,908,533 | | | 4,474,333 | |
| Preferred units (35,350,000 units issued and outstanding at September 30, 2020 and December 31, 2019) | 854,435 | | | 854,435 | |
| Limited partner: | | | |
| Common units (52,026,980 units issued and outstanding at September 30, 2020 and December 31, 2019) | 684,370 | | | 682,199 | |
| Accumulated other comprehensive income | 7,101 | | | 7,823 | |
| Total capital | 6,454,439 | | | 6,018,790 | |
| | | |
| Total liabilities and capital | $ | 9,600,363 | | | $ | 9,100,109 | |
| | | | | | | | | | | | | | | |
| For the Three Months Ended
March 31, | | | | | | |
| 2020 | | 2019 | | | | |
| Net income | $ | 37,527 | | | $ | 33,091 | | | | | |
| Other comprehensive loss: | | | | | | | |
| Gain on cash flow hedging instruments: | | | | | | | |
| | | | | | | |
| Reclassification adjustment for amortization of interest expense included in net income | (241) | | | (241) | | | | | |
| | | | | | | |
| | | | | | | |
| Other comprehensive loss | (241) | | | (241) | | | | | |
| Comprehensive income | 37,286 | | | 32,850 | | | | | |
| | | | | | | |
| Preferred distributions | 13,782 | | | 13,782 | | | | | |
| | | | | | | |
| Comprehensive income attributable to common unitholders | $ | 23,504 | | | $ | 19,068 | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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, |
| 2020 | | 2019 | | 2020 | | 2019 |
| Revenues: | | | | | | | |
| Rents and other single-family property revenues | $ | 307,932 | | | $ | 293,064 | | | $ | 875,963 | | | $ | 850,672 | |
| Other | 2,877 | | | 5,240 | | | 7,538 | | | 8,696 | |
| Total revenues | 310,809 | | | 298,304 | | | 883,501 | | | 859,368 | |
| | | | | | | |
| Expenses: | | | | | | | |
| Property operating expenses | 126,174 | | | 119,791 | | | 344,107 | | | 331,066 | |
| Property management expenses | 21,976 | | | 22,727 | | | 67,512 | | | 65,086 | |
| General and administrative expense | 12,570 | | | 11,107 | | | 35,329 | | | 31,028 | |
| Interest expense | 29,267 | | | 31,465 | | | 88,540 | | | 95,951 | |
| Acquisition and other transaction costs | 1,616 | | | 651 | | | 5,719 | | | 2,455 | |
| Depreciation and amortization | 86,996 | | | 82,073 | | | 254,653 | | | 246,074 | |
| | | | | | | |
| Other | 4,479 | | | 2,610 | | | 11,992 | | | 5,148 | |
| Total expenses | 283,078 | | | 270,424 | | | 807,852 | | | 776,808 | |
| | | | | | | |
| Gain on sale of single-family properties and other, net | 12,422 | | | 13,521 | | | 33,838 | | | 32,895 | |
| Loss on early extinguishment of debt | 0 | | | 0 | | | 0 | | | (659) | |
| | | | | | | |
| | | | | | | |
| Net income | 40,153 | | | 41,401 | | | 109,487 | | | 114,796 | |
| | | | | | | |
| | | | | | | |
| Preferred distributions | 13,782 | | | 13,782 | | | 41,346 | | | 41,346 | |
| | | | | | | |
| | | | | | | |
| Net income attributable to common unitholders | $ | 26,371 | | | $ | 27,619 | | | $ | 68,141 | | | $ | 73,450 | |
| | | | | | | |
| Weighted-average common units outstanding: | | | | | | | |
| Basic | 360,107,206 | | | 352,714,480 | | | 355,346,033 | | | 352,362,220 | |
| Diluted | 360,568,482 | | | 353,166,357 | | | 355,802,536 | | | 352,867,308 | |
| | | | | | | |
| Net income attributable to common unitholders per unit: | | | | | | | |
| Basic | $ | 0.07 | | | $ | 0.08 | | | $ | 0.19 | | | $ | 0.21 | |
| Diluted | $ | 0.07 | | | $ | 0.08 | | | $ | 0.19 | | | $ | 0.21 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended
September 30, | | For the Nine Months Ended
September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
| Net income | $ | 40,153 | | | $ | 41,401 | | | $ | 109,487 | | | $ | 114,796 | |
| Other comprehensive loss: | | | | | | | |
| Gain on cash flow hedging instrument: | | | | | | | |
| | | | | | | |
| Reclassification adjustment for amortization of interest expense included in net income | (241) | | | (241) | | | (722) | | | (722) | |
| | | | | | | |
| | | | | | | |
| Other comprehensive loss | (241) | | | (241) | | | (722) | | | (722) | |
| Comprehensive income | 39,912 | | | 41,160 | | | 108,765 | | | 114,074 | |
| | | | | | | |
| Preferred distributions | 13,782 | | | 13,782 | | | 41,346 | | | 41,346 | |
| | | | | | | |
| Comprehensive income attributable to common unitholders | $ | 26,130 | | | $ | 27,378 | | | $ | 67,419 | | | $ | 72,728 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Capital
(Amounts in thousands, except unit data)
(Unaudited)
| | | General Partner | | | Limited Partners | | | Accumulated other comprehensive income | | | Total capital | | General Partner | | Limited Partners | | Accumulated other comprehensive income | | | Total capital |
| | Common capital | | | Preferred capital amount | | Common capital | | | | | | | Common capital | | Preferred capital amount | | Common capital | | | Total capital |
| | Number of units | | Amount | | | | Number of units | | Amount | | | | | Accumulated other comprehensive income | | Total capital | | Number of units | | Amount | | Preferred capital amount | | Number of units | Amount | | Accumulated other comprehensive income | | Total capital |
| Balances at December 31, 2018 | Balances at December 31, 2018 | 296,649,621 | | | $ | 4,390,137 | | | $ | 854,435 | | | 55,316,826 | | | $ | 720,384 | | | $ | 8,786 | | | | $ | 5,973,742 | | 296,649,621 | | | 4,390,137 | | | $ | 854,435 | | | 55,316,826 | | $ | 720,384 | | | $ | 8,786 | | | | $ | 5,973,742 | |
| Share-based compensation | Share-based compensation | — | | | 952 | | | — | | | — | | | — | | | — | | | | 952 | | — | | | 952 | | | — | | | — | | | — | | | — | | | | 952 | |
| Common units issued under share-based compensation plans, net of units withheld for employee taxes | Common units issued under share-based compensation plans, net of units withheld for employee taxes | 77,830 | | | (760) | | | — | | | — | | | — | | | — | | | | (760) | | Common units issued under share-based compensation plans, net of units withheld for employee taxes | 77,830 | | | (760) | | | — | | | — | | | — | | | — | | | | (760) | |
| Redemptions of Class A units | Redemptions of Class A units | 500,000 | | | 6,510 | | | — | | | (500,000) | | | (6,510) | | | — | | | | — | | Redemptions of Class A units | 500,000 | | | 6,510 | | | — | | | (500,000) | | | (6,510) | | | — | | | | 0 | |
| Distributions to capital holders: | Distributions to capital holders: | | | | Distributions to capital holders: | | | |
| Preferred units (Note 10) | Preferred units (Note 10) | — | | | — | | | (13,782) | | | — | | | — | | | — | | | | (13,782) | | Preferred units (Note 10) | — | | | — | | | (13,782) | | | — | | | — | | | — | | | | (13,782) | |
| Common units ($0.05 per unit) | Common units ($0.05 per unit) | — | | | (14,889) | | | — | | | — | | | (2,741) | | | — | | | | (17,630) | | Common units ($0.05 per unit) | — | | | (14,889) | | | — | | | — | | | (2,741) | | | — | | | | (17,630) | |
| Net income | Net income | — | | | 16,283 | | | 13,782 | | | — | | | 3,026 | | | — | | | | 33,091 | | Net income | — | | | 16,283 | | | 13,782 | | | — | | | 3,026 | | | — | | | | 33,091 | |
| Total other comprehensive loss | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (241) | | | | (241) | | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (241) | | | | (241) | |
| Balances at March 31, 2019 | Balances at March 31, 2019 | 297,227,451 | | | $ | 4,398,233 | | | $ | 854,435 | | | 54,816,826 | | | $ | 714,159 | | | $ | 8,545 | | | | $ | 5,975,372 | | Balances at March 31, 2019 | 297,227,451 | | | $ | 4,398,233 | | | $ | 854,435 | | | 54,816,826 | | | $ | 714,159 | | | $ | 8,545 | | | | $ | 5,975,372 | |
| Share-based compensation | | Share-based compensation | — | | | 1,269 | | | — | | | — | | | — | | | — | | | | 1,269 | |
| Common units issued under share-based compensation plans, net of units withheld for employee taxes | | Common units issued under share-based compensation plans, net of units withheld for employee taxes | 645,567 | | | 10,263 | | | — | | | — | | | — | | | — | | | | 10,263 | |
| | Redemptions of Class A units | | Redemptions of Class A units | 2,589,846 | | | 33,736 | | | — | | | (2,589,846) | | | (33,736) | | | — | | | | 0 | |
| Distributions to capital holders: | | Distributions to capital holders: | | | |
| Preferred units (Note 10) | | Preferred units (Note 10) | — | | | — | | | (13,782) | | | — | | | — | | | — | | | | (13,782) | |
| Common units ($0.05 per unit) | | Common units ($0.05 per unit) | — | | | (15,052) | | | — | | | — | | | (2,611) | | | — | | | | (17,663) | |
| Net income | | Net income | — | | | 22,518 | | | 13,782 | | | — | | | 4,004 | | | — | | | | 40,304 | |
| Total other comprehensive loss | | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (240) | | | | (240) | |
| Balances at June 30, 2019 | | Balances at June 30, 2019 | 300,462,864 | | | $ | 4,450,967 | | | $ | 854,435 | | | 52,226,980 | | | $ | 681,816 | | | $ | 8,305 | | | | $ | 5,995,523 | |
| Share-based compensation | | Share-based compensation | — | | | 1,288 | | | — | | | — | | | — | | | — | | | | 1,288 | |
| | Common units issued under share-based compensation plans, net of units withheld for employee taxes | | Common units issued under share-based compensation plans, net of units withheld for employee taxes | 48,210 | | | 660 | | | — | | | — | | | — | | | — | | | | 660 | |
| Redemptions of Class A units | | Redemptions of Class A units | 200,000 | | | 2,606 | | | — | | | (200,000) | | | (2,606) | | | — | | | | 0 | |
| | Distributions to capital holders: | | Distributions to capital holders: | | | |
| Preferred units (Note 10) | | Preferred units (Note 10) | — | | | — | | | (13,782) | | | — | | | — | | | — | | | | (13,782) | |
| Common units ($0.05 per unit) | | Common units ($0.05 per unit) | — | | | (15,059) | | | — | | | — | | | (2,601) | | | — | | | | (17,660) | |
| | Net income | | Net income | — | | | 23,520 | | | 13,782 | | | — | | | 4,099 | | | — | | | | 41,401 | |
| | Total other comprehensive loss | | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (241) | | | | (241) | |
| | Balances at September 30, 2019 | | Balances at September 30, 2019 | 300,711,074 | | | $ | 4,463,982 | | | $ | 854,435 | | | 52,026,980 | | | $ | 680,708 | | | $ | 8,064 | | | | $ | 6,007,189 | |
|
American Homes 4 Rent, L.P.
Condensed Consolidated StatementStatements of Capital (continued)
(Amounts in thousands, except unit data)
(Unaudited)
| | | General Partner | | | Limited Partners | | | Accumulated other comprehensive income | | Total capital | | General Partner | | Limited Partners | | Accumulated other comprehensive income | | Total capital |
| | Common capital | | | Preferred capital amount | | Common capital | | | | | | | Common capital | | Preferred capital amount | | Common capital | |
| | Number of units | | Amount | | | | Number of units | | Amount | | | | | Accumulated other comprehensive income | Total capital | Number of units | | Amount | | Preferred capital amount | | Number of units | Amount | | Accumulated other comprehensive income | Total capital |
| Balances at December 31, 2019 | Balances at December 31, 2019 | 300,742,674 | | | $ | 4,474,333 | | | $ | 854,435 | | | 52,026,980 | | | $ | 682,199 | | | $ | 7,823 | | | $ | 6,018,790 | | Balances at December 31, 2019 | 300,742,674 | 4,474,333 | | | $ | 854,435 | | | 52,026,980 | | $ | 682,199 | | | $ | 7,823 | | | $ | 6,018,790 | |
| Share-based compensation | Share-based compensation | — | | | 1,808 | | | — | | | — | | | — | | | — | | | 1,808 | | Share-based compensation | — | 1,808 | | | — | | | — | | | — | | | — | | | 1,808 | |
| Common units issued under share-based compensation plans, net of units withheld for employee taxes | Common units issued under share-based compensation plans, net of units withheld for employee taxes | 208,010 | | | (163) | | | — | | | — | | | — | | | — | | | (163) | | Common units issued under share-based compensation plans, net of units withheld for employee taxes | 208,010 | | | (163) | | | — | | | — | | | — | | | — | | | (163) | |
| | Distributions to capital holders: | Distributions to capital holders: | | Distributions to capital holders: | |
| Preferred units (Note 10) | Preferred units (Note 10) | — | | | — | | | (13,782) | | | — | | | — | | | — | | | (13,782) | | Preferred units (Note 10) | — | | | — | | | (13,782) | | | — | | | — | | | — | | | (13,782) | |
| Common units ($0.05 per unit) | Common units ($0.05 per unit) | — | | | (15,088) | | | — | | | — | | | (2,602) | | | — | | | (17,690) | | Common units ($0.05 per unit) | — | | | (15,088) | | | — | | | — | | | (2,602) | | | — | | | (17,690) | |
| Cumulative effect of adoption of ASU 2016-13 (Notes 2 and 6) | Cumulative effect of adoption of ASU 2016-13 (Notes 2 and 6) | — | | | (1,494) | | | — | | | — | | | — | | | — | | | (1,494) | | Cumulative effect of adoption of ASU 2016-13 (Notes 2 and 6) | — | | | (1,494) | | | — | | | — | | | — | | | — | | | (1,494) | |
| Net income | Net income | — | | | 20,244 | | | 13,782 | | | — | | | 3,501 | | | — | | | 37,527 | | Net income | — | | | 20,244 | | | 13,782 | | | — | | | 3,501 | | | — | | | 37,527 | |
| Total other comprehensive loss | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (241) | | | (241) | | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (241) | | | (241) | |
| Balances at March 31, 2020 | Balances at March 31, 2020 | 300,950,684 | | | $ | 4,479,640 | | | $ | 854,435 | | | 52,026,980 | | | $ | 683,098 | | | $ | 7,582 | | | $ | 6,024,755 | | Balances at March 31, 2020 | 300,950,684 | | | $ | 4,479,640 | | | $ | 854,435 | | | 52,026,980 | | | $ | 683,098 | | | $ | 7,582 | | | $ | 6,024,755 | |
| Share-based compensation | | Share-based compensation | — | | | 2,090 | | | — | | | — | | | — | | | — | | | 2,090 | |
| Common units issued under share-based compensation plans, net of units withheld for employee taxes | | Common units issued under share-based compensation plans, net of units withheld for employee taxes | 197,334 | | | 2,878 | | | — | | | — | | | — | | | — | | | 2,878 | |
| | Distributions to capital holders: | | Distributions to capital holders: | |
| Preferred units (Note 10) | | Preferred units (Note 10) | — | | | — | | | (13,782) | | | — | | | — | | | — | | | (13,782) | |
| Common units ($0.05 per unit) | | Common units ($0.05 per unit) | — | | | (15,098) | | | — | | | — | | | (2,601) | | | — | | | (17,699) | |
| Net income | | Net income | — | | | 15,369 | | | 13,782 | | | — | | | 2,656 | | | — | | | 31,807 | |
| Total other comprehensive loss | | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (240) | | | (240) | |
| Balances at June 30, 2020 | | Balances at June 30, 2020 | 301,148,018 | | | $ | 4,484,879 | | | $ | 854,435 | | | 52,026,980 | | | $ | 683,153 | | | $ | 7,342 | | | $ | 6,029,809 | |
| Share-based compensation | | Share-based compensation | — | | | 2,170 | | | — | | | — | | | — | | | — | | | 2,170 | |
| | Common units issued under share-based compensation plans, net of units withheld for employee taxes | | Common units issued under share-based compensation plans, net of units withheld for employee taxes | 78,994 | | | 1,246 | | | — | | | — | | | — | | | — | | | 1,246 | |
| | Issuance of Class A common units, net of offering costs of $0.6 million | | Issuance of Class A common units, net of offering costs of $0.6 million | 15,036,130 | | | 413,500 | | | — | | | — | | | — | | | — | | | 413,500 | |
| | Distributions to capital holders: | | Distributions to capital holders: | |
| Preferred units (Note 10) | | Preferred units (Note 10) | — | | | — | | | (13,782) | | | — | | | — | | | — | | | (13,782) | |
| | Common units ($0.05 per unit) | | Common units ($0.05 per unit) | — | | | (15,814) | | | — | | | — | | | (2,602) | | | — | | | (18,416) | |
| | Net income | | Net income | — | | | 22,552 | | | 13,782 | | | — | | | 3,819 | | | — | | | 40,153 | |
| | Total other comprehensive loss | | Total other comprehensive loss | — | | | — | | | — | | | — | | | — | | | (241) | | | (241) | |
| | Balances at September 30, 2020 | | Balances at September 30, 2020 | 316,263,142 | | | $ | 4,908,533 | | | $ | 854,435 | | | 52,026,980 | | | $ | 684,370 | | | $ | 7,101 | | | $ | 6,454,439 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
| | | For the Three Months Ended
March 31, | | | For the Nine Months Ended
September 30, |
| | 2020 | | 2019 | | 2020 | | 2019 |
| Operating activities | Operating activities | | | | Operating activities | | | |
| Net income | Net income | $ | 37,527 | | | $ | 33,091 | | Net income | $ | 109,487 | | | $ | 114,796 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | Adjustments to reconcile net income to net cash provided by operating activities: | | Adjustments to reconcile net income to net cash provided by operating activities: | |
| Depreciation and amortization | Depreciation and amortization | 82,821 | | | 81,161 | | Depreciation and amortization | 254,653 | | | 246,074 | |
| Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument | Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument | 1,849 | | | 1,810 | | Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instrument | 5,564 | | | 5,588 | |
| Noncash share-based compensation | Noncash share-based compensation | 1,808 | | | 952 | | Noncash share-based compensation | 6,068 | | | 3,509 | |
| | Loss on early extinguishment of debt | | Loss on early extinguishment of debt | 0 | | | 659 | |
| | Equity in net losses of unconsolidated joint ventures | 1,231 | | | 26 | | |
| Equity in net losses (income) of unconsolidated joint ventures | | Equity in net losses (income) of unconsolidated joint ventures | 963 | | | (771) | |
| Net gain on sale of single-family properties and other | Net gain on sale of single-family properties and other | (10,765) | | | (5,649) | | Net gain on sale of single-family properties and other | (33,838) | | | (32,895) | |
| Loss on impairment of single-family properties and other | Loss on impairment of single-family properties and other | 4,446 | | | 504 | | Loss on impairment of single-family properties and other | 5,316 | | | 3,083 | |
| | Other changes in operating assets and liabilities: | Other changes in operating assets and liabilities: | | Other changes in operating assets and liabilities: | |
| Rent and other receivables | Rent and other receivables | (3,746) | | | (3,801) | | Rent and other receivables | (20,997) | | | (9,468) | |
| Prepaid expenses and other assets | Prepaid expenses and other assets | (5,980) | | | (1,096) | | Prepaid expenses and other assets | 7,879 | | | (2,741) | |
| Deferred leasing costs | Deferred leasing costs | (910) | | | (999) | | Deferred leasing costs | (3,059) | | | (3,244) | |
| Accounts payable and accrued expenses | Accounts payable and accrued expenses | 18,397 | | | 42,010 | | Accounts payable and accrued expenses | 96,401 | | | 95,502 | |
| Amounts payable to affiliates | (182) | | | (73) | | |
| Amounts due from related parties | | Amounts due from related parties | (1,026) | | | 323 | |
| Net cash provided by operating activities | Net cash provided by operating activities | 126,496 | | | 147,936 | | Net cash provided by operating activities | 427,411 | | | 420,415 | |
| | Investing activities | Investing activities | | Investing activities | |
| Cash paid for single-family properties | Cash paid for single-family properties | (102,575) | | | (57,740) | | Cash paid for single-family properties | (170,633) | | | (77,883) | |
| Change in escrow deposits for purchase of single-family properties | Change in escrow deposits for purchase of single-family properties | 2,259 | | | (870) | | Change in escrow deposits for purchase of single-family properties | 2,604 | | | (4,543) | |
| Net proceeds received from sales of single-family properties and other | Net proceeds received from sales of single-family properties and other | 81,257 | | | 32,919 | | Net proceeds received from sales of single-family properties and other | 185,033 | | | 151,502 | |
| Proceeds received from hurricane-related insurance claims | Proceeds received from hurricane-related insurance claims | 3,408 | | | — | | Proceeds received from hurricane-related insurance claims | 3,705 | | | 2,171 | |
| Investment in unconsolidated joint ventures | Investment in unconsolidated joint ventures | (1,000) | | | — | | Investment in unconsolidated joint ventures | (15,667) | | | (4,768) | |
| Distributions from joint ventures | Distributions from joint ventures | 887 | | | 282 | | Distributions from joint ventures | 81,153 | | | 17,393 | |
| Renovations to single-family properties | Renovations to single-family properties | (858) | | | (9,727) | | Renovations to single-family properties | (11,022) | | | (19,332) | |
| Recurring and other capital expenditures for single-family properties | Recurring and other capital expenditures for single-family properties | (21,224) | | | (15,703) | | Recurring and other capital expenditures for single-family properties | (79,077) | | | (52,067) | |
| Cash paid for development activity | Cash paid for development activity | (138,957) | | | (79,990) | | Cash paid for development activity | (420,496) | | | (236,398) | |
| | Other purchases of productive assets | Other purchases of productive assets | (2,411) | | | (40) | | Other purchases of productive assets | (12,692) | | | (171) | |
| Net cash used for investing activities | Net cash used for investing activities | (179,214) | | | (130,869) | | Net cash used for investing activities | (437,092) | | | (224,096) | |
| | Financing activities | Financing activities | | Financing activities | |
| | Proceeds from issuance of Class A common units | | Proceeds from issuance of Class A common units | 414,100 | | | 0 | |
| Payments of Class A common unit issuance costs | | Payments of Class A common unit issuance costs | (600) | | | 0 | |
| | Proceeds from exercise of stock options | Proceeds from exercise of stock options | 1,449 | | | 60 | | Proceeds from exercise of stock options | 5,599 | | | 11,105 | |
| Payments related to tax withholding for share-based compensation | Payments related to tax withholding for share-based compensation | (1,612) | | | (830) | | Payments related to tax withholding for share-based compensation | (1,638) | | | (834) | |
| | Payments on asset-backed securitizations | Payments on asset-backed securitizations | (5,435) | | | (5,556) | | Payments on asset-backed securitizations | (17,110) | | | (16,287) | |
| Proceeds from revolving credit facility | Proceeds from revolving credit facility | 105,000 | | | — | | Proceeds from revolving credit facility | 130,000 | | | 0 | |
| Payments on revolving credit facility | Payments on revolving credit facility | — | | | (250,000) | | Payments on revolving credit facility | (130,000) | | | (250,000) | |
| | Payments on term loan facility | | Payments on term loan facility | 0 | | | (100,000) | |
| | Proceeds from unsecured senior notes, net of discount | Proceeds from unsecured senior notes, net of discount | — | | | 397,944 | | Proceeds from unsecured senior notes, net of discount | 0 | | | 397,944 | |
| | Distributions to common unitholders | Distributions to common unitholders | (35,292) | | | (17,580) | | Distributions to common unitholders | (71,416) | | | (70,533) | |
| Distributions to preferred unitholders | Distributions to preferred unitholders | (13,782) | | | — | | Distributions to preferred unitholders | (41,346) | | | (41,346) | |
| Deferred financing costs paid | Deferred financing costs paid | — | | | (3,572) | | Deferred financing costs paid | 0 | | | (3,572) | |
| Net cash provided by financing activities | 50,328 | | | 120,466 | | |
| Net cash provided by (used for) financing activities | | Net cash provided by (used for) financing activities | 287,589 | | | (73,523) | |
| | Net (decrease) increase in cash, cash equivalents and restricted cash | (2,390) | | | 137,533 | | |
| Net increase in cash, cash equivalents and restricted cash | | Net increase in cash, cash equivalents and restricted cash | 277,908 | | | 122,796 | |
| Cash, cash equivalents and restricted cash, beginning of period (see Note 3) | Cash, cash equivalents and restricted cash, beginning of period (see Note 3) | 164,119 | | | 175,214 | | Cash, cash equivalents and restricted cash, beginning of period (see Note 3) | 164,119 | | | 175,214 | |
| Cash, cash equivalents and restricted cash, end of period (see Note 3) | Cash, cash equivalents and restricted cash, end of period (see Note 3) | $ | 161,729 | | | $ | 312,747 | | Cash, cash equivalents and restricted cash, end of period (see Note 3) | $ | 442,027 | | | $ | 298,010 | |
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
| | | For the Three Months Ended
March 31, | | | For the Nine Months Ended
September 30, |
| | 2020 | | 2019 | | 2020 | | 2019 |
| Supplemental cash flow information | Supplemental cash flow information | | | | Supplemental cash flow information | | | |
| Cash payments for interest, net of amounts capitalized | Cash payments for interest, net of amounts capitalized | $ | (37,987) | | | $ | (32,042) | | Cash payments for interest, net of amounts capitalized | $ | (93,261) | | | $ | (93,901) | |
| | Supplemental schedule of noncash investing and financing activities | Supplemental schedule of noncash investing and financing activities | | Supplemental schedule of noncash investing and financing activities | |
| Accrued property renovations and development expenditures | Accrued property renovations and development expenditures | $ | 9,618 | | | $ | 6,769 | | Accrued property renovations and development expenditures | $ | 14,861 | | | $ | 14,822 | |
| Transfers of completed homebuilding deliveries to properties | Transfers of completed homebuilding deliveries to properties | 75,498 | | | 23,055 | | Transfers of completed homebuilding deliveries to properties | 263,329 | | | 107,445 | |
| Property and land contributions to an unconsolidated joint venture | 9,835 | | | — | | |
| Property and land contributions to unconsolidated joint ventures | | Property and land contributions to unconsolidated joint ventures | (79,370) | | | (18,599) | |
| Note receivable related to a bulk sale of properties, net of discount | | Note receivable related to a bulk sale of properties, net of discount | 0 | | | 29,474 | |
| | Accrued distributions to affiliates | — | | | 4,768 | | |
| Accrued distributions to non-affiliates | Accrued distributions to non-affiliates | 41 | | | 26,633 | | Accrued distributions to non-affiliates | 32 | | | 59 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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,” our “operating partnership”Partnership” or the “OP”) is the entity through which the Company conducts substantially all of our business and owns, directly or through subsidiaries, substantially all of our assets. References to the “Company,” “we,” “our” and “us” mean collectively AH4R, the Operating Partnership and those entities/subsidiaries owned or controlled by AH4R and/or the Operating Partnership. As of March 31,September 30, 2020, the Company held 52,77653,229 single-family properties in 22 states, including 960813 properties classified as held for sale.
AH4R is the general partner of, and as of March 31,September 30, 2020 owned approximately 85.2%85.8% of the common partnership interest in, the Operating Partnership. The remaining 14.8%14.2% of the common partnership interest was owned by limited partners. As the sole general partner of the Operating Partnership, AH4R has exclusive control of the Operating Partnership’s day-to-day management. The Company’s management operates AH4R and the Operating Partnership as one business, and the management of AH4R consists of the same members as the management of the Operating Partnership. AH4R’s primary function is acting as the general partner of the Operating Partnership. The only material asset of AH4R is its partnership interest in the Operating Partnership. As a result, AH4R generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. AH4R itself is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures, either directly or through its subsidiaries, conducts the operations of the Company’s business and is structured as a limited partnership with no publicly traded equity. One difference between the Company and the Operating Partnership is $25.7 million of asset-backed securitization certificates issued by the Operating Partnership and purchased by AH4R. The asset-backed securitization certificates are recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership. AH4R contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, AH4R receives Operating Partnership units (“OP units”) equal to the number of shares it has issued in the equity offering. Based on the terms of the Agreement of Limited Partnership of the Operating Partnership, as amended, OP units can be exchanged for shares on a 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 includepresent the accounts of both the Company, which include AH4R, the Operating Partnership and their consolidated subsidiaries. The condensed consolidated financial statements ofsubsidiaries, as well as the Operating Partnership, which include the accounts of the Operating Partnership and its consolidated subsidiaries. Intercompany accounts and transactions have been eliminated. The Company consolidates real estate partnerships and other entities that are not variable interest entities (“VIEs”) when it owns, directly or indirectly, a majority interest in the entity or is otherwise able to control the entity. The Company consolidates VIEs in accordance with Accounting Standards Codification (“ASC”) No. 810, Consolidation, if itthe Company is the primary beneficiary of the VIE as determined by itsthe Company’s power to direct the VIE��sVIE’s activities and theits obligation to absorb its losses or the right to receive its benefits whichthat are potentially significant to the VIE. Entities for which the Company owns an interest, but does not consolidate, are accounted for under the equity method of accounting as an investment in an unconsolidated subsidiary and are included in escrow deposits, prepaid expenses and other assetsinvestments in unconsolidated joint ventures within the condensed consolidated balance sheets.
The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Any references in this report to the number of properties is outside the scope of our independent registered public accounting firm’s review of our financial statements, in accordance with the standards of the Public Company Accounting Oversight
Board. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair statement of the condensed consolidated financial statements for the interim periods have been made. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Effective March 31, 2020, as a result of the expected growth in our joint venture activities, the investments in unconsolidated joint ventures balance has been reclassified into a separate balance sheet line item. This resulted in the reclassification of $67.9 million as of December 31, 2019, which was previously included in escrow deposits, prepaid expenses and other assets, into investments in unconsolidated joint ventures in the condensed consolidated balance sheets. Certain other amounts in the condensed consolidated financial statements for the prior periods have also been reclassified to conform to the current year presentation.
Accounting Pronouncements Adopted January 1, 2020
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to amend the accounting for credit losses for certain financial instruments by requiring companies to recognize an estimate of expected credit losses as an allowance in order to recognize such losses more timely than under previous guidance that had allowed companies to wait until it was probable such losses had been incurred. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which provides further clarification around some of the amendments in ASU 2016-13. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326) Targeted Transition Relief, which provides entities that have certain instruments within the scope of Topic 326 with an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis upon adoption of Topic 326. In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which provides further clarification around some of the amendments in ASU 2016-13. The guidance is effective for the Company for annual reporting periods beginning after December 15, 2019, and for interim periods within those annual periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. An entity will apply the amendments in these ASUs through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The effect of a prospective transition approach is to maintain the same amortized cost basis before and after the effective date of the guidance. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact on our financial statements (see Note 6. Escrow Deposits, Prepaid Expenses and Other Assets).
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. Companies will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. Companies will also be required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019, and for interim periods within those annual periods with early adoption permitted. The amendments on the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact on our financial statements.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The guidance is effective for fiscal years beginning after December 15, 2019, and for interim periods within those annual periods with early adoption permitted. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact on our financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU apply only to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform but do not apply to contract modifications made or hedging relationships entered into or evaluated after December 31, 2022. The amendments in this ASU allow companies to (i) account for modifications to contracts within the scope of ASC 310, Receivables, and ASC 470, Debt, prospectively by adjusting the effective interest rate and (ii) account for modifications to contracts within the scope of ASC 842, Leases, as a continuation of existing lease agreements. The guidance also provides optional expedients for modifications to contracts within the scope of ASC 815, Derivatives and Hedging. The guidance is effective immediately, and entities may elect to apply the guidance as of January 1, 2020 or the beginning of a subsequent interim period, or prospectively from a date beginning January 1, 2020 or in a subsequent interim period up to the date the financial statements are available to be issued. The Company adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact on our financial statements.
Recent In April 2020, the FASB issued staff question and answer (“Q&A”) document Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic. Under ASC No. 842, Leases, lease concessions granted by lessors beyond the enforceable rights and obligations contained in the existing lease agreement would generally be accounted for as a lease modification. The staff Q&A document permits lessors to make an election, if certain criteria are met, to account for a lease concession related to the effects of the COVID-19 pandemic as though it were part of the enforceable rights and obligations of the existing lease agreement rather than account for the concession as a lease modification. The Company elects to not evaluate whether a COVID-19-related concession is a lease modification and elects to not apply the lease modification guidance in those circumstances. The effect of these elections did not have a material impact on the Company’s condensed consolidated financial statements.
Accounting Pronouncements Not Yet EffectiveAdopted July 1, 2020
In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), which clarifies the interaction between ASC Topics 321, 323 and 815. ASC 321, Investments—Equity Securities, provides a company with a measurement alternative to measure certain equity securities without a readily determinable fair value at cost, minus impairment, if any. If the company then identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it should measure the equity security at fair value as of the date that the observable transaction occurred. The amendments in this ASU clarify that a company should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with ASC 321 immediately before applying or upon discontinuing the equity method. The amendments in this ASU also clarify the accounting treatment of forward contracts and purchased options for securities that will be accounted for under the equity method of accounting upon settlement or exercise. The guidance is effective for fiscal years beginning after December 15, 2020, and for interim periods within those annual periods with early adoption permitted. The amendments in this ASU should be applied prospectively by applying the amendments at the beginning of the interim period that includes the adoption date. The Company is currently assessing theadopted this guidance effective July 1, 2020. The adoption of this guidance did not have a material impact of the guidance on itsour financial statements.
Note 3. Cash, Cash Equivalents and Restricted Cash
Restricted cash primarily consists of funds held related to resident security deposits, cash reserves in accordance with certain loan agreements and funds held in the custody of our transfer agent for the payment of distributions. Funds held related to resident security deposits are restricted during the term of the related lease agreement, which is generally one year. Cash reserved in connection with lender requirements is restricted during the term of the related debt instrument.
The following table provides a reconciliation of cash, cash equivalents and restricted cash per the Company’s and the Operating Partnership’s condensed consolidated statements of cash flows to the corresponding financial statement line items in the condensed consolidated balance sheets (in thousands):
| | | March 31, | | | December 31, | | | September 30, | | December 31, |
| | 2020 | | 2019 | | 2019 | | 2018 | | 2020 | | 2019 | | 2019 | | 2018 |
| Cash and cash equivalents | Cash and cash equivalents | $ | 33,108 | | | $ | 154,584 | | | $ | 37,575 | | | $ | 30,284 | | Cash and cash equivalents | $ | 315,808 | | | $ | 171,209 | | | $ | 37,575 | | | $ | 30,284 | |
| Restricted cash | Restricted cash | 128,621 | | | 158,163 | | | 126,544 | | | 144,930 | | Restricted cash | 126,219 | | | 126,801 | | | 126,544 | | | 144,930 | |
| Total cash, cash equivalents and restricted cash | Total cash, cash equivalents and restricted cash | $ | 161,729 | | | $ | 312,747 | | | $ | 164,119 | | | $ | 175,214 | | Total cash, cash equivalents and restricted cash | $ | 442,027 | | | $ | 298,010 | | | $ | 164,119 | | | $ | 175,214 | |
Note 4. Real Estate Assets, Net
The net book values of real estate assets consisted of the following as of March 31,September 30, 2020 and December 31, 2019 (in thousands):
| | | March 31, 2020 | | December 31, 2019 | | September 30, 2020 | | December 31, 2019 |
| Occupied single-family properties | Occupied single-family properties | $ | 7,561,775 | | | $ | 7,534,627 | | Occupied single-family properties | $ | 7,935,286 | | | $ | 7,534,627 | |
| Single-family properties recently acquired | 133,141 | | | 88,181 | | |
| Single-family properties recently acquired or developed | | Single-family properties recently acquired or developed | 22,830 | | | 88,181 | |
| Single-family properties in turnover process | Single-family properties in turnover process | 287,079 | | | 308,008 | | Single-family properties in turnover process | 139,100 | | | 308,008 | |
| Single-family properties leased, not yet occupied | Single-family properties leased, not yet occupied | 85,380 | | | 55,460 | | Single-family properties leased, not yet occupied | 61,721 | | | 55,460 | |
| Single-family properties in operation, net | Single-family properties in operation, net | 8,067,375 | | | 7,986,276 | | Single-family properties in operation, net | 8,158,937 | | | 7,986,276 | |
| Development land | Development land | 246,438 | | | 224,041 | | Development land | 241,147 | | | 224,041 | |
| Single-family properties under development | Single-family properties under development | 161,018 | | | 131,386 | | Single-family properties under development | 208,720 | | | 131,386 | |
| Single-family properties held for sale, net | Single-family properties held for sale, net | 172,045 | | | 209,828 | | Single-family properties held for sale, net | 146,447 | | | 209,828 | |
| Total real estate assets, net | Total real estate assets, net | $ | 8,646,876 | | | $ | 8,551,531 | | Total real estate assets, net | $ | 8,755,251 | | | $ | 8,551,531 | |
Depreciation expense related to single-family properties was $79.8$83.7 million and $76.8$78.3 million for the three months ended March 31,September 30, 2020 and 2019, respectively, and $245.1 million and $233.7 million for the nine months ended September 30, 2020 and 2019, respectively.
The following table summarizes the Company’s dispositions of single-family properties and land for the three and nine months ended March 31,September 30, 2020 and 2019 (in thousands, except property data):
| | | | | | | | | | | | | | | |
| For the Three Months Ended | | | | | | |
| March 31, 2020 | | March 31, 2019 | | | | |
| Single-family properties: | | | | | | | |
| Properties sold | 410 | | | 180 | | | | | |
| Net proceeds | $ | 81,186 | | | $ | 32,623 | | | | | |
| Net gain on sale | $ | 13,758 | | | $ | 5,579 | | | | | |
| Land: | | | | | | | |
| Net proceeds | $ | 71 | | | $ | 296 | | | | | |
| Net gain on sale | $ | 7 | | | $ | 70 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended
September 30, | | For the Nine Months Ended
September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
| Single-family properties: | | | | | | | |
| Properties sold | 233 | | | 341 | | | 859 | | | 954 | |
Net proceeds (1) | $ | 56,150 | | | $ | 64,014 | | | $ | 184,962 | | | $ | 179,465 | |
Net gain on sale (2) | $ | 12,422 | | | $ | 13,506 | | | $ | 36,831 | | | $ | 32,655 | |
| Land: | | | | | | | |
| Net proceeds | $ | 0 | | | $ | 316 | | | $ | 71 | | | $ | 1,511 | |
| Net gain on sale | $ | 0 | | | $ | 15 | | | $ | 7 | | | $ | 240 | |
(1)Total net proceeds for the nine months ended September 30, 2019 included a $30.7 million note receivable, before a $1.2 million discount, which is presented in escrow deposits, prepaid expenses and other assets (see Note 6. Escrow Deposits, Prepaid Expenses and Other Assets).
(2)Includes gain or loss on transfers to unconsolidated joint ventures.
Note 5. Rent and Other Receivables
For the three months ended March 31, 2020Included in rents and 2019, rents fromother single-family properties included $40.0 million in both periods ofproperty revenues are variable lease payments for tenant charge-backs, which are primarily relatedrelate to cost recoveries on utilities, and $4.0 million and $3.0 million, respectively, of variable lease payments for fees from single-family properties. Variable lease payments for tenant charge-backs were $49.9 million and $48.3 million for the three months ended September 30, 2020 and 2019, respectively, and $125.4 million and $123.6 million for the nine months ended September 30, 2020 and 2019, respectively. Variable lease payments for fees from single-family properties were $4.3 million and $3.7 million for the three months ended September 30, 2020 and 2019, respectively, and $11.7 million and $10.2 million for the nine months ended September 30, 2020 and 2019, respectively.
The Company generally rents ourits single-family properties under non-cancelable lease agreements with a term of one year. The following table summarizes our future minimum rental revenues under existing leases on our properties as of March 31,September 30, 2020 (in thousands):
| | | March 31, 2020 | | | September 30, 2020 | |
| Remaining 2020 | Remaining 2020 | $ | 438,182 | | | Remaining 2020 | $ | 232,350 | | |
| 2021 | 2021 | 73,230 | | | 2021 | 381,892 | | |
| 2022 | 2022 | 3,592 | | | 2022 | 17,003 | | |
| 2023 | 2023 | 11 | | | 2023 | 82 | | |
| | Total | Total | $ | 515,015 | | | Total | $ | 631,327 | | |
As of September 30, 2020 and December 31, 2019, rent and other receivables also included $4.8 million and $2.7 million of hurricane-related insurance claims receivable, which was fully collected during the three months ended March 31, 2020.receivables.
Note 6. Escrow Deposits, Prepaid Expenses and Other Assets
The following table summarizes the components of escrow deposits, prepaid expenses and other assets as of March 31,September 30, 2020 and December 31, 2019 (in thousands):
| | | | March 31, 2020 | | December 31, 2019 | | September 30, 2020 | | December 31, 2019 |
| Escrow deposits, prepaid expenses and other | Escrow deposits, prepaid expenses and other | $ | 66,641 | | | $ | 54,545 | | Escrow deposits, prepaid expenses and other | $ | 45,687 | | | $ | 54,545 | |
| Deferred costs and other intangibles, net | Deferred costs and other intangibles, net | 6,180 | | | 6,840 | | Deferred costs and other intangibles, net | 5,352 | | | 6,840 | |
| Notes receivable, net | Notes receivable, net | 35,326 | | | 36,834 | | Notes receivable, net | 35,434 | | | 36,834 | |
| Commercial real estate, software, vehicles and FF&E, net | Commercial real estate, software, vehicles and FF&E, net | 43,179 | | | 42,742 | | Commercial real estate, software, vehicles and FF&E, net | 48,778 | | | 42,742 | |
| Total | Total | $ | 151,326 | | | $ | 140,961 | | Total | $ | 135,251 | | | $ | 140,961 | |
Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $2.0$2.3 million and $1.9$2.0 million for the three months ended March 31,September 30, 2020 and 2019, respectively, and $6.4 million and $5.7 million for the nine months ended September 30, 2020 and 2019, respectively.
Deferred Costs and Other Intangibles, Net
Deferred costs and other intangibles, net, consisted of the following as of March 31,September 30, 2020 and December 31, 2019 (in thousands):
| | | | March 31, 2020 | | December 31, 2019 | | September 30, 2020 | | December 31, 2019 |
| Deferred leasing costs | Deferred leasing costs | $ | 3,607 | | | $ | 3,738 | | Deferred leasing costs | $ | 3,632 | | | $ | 3,738 | |
| Deferred financing costs | Deferred financing costs | 11,244 | | | 11,244 | | Deferred financing costs | 11,244 | | | 11,244 | |
| Database intangible asset | Database intangible asset | 2,100 | | | 2,100 | | Database intangible asset | 0 | | | 2,100 | |
| | | 16,951 | | | 17,082 | | | 14,876 | | | 17,082 | |
| Less: accumulated amortization | Less: accumulated amortization | (10,771) | | | (10,242) | | Less: accumulated amortization | (9,524) | | | (10,242) | |
| Total | Total | $ | 6,180 | | | $ | 6,840 | | Total | $ | 5,352 | | | $ | 6,840 | |
Amortization expense related to deferred leasing costs, the value of in-place leases, and database intangibles was $1.0 million and $2.5$1.8 million for the three months ended March 31,September 30, 2020 and 2019, respectively, and $3.1 million and $6.7 million for the nine months ended September 30, 2020 and 2019, respectively, and was included in depreciation and amortization within the condensed consolidated statements of operations. Amortization of deferred financing costs that relate to our revolving credit facility was $0.5 million for both the three months ended March 31,September 30, 2020 and 2019 and $1.5 million for both the nine months ended September 30, 2020 and 2019 and was included in gross interest, prior to interest capitalization (see Note 8. Debt).
The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of March 31,September 30, 2020 for future periods (in thousands):
| | | Deferred
Leasing Costs | | Deferred
Financing Costs | | Database Intangible Asset | | Total | | Deferred
Leasing Costs | | Deferred
Financing Costs | | | Total |
| Remaining 2020 | Remaining 2020 | $ | 1,636 | | | $ | 1,479 | | | $ | 57 | | | $ | 3,172 | | Remaining 2020 | $ | 832 | | | $ | 495 | | | | $ | 1,327 | |
| 2021 | 2021 | 76 | | | 1,964 | | | — | | | 2,040 | | 2021 | 1,093 | | | 1,964 | | | | 3,057 | |
| 2022 | 2022 | — | | | 968 | | | — | | | 968 | | 2022 | 0 | | | 968 | | | | 968 | |
| | Total | Total | $ | 1,712 | | | $ | 4,411 | | | $ | 57 | | | $ | 6,180 | | Total | $ | 1,925 | | | $ | 3,427 | | | | $ | 5,352 | |
Notes Receivable, Net
The Company has obtained promissory notes in connection with 2 bulk dispositions of our single-family properties, whichproperties. The promissory note obtained during the second quarter of 2019 matures in the second quarter of 2025 and the promissory note obtained during the first quarter of 2017 matures in the first quarter of 2022. The promissory notes are secured by first priority mortgages on the disposed homes, and contain certain covenants. The secured promissory notescovenants and require monthly or quarterly interest payments with the full principal due at maturity.
Notes receivable are presented net of discounts, and interest income from the notes, including amortization of discounts, is presented in other revenues within the condensed consolidated statements of operations. Upon adoption of ASU 2016-13 on January 1, 2020 (see Note 2. Significant Accounting Policies), we are required to estimate and recognize lifetime expected losses, rather than incurred losses, on these notes receivable, which results in the earlier recognition of credit losses even if the expected risk of credit
loss is remote. An allowance for expected credit losses of $1.5 million was established with a cumulative-effect adjustment to accumulated deficit in the condensed consolidated statements of equity. Notes receivable are presented net of the allowance for expected credit losses, which the Company estimates on a quarterly basis based on (i) credit quality indicators such as the borrower’s historical performance, including the borrower’s financial results and satisfaction of scheduled payments, (ii) current conditions, including macroeconomic conditions and other conditions affecting the borrower, and (iii) other reasonable and supportable forecasts about the future. As part of the monitoring process, we may meet with a borrower’s management to better understand such borrower’s
financial performance and its future plans on an as-needed basis. A note receivable will be categorized as non-performing if a borrower experiences financial difficulty and has failed to make scheduled payments. Changes to the allowance for expected credit losses are recognized in other expenses within the condensed consolidated statements of operations.
Note 7. Investments in Unconsolidated Joint Ventures
In FebruaryAs of September 30, 2020, the Operating Partnership entered into a $253.1 million strategic joint venture with institutional investors advised by J.P. Morgan Asset Management focused on constructing and operating newly built rental homes. The Company holds aheld 20% ownership interestinterests in the3 unconsolidated joint venture, which has an evergreen term. Additionally, the Company will earn fees for development and management services provided to the joint venture and have an opportunity to earn a promoted interest after construction and initial operation of the joint venture’s properties.ventures. In evaluating the Company’s 20% ownership interestinterests in thethese joint venture,ventures, we concluded that the joint venture isventures are not a variable interest entityVIEs after applying the variable interest model and, therefore, we account for our interestinterests in the joint ventureventures as an investmentinvestments in an unconsolidated subsidiarysubsidiaries after applying the voting interest model using the equity method of accounting.
Subsequent to March 31, 2020, as contemplated byDuring the second quarter of 2014, the Company entered into a joint venture agreement,with the partiesAlaska Permanent Fund Corporation (the “Alaska JV”) to invest in homes acquired through traditional acquisition channels and during the third quarter of 2018, the Company entered into a joint venture with another leading institutional investor (the “Institutional Investor JV”) to invest in newly constructed single-family rental homes. During the first quarter of 2020, the Company entered into a $253.1 million strategic joint venture, which has an amended agreement to increase the size of the partnershipevergreen term, with institutional investors advised by J.P. Morgan Asset Management (the “J.P. Morgan JV”) focused on constructing and operating newly built rental homes, which was subsequently upsized to $625.0 million whileduring the other principal termssecond quarter of 2020.
The following table summarizes our investments in unconsolidated joint ventures (in thousands, except percentages and property data):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Joint Venture Description | | % Ownership at September 30, 2020 | | Completed Homes at September 30, 2020 | | Balances at
September 30, 2020 | | Balances at
December 31, 2019 | | | | | | | |
| | Alaska JV | | 20 | % | | 373 | | | $ | 26,873 | | | $ | 29,326 | | | | | | | | |
| | Institutional Investor JV | | 20 | % | | 642 | | | 28,821 | | | 33,757 | | | | | | | | |
| | J.P. Morgan JV | | 20 | % | | 116 | | | 19,287 | | | 0 | | | | | | | | |
| | Other (1) | | N/A | | N/A | | 0 | | | 4,852 | | | | | | | | |
| | | | | | 1,131 | | | $ | 74,981 | | | $ | 67,935 | | | | | | | | |
(1) Includes legacy joint ventures, which the Company acquired as part of the agreement remainAmerican Residential Properties, Inc. merger in February 2016, that were liquidated during the same. The changes to the agreement do not impact the accounting treatmentfirst quarter of the joint venture.2020.
The Company provides property management and developmentvarious services to certain unconsolidatedthese joint ventures, which are considered to be related parties.parties, including property management and development services and has opportunities to earn promoted interests. Management fee and development fee income from theseunconsolidated joint ventures was $0.9$1.7 million and $0.7$1.0 million for the three months ended March 31,September 30, 2020 and 2019, respectively, which wereand $3.9 million and $2.4 million for the nine months ended September 30, 2020 and 2019, respectively, and was included in other revenues within the condensed consolidated statements of operations. As a result of the Company’s management of these joint ventures, certain related party receivables and payables arise in the ordinary course of business and are included in escrow deposits, prepaid expenses and other assets or amounts payable to affiliates in the condensed consolidated balance sheets.
In August 2020, Institutional Investor JV entered into a loan agreement to borrow up to a $201.0 million aggregate commitment. During the initial two-year term, the loan bears interest at LIBOR plus a 3.50% margin and matures on August 11, 2022. The loan agreement provides for three one-year extension options that include additional fees and interest. As of September 30, 2020, the joint venture’s loan had an $85.2 million outstanding principal balance. The Company has provided a customary non-recourse guarantee that may become a liability for us upon a voluntary bankruptcy filing by the joint venture or occurrence of other actions such as fraud or a material misrepresentation by us or the joint venture. To date, the guarantee has not been invoked and we believe that the actions that would trigger a guarantee would generally be disadvantageous to the joint venture and us, and therefore are unlikely to occur. However, there can be no assurances that actions that could trigger the guarantee will not occur.
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 March 31,September 30, 2020 and December 31, 2019 (in thousands):
| | | | | | | | Outstanding Principal Balance | | | | | | | Outstanding Principal Balance |
| | | Interest Rate (1) | | Maturity Date | | March 31, 2020 | | December 31, 2019 | | Interest Rate (1) | | Maturity Date | | September 30, 2020 | | December 31, 2019 |
| AH4R 2014-SFR2 securitization | AH4R 2014-SFR2 securitization | 4.42% | | October 9, 2024 | | $ | 484,546 | | | $ | 485,828 | | AH4R 2014-SFR2 securitization | 4.42% | | October 9, 2024 | | $ | 481,520 | | | $ | 485,828 | |
| AH4R 2014-SFR3 securitization | AH4R 2014-SFR3 securitization | 4.40% | | December 9, 2024 | | 499,816 | | | 501,393 | | AH4R 2014-SFR3 securitization | 4.40% | | December 9, 2024 | | 496,577 | | | 501,393 | |
AH4R 2015-SFR1 securitization (2) | AH4R 2015-SFR1 securitization (2) | 4.14% | | April 9, 2045 | | 525,178 | | | 526,560 | | AH4R 2015-SFR1 securitization (2) | 4.14% | | April 9, 2045 | | 522,338 | | | 526,560 | |
AH4R 2015-SFR2 securitization (3) | AH4R 2015-SFR2 securitization (3) | 4.36% | | October 9, 2045 | | 456,018 | | | 457,212 | | AH4R 2015-SFR2 securitization (3) | 4.36% | | October 9, 2045 | | 453,448 | | | 457,212 | |
| Total asset-backed securitizations | Total asset-backed securitizations | | | | | 1,965,558 | | | 1,970,993 | | Total asset-backed securitizations | | | | | 1,953,883 | | | 1,970,993 | |
2028 unsecured senior notes (4) | 2028 unsecured senior notes (4) | 4.08% | | February 15, 2028 | | 500,000 | | | 500,000 | | 2028 unsecured senior notes (4) | 4.08% | | February 15, 2028 | | 500,000 | | | 500,000 | |
| 2029 unsecured senior notes | 2029 unsecured senior notes | 4.90% | | February 15, 2029 | | 400,000 | | | 400,000 | | 2029 unsecured senior notes | 4.90% | | February 15, 2029 | | 400,000 | | | 400,000 | |
Revolving credit facility (5) | Revolving credit facility (5) | 2.19% | | June 30, 2022 | | 105,000 | | | — | | Revolving credit facility (5) | 1.35% | | June 30, 2022 | | 0 | | | 0 | |
| Total debt | Total debt | | | | | | 2,970,558 | | | 2,870,993 | | Total debt | | | | | 2,853,883 | | | 2,870,993 | |
| Unamortized discounts on unsecured senior notes | Unamortized discounts on unsecured senior notes | | (4,022) | | | (4,143) | | Unamortized discounts on unsecured senior notes | | (3,780) | | | (4,143) | |
Deferred financing costs, net (6) | Deferred financing costs, net (6) | | (31,876) | | | (33,353) | | Deferred financing costs, net (6) | | (28,911) | | | (33,353) | |
| Total debt per balance sheet | Total debt per balance sheet | | $ | 2,934,660 | | | $ | 2,833,497 | | Total debt per balance sheet | | $ | 2,821,192 | | | $ | 2,833,497 | |
(1)Interest rates are as of March 31,September 30, 2020. Unless otherwise stated, interest rates are fixed percentages.
(2)The AH4R 2015-SFR1 securitization has an anticipated repayment date of April 9, 2025.
(3)The AH4R 2015-SFR2 securitization has an anticipated repayment date of October 9, 2025.
(4)The stated interest rate on the 2028 unsecured senior notes is 4.25%, which was effectively hedged to yield an interest rate of 4.08%.
(5)The revolving credit facility provides for a borrowing capacity of up to $800.0 million and the Company had approximately $3.7$1.5 million and $6.2 million committed to outstanding letters of credit that reduced our borrowing capacity as of March 31,September 30, 2020 and December 31, 2019, respectively. The revolving credit facility bears interest at LIBOR plus 1.20% as of March 31,September 30, 2020. LIBOR is expected to be discontinued after 2021 and the Company expects to replace the contractual reference rate with an appropriate alternative. The Company does not expect this modification to have a material impact on its financial statements.
(6)Deferred financing costs relate to our asset-backed securitizations and unsecured senior notes. Amortization of deferred financing costs was $1.5 million for both the three months ended March 31,September 30, 2020 and 2019 and $4.5 million for both the nine months ended September 30, 2020 and 2019, respectively, which was included in gross interest, prior to interest capitalization.
Debt Maturities
The following table summarizes the contractual maturities of the Company’s principal debt balances on a fully extended basis as of March 31,September 30, 2020 (in thousands):
| | | Debt Maturities | | Debt Maturities |
| Remaining 2020 | Remaining 2020 | $ | 15,536 | | Remaining 2020 | $ | 5,179 | |
| 2021 | 2021 | 20,714 | | 2021 | 20,714 | |
| 2022 | 2022 | 125,714 | | 2022 | 20,714 | |
| 2023 | 2023 | 20,714 | | 2023 | 20,714 | |
| 2024 | 2024 | 955,618 | | 2024 | 954,560 | |
| Thereafter | Thereafter | 1,832,262 | | Thereafter | 1,832,002 | |
| Total debt | Total debt | $ | 2,970,558 | | Total debt | $ | 2,853,883 | |
|
Interest Expense
The following table displayssummarizes 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 March 31,September 30, 2020 and 2019 (in thousands):
| | | | For the Three Months Ended | | | For the Three Months Ended
September 30, | | For the Nine Months Ended
September 30, |
| | | March 31, 2020 | | March 31, 2019 | | | 2020 | | 2019 | | 2020 | | 2019 |
| Gross interest cost | Gross interest cost | $ | 34,364 | | | $ | 34,612 | | | Gross interest cost | $ | 34,075 | | | $ | 34,213 | | | $ | 103,069 | | | $ | 104,046 | |
| Capitalized interest | Capitalized interest | (4,649) | | | (2,697) | | | Capitalized interest | (4,808) | | | (2,748) | | | (14,529) | | | (8,095) | |
| Interest expense | Interest expense | $ | 29,715 | | | $ | 31,915 | | | Interest expense | $ | 29,267 | | | $ | 31,465 | | | $ | 88,540 | | | $ | 95,951 | |
Note 9. Accounts Payable and Accrued Expenses
The following table summarizes accounts payable and accrued expenses as of March 31,September 30, 2020 and December 31, 2019 (in thousands):
| | | | March 31, 2020 | | December 31, 2019 | | September 30, 2020 | | December 31, 2019 |
| Accrued property taxes | | Accrued property taxes | $ | 132,246 | | | $ | 44,280 | |
| Resident security deposits | Resident security deposits | $ | 85,561 | | | $ | 84,832 | | Resident security deposits | 90,211 | | | 84,832 | |
| Accrued property taxes | 72,864 | | | 44,280 | | |
| Prepaid rent | Prepaid rent | 22,904 | | | 19,970 | | Prepaid rent | 21,259 | | | 19,970 | |
| Accrued construction and maintenance liabilities | | Accrued construction and maintenance liabilities | 18,959 | | | 20,435 | |
| Accrued interest | Accrued interest | 12,969 | | | 23,090 | | Accrued interest | 12,805 | | | 23,090 | |
| Accrued construction and maintenance liabilities | 12,659 | | | 20,435 | | |
| Accounts payable | Accounts payable | 1,274 | | | 5,037 | | Accounts payable | 1,598 | | | 5,037 | |
| Accrued distribution payable | Accrued distribution payable | — | | | 13,024 | | Accrued distribution payable | 0 | | | 13,024 | |
| Other accrued liabilities | Other accrued liabilities | 33,719 | | | 32,525 | | Other accrued liabilities | 47,654 | | | 32,525 | |
| Total | Total | $ | 241,950 | | | $ | 243,193 | | Total | $ | 324,732 | | | $ | 243,193 | |
Note 10. Shareholders’ Equity / Partners’ Capital
When the Company issues common or preferred shares, the Operating Partnership issues an equivalent number of units of partnership interest of a corresponding class to AH4R, with the Operating Partnership receiving the net proceeds from the share issuances.
Class A Common Share Offering
During the third quarter of 2020, the Company issued 14,950,000 Class A common shares of beneficial interest, $0.01 par value per share, in an underwritten public offering, raising net proceeds of $411.7 million after deducting underwriting discounts and before offering costs of approximately $0.2 million. The Company used the net proceeds from this offering to repay indebtedness the Company had incurred under its revolving credit facility and intends to use the remaining net proceeds (i) to develop new single-family properties and communities, (ii) to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iii) for general corporate purposes. The Operating Partnership issued an equivalent number of corresponding Class A units to AH4R in exchange for the net proceeds from the issuance.
At-the-Market Common Share Offering Program
TheDuring the second quarter of 2020, the Company established anextended its at-the-market common share offering program under which we can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $500.0 million (the “At-the-Market Program”). The At-the-Market Program also provides that we may enter into forward contracts for our Class A common shares with forward sellers and forward purchasers. The Company intends to use any net proceeds from the At-the-Market Program (i) to repay borrowingsindebtedness the Company has incurred or expects to incur under the Company’sits 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.purposes, including repurchases of the Company’s securities, acquisitions of additional properties, capital expenditures and the expansion, redevelopment and/or improvement of properties in the Company’s portfolio. The At-the-Market Program may be suspended or terminated by the Company at any time. During the three and nine months ended September 30, 2020, the Company issued 86,130 Class A common shares under the At-the-Market Program, raising $2.4 million in gross proceeds before commissions and other expenses of approximately $0.4 million. As of March 31,September 30, 2020, no86,130 shares have been issued under the At-the-Market Program and $500.0$497.6 million remained available for future share issuances.
Share Repurchase Program
The Company’s board of trustees authorized the establishment of our share repurchase program, authorizing the repurchase of up to $300.0 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the threenine months ended March 31,September 30, 2020 and 2019, we did not repurchase and retire any of our shares. As of March 31,September 30, 2020, we had a remaining repurchase authorization of up to $265.1 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares under the program.
Preferred Shares
As of March 31,September 30, 2020 and December 31, 2019, the Company had the following series of preferred shares outstanding (in thousands, except share data):
| | | March 31, 2020 | | | December 31, 2019 | | | September 30, 2020 | | December 31, 2019 |
| Series | Series | | Issuance Date | | Earliest Redemption Date | | Dividend Rate | | Outstanding Shares | | Current Liquidation Value | | Outstanding Shares | | Current Liquidation Value | Series | | Issuance Date | | Earliest Redemption Date | | Dividend Rate | | Outstanding Shares | | Current Liquidation Value | | Outstanding Shares | | Current Liquidation Value |
| Series D perpetual preferred shares | Series D perpetual preferred shares | | 5/24/2016 | | 5/24/2021 | | 6.500 | % | | 10,750,000 | | | $ | 268,750 | | | 10,750,000 | | | $ | 268,750 | | Series D perpetual preferred shares | | 5/24/2016 | | 5/24/2021 | | 6.500 | % | | 10,750,000 | | | $ | 268,750 | | | 10,750,000 | | | $ | 268,750 | |
| Series E perpetual preferred shares | Series E perpetual preferred shares | | 6/29/2016 | | 6/29/2021 | | 6.350 | % | | 9,200,000 | | | 230,000 | | | 9,200,000 | | | 230,000 | | Series E perpetual preferred shares | | 6/29/2016 | | 6/29/2021 | | 6.350 | % | | 9,200,000 | | | 230,000 | | | 9,200,000 | | | 230,000 | |
| Series F perpetual preferred shares | Series F perpetual preferred shares | | 4/24/2017 | | 4/24/2022 | | 5.875 | % | | 6,200,000 | | | 155,000 | | | 6,200,000 | | | 155,000 | | Series F perpetual preferred shares | | 4/24/2017 | | 4/24/2022 | | 5.875 | % | | 6,200,000 | | | 155,000 | | | 6,200,000 | | | 155,000 | |
| Series G perpetual preferred shares | Series G perpetual preferred shares | | 7/17/2017 | | 7/17/2022 | | 5.875 | % | | 4,600,000 | | | 115,000 | | | 4,600,000 | | | 115,000 | | Series G perpetual preferred shares | | 7/17/2017 | | 7/17/2022 | | 5.875 | % | | 4,600,000 | | | 115,000 | | | 4,600,000 | | | 115,000 | |
| Series H perpetual preferred shares | Series H perpetual preferred shares | | 9/19/2018 | | 9/19/2023 | | 6.250 | % | | 4,600,000 | | | 115,000 | | | 4,600,000 | | | 115,000 | | Series H perpetual preferred shares | | 9/19/2018 | | 9/19/2023 | | 6.250 | % | | 4,600,000 | | | 115,000 | | | 4,600,000 | | | 115,000 | |
| Total preferred shares | Total preferred shares | | 35,350,000 | | | $ | 883,750 | | | 35,350,000 | | | $ | 883,750 | | Total preferred shares | | 35,350,000 | | | $ | 883,750 | | | 35,350,000 | | | $ | 883,750 | |
Distributions
The Company’s board of trustees declared the following distributions during the respective quarters. The Operating Partnership funds the payment of distributions, and the board of trustees declared an equivalent amount of distributions on the corresponding Operating Partnership units.
| | | | For the Three Months Ended | | | | For the Three Months Ended |
| Security | Security | | | March 31, 2020 | | | March 31, 2019 | Security | | | September 30,
2020 | | June 30,
2020 | | March 31,
2020 | | September 30,
2019 | | June 30,
2019 | | March 31,
2019 |
| Class A and Class B common shares | Class A and Class B common shares | | | | $ | 0.05 | | | | $ | 0.05 | | Class A and Class B common shares | | | $ | 0.05 | | | $ | 0.05 | | | $ | 0.05 | | | $ | 0.05 | | | $ | 0.05 | | | $ | 0.05 | |
| | 6.500% Series D perpetual preferred shares | 6.500% Series D perpetual preferred shares | | | | 0.41 | | | | 0.41 | | 6.500% Series D perpetual preferred shares | | | 0.41 | | | 0.41 | | | 0.41 | | | 0.41 | | | 0.41 | | | 0.41 | |
| 6.350% Series E perpetual preferred shares | 6.350% Series E perpetual preferred shares | | | | 0.40 | | | | 0.40 | | 6.350% Series E perpetual preferred shares | | | 0.40 | | | 0.40 | | | 0.40 | | | 0.40 | | | 0.40 | | | 0.40 | |
| 5.875% Series F perpetual preferred shares | 5.875% Series F perpetual preferred shares | | | | 0.37 | | | | 0.37 | | 5.875% Series F perpetual preferred shares | | | 0.37 | | | 0.37 | | | 0.37 | | | 0.37 | | | 0.37 | | | 0.37 | |
| 5.875% Series G perpetual preferred shares | 5.875% Series G perpetual preferred shares | | | | 0.37 | | | | 0.37 | | 5.875% Series G perpetual preferred shares | | | 0.37 | | | 0.37 | | | 0.37 | | | 0.37 | | | 0.37 | | | 0.37 | |
| 6.250% Series H perpetual preferred shares | 6.250% Series H perpetual preferred shares | | | | 0.39 | | | | 0.39 | | 6.250% Series H perpetual preferred shares | | | 0.39 | | | 0.39 | | | 0.39 | | | 0.39 | | | 0.39 | | | 0.39 | |
Noncontrolling Interest
Noncontrolling interest as reflected in the Company’s condensed consolidated balance sheets primarily consists of the interests held by former American Homes 4 Rent, LLC (“AH LLC”) members in units in the Operating Partnership. Former AH LLC members owned 51,429,990, or approximately 14.0% and 14.6%, of the total 352,977,664368,290,122 and 352,769,654 Class A units in the Operating Partnership as of March 31,September 30, 2020 and December 31, 2019, respectively. Noncontrolling interest also includes interests held by non-affiliates in Class A units in the Operating Partnership. Non-affiliate Class A unitholders owned 596,990, or approximately 0.2%, of the total 352,977,664368,290,122 and 352,769,654 Class A units in the Operating Partnership as of March 31,September 30, 2020 and December 31, 2019, respectively. The Operating Partnership 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
2012 Equity Incentive Plan
The Company’s employees are compensated through the Operating Partnership, including share-based compensation. When the Company issues Class A common shares under the 2012 Equity Incentive Plan (the “Plan”), the Operating Partnership issues an equivalent number of Class A units to AH4R and non-management members of our board of trustees.
Restricted stock units (“RSU”RSUs”) granted to employees during the threenine months ended March 31,September 30, 2020 vest over a three-yearthree-year service period, and stock options and RSUs granted to employees during the threenine months ended March 31,September 30, 2019 vest over a four-yearfour-year service period. RSUs granted to non-management trustees vest over a one-yearone-year service period. Stock options granted during the threenine months ended March 31,September 30, 2019 expire 10 years from the date of grant.
The following table summarizes stock option activity under the Plan for the threenine months ended March 31,September 30, 2020 and 2019:
| | | For the Three Months Ended | | | For the Nine Months Ended
September 30, | |
| | | March 31, 2020 | | March 31, 2019 | | | 2020 | | 2019 | |
| Options outstanding at beginning of period | Options outstanding at beginning of period | 1,529,800 | | | 2,252,275 | | | Options outstanding at beginning of period | 1,529,800 | | | 2,252,275 | | |
| Granted | Granted | — | | | 20,000 | | | Granted | 0 | | | 20,000 | | |
| Exercised | Exercised | (83,600) | | | (5,000) | | | Exercised | (333,650) | | | (698,525) | | |
| Forfeited | Forfeited | (1,600) | | | (9,850) | | | Forfeited | (2,850) | | | (12,350) | | |
| Options outstanding at end of period | Options outstanding at end of period | 1,444,600 | | | 2,257,425 | | | Options outstanding at end of period | 1,193,300 | | | 1,561,400 | | |
| Options exercisable at end of period | Options exercisable at end of period | 1,296,750 | | | 1,867,025 | | | Options exercisable at end of period | 1,049,200 | | | 1,194,750 | | |
The following table summarizes RSU activity under the Plan for the threenine months ended March 31,September 30, 2020 and 2019:
| | | For the Three Months Ended | | | For the Nine Months Ended
September 30, |
| | | March 31, 2020 | | March 31, 2019 | | 2020 | | 2019 |
| RSUs outstanding at beginning of period | RSUs outstanding at beginning of period | 599,109 | | | 372,375 | | RSUs outstanding at beginning of period | 599,109 | | | 372,375 | |
| Units awarded | Units awarded | 422,285 | | | 317,950 | | Units awarded | 470,147 | | | 345,334 | |
| Units vested | Units vested | (181,213) | | | (110,650) | | Units vested | (207,947) | | | (111,000) | |
| Units forfeited | Units forfeited | (19,010) | | | (5,400) | | Units forfeited | (42,565) | | | (11,900) | |
| RSUs outstanding at end of period | RSUs outstanding at end of period | 821,171 | | | 574,275 | | RSUs outstanding at end of period | 818,744 | | | 594,809 | |
The Company’s noncash share-based compensation expense relating to corporate administrative employees is included in general and administrative expense and the noncash share-based compensation expense relating to centralized and field property management employees is included in property management expenses. The following table summarizes the activity that relates to the Company’s noncash share-based compensation expense for the three and nine months ended March 31,September 30, 2020 and 2019 (in thousands):
| | | For the Three Months Ended | | | For the Three Months Ended
September 30, | | For the Nine Months Ended
September 30, |
| | March 31, 2020 | | March 31, 2019 | | | 2020 | | 2019 | | 2020 | | 2019 |
| General and administrative expense | General and administrative expense | $ | 1,369 | | | $ | 659 | | | General and administrative expense | $ | 1,723 | | | $ | 938 | | | $ | 4,741 | | | $ | 2,520 | |
| Property management expenses | Property management expenses | 439 | | | 293 | | | Property management expenses | 447 | | | 350 | | | 1,327 | | | 989 | |
| Total noncash share-based compensation expense | Total noncash share-based compensation expense | $ | 1,808 | | | $ | 952 | | | Total noncash share-based compensation expense | $ | 2,170 | | | $ | 1,288 | | | $ | 6,068 | | | $ | 3,509 | |
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 March 31,September 30, 2020 and 2019 (in thousands, except share and per share data):
| | | | | | | | | | | | | | | |
| For the Three Months Ended | | | | | | |
| | March 31, 2020 | | March 31, 2019 | | | | |
| Numerator: | | | | | | | |
| Net income | $ | 37,527 | | | $ | 33,091 | | | | | |
| Less: | | | | | | | |
| Noncontrolling interest | 3,501 | | | 3,026 | | | | | |
| Dividends on preferred shares | 13,782 | | | 13,782 | | | | | |
| | | | | | | |
Allocation to participating securities (1) | 54 | | | 31 | | | | | |
| Numerator for income per common share–basic and diluted | $ | 20,190 | | | $ | 16,252 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Denominator: | | | | | | | |
| Weighted-average common shares outstanding–basic | 300,813,069 | | | 296,833,755 | | | | | |
| Effect of dilutive securities: | | | | | | | |
| | | | | | | |
Share-based compensation plan (2) | 491,999 | | | 611,186 | | | | | |
Weighted-average common shares outstanding–diluted (3) | 301,305,068 | | | 297,444,941 | | | | | |
| | | | | | | |
| Net income per common share: | | | | | | | |
| Basic | $ | 0.07 | | | $ | 0.05 | | | | | |
| Diluted | $ | 0.07 | | | $ | 0.05 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended
September 30, | | For the Nine Months Ended
September 30, |
| | 2020 | | 2019 | | 2020 | | 2019 |
| Numerator: | | | | | | | |
| Net income | $ | 40,153 | | | $ | 41,401 | | | $ | 109,487 | | | $ | 114,796 | |
| Less: | | | | | | | |
| Noncontrolling interest | 3,819 | | | 4,099 | | | 9,976 | | | 11,129 | |
| Dividends on preferred shares | 13,782 | | | 13,782 | | | 41,346 | | | 41,346 | |
| | | | | | | |
Allocation to participating securities (1) | 56 | | | 48 | | | 152 | | | 122 | |
| Numerator for income per common share–basic and diluted | $ | 22,496 | | | $ | 23,472 | | | $ | 58,013 | | | $ | 62,199 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Denominator: | | | | | | | |
| Weighted-average common shares outstanding–basic | 308,080,226 | | | 300,580,978 | | | 303,319,053 | | | 298,974,146 | |
| Effect of dilutive securities: | | | | | | | |
| | | | | | | |
Share-based compensation plan (2) | 461,276 | | | 451,877 | | | 456,503 | | | 505,088 | |
Weighted-average common shares outstanding–diluted (3) | 308,541,502 | | | 301,032,855 | | | 303,775,556 | | | 299,479,234 | |
| | | | | | | |
| Net income per common share: | | | | | | | |
| Basic | $ | 0.07 | | | $ | 0.08 | | | $ | 0.19 | | | $ | 0.21 | |
| Diluted | $ | 0.07 | | | $ | 0.08 | | | $ | 0.19 | | | $ | 0.21 | |
(1)Unvested restricted stock units that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per share using the two-class method.
(2)Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options.
(3)The effect of the potential conversion of OP units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Class A common shares on a 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.
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 March 31,September 30, 2020 and 2019 (in thousands, except unit and per unit data):
| | | | | | | | | | | | | | | |
| For the Three Months Ended | | | | | | |
| | March 31, 2020 | | March 31, 2019 | | | | |
| Numerator: | | | | | | | |
| Net income | $ | 37,527 | | | $ | 33,091 | | | | | |
| Less: | | | | | | | |
| | | | | | | |
| Preferred distributions | 13,782 | | | 13,782 | | | | | |
| | | | | | | |
Allocation to participating securities (1) | 54 | | | 31 | | | | | |
| Numerator for income per common unit–basic and diluted | $ | 23,691 | | | $ | 19,278 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Denominator: | | | | | | | |
| Weighted-average common units outstanding–basic | 352,840,049 | | | 352,000,581 | | | | | |
| Effect of dilutive securities: | | | | | | | |
| | | | | | | |
Share-based compensation plan (2) | 491,999 | | | 611,186 | | | | | |
| Weighted-average common units outstanding–diluted | 353,332,048 | | | 352,611,767 | | | | | |
| | | | | | | |
| Net income per common unit: | | | | | | | |
| Basic | $ | 0.07 | | | $ | 0.05 | | | | | |
| Diluted | $ | 0.07 | | | $ | 0.05 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended
September 30, | | For the Nine Months Ended
September 30, |
| | 2020 | | 2019 | | 2020 | | 2019 |
| Numerator: | | | | | | | |
| Net income | $ | 40,153 | | | $ | 41,401 | | | $ | 109,487 | | | $ | 114,796 | |
| Less: | | | | | | | |
| | | | | | | |
| Preferred distributions | 13,782 | | | 13,782 | | | 41,346 | | | 41,346 | |
| | | | | | | |
Allocation to participating securities (1) | 56 | | | 48 | | | 152 | | | 122 | |
| Numerator for income per common unit–basic and diluted | $ | 26,315 | | | $ | 27,571 | | | $ | 67,989 | | | $ | 73,328 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Denominator: | | | | | | | |
| Weighted-average common units outstanding–basic | 360,107,206 | | | 352,714,480 | | | 355,346,033 | | | 352,362,220 | |
| Effect of dilutive securities: | | | | | | | |
| | | | | | | |
Share-based compensation plan (2) | 461,276 | | | 451,877 | | | 456,503 | | | 505,088 | |
| Weighted-average common units outstanding–diluted | 360,568,482 | | | 353,166,357 | | | 355,802,536 | | | 352,867,308 | |
| | | | | | | |
| Net income per common unit: | | | | | | | |
| Basic | $ | 0.07 | | | $ | 0.08 | | | $ | 0.19 | | | $ | 0.21 | |
| Diluted | $ | 0.07 | | | $ | 0.08 | | | $ | 0.19 | | | $ | 0.21 | |
(1)Unvested restricted stock units that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per share using the two-class method.
(2)Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options.
Note 13. Fair Value
The carrying amount of rents and other receivables, restricted cash, escrow deposits, prepaid expenses and other assets, and accounts payable and accrued expenses approximate fair value because of the short maturity of these amounts.
Our notes receivable are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the notes receivable by modeling the expected contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As the estimated current market rates were not substantially different from the discount rates originally applied, the carrying amount of notes receivable, net approximates fair value.
Our asset-backed securitizations and revolving credit facility are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the asset-backed securitizations by modeling the contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As our revolving credit facility bears interest at a floating rate based on an index plus a spread (see Note 8. Debt), management believes that the carrying value (excluding deferred financing costs) of the revolving credit facility reasonably approximates fair value. Our unsecured senior notes are also financial instruments which are classified as Level 2 in the fair value hierarchy as their fair values were estimated using observable inputs based on the market value of the last trade at the end of the period.
The following table displays the carrying values and fair values of our debt instruments as of March 31,September 30, 2020 and December 31, 2019 (in thousands):
| | | March 31, 2020 | | | December 31, 2019 | | | September 30, 2020 | | December 31, 2019 |
| | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| AH4R 2014-SFR2 securitization | AH4R 2014-SFR2 securitization | $ | 478,742 | | | $ | 489,685 | | | $ | 479,706 | | | $ | 491,302 | | AH4R 2014-SFR2 securitization | $ | 476,360 | | | $ | 490,024 | | | $ | 479,706 | | | $ | 491,302 | |
| AH4R 2014-SFR3 securitization | AH4R 2014-SFR3 securitization | 493,774 | | | 508,650 | | | 495,029 | | | 510,486 | | AH4R 2014-SFR3 securitization | 491,180 | | | 506,204 | | | 495,029 | | | 510,486 | |
| AH4R 2015-SFR1 securitization | AH4R 2015-SFR1 securitization | 518,530 | | | 532,012 | | | 519,576 | | | 534,531 | | AH4R 2015-SFR1 securitization | 516,367 | | | 531,225 | | | 519,576 | | | 534,531 | |
| AH4R 2015-SFR2 securitization | AH4R 2015-SFR2 securitization | 449,823 | | | 466,022 | | | 450,733 | | | 466,558 | | AH4R 2015-SFR2 securitization | 447,818 | | | 462,657 | | | 450,733 | | | 466,558 | |
| Total asset-backed securitizations | Total asset-backed securitizations | 1,940,869 | | | 1,996,369 | | | 1,945,044 | | | 2,002,877 | | Total asset-backed securitizations | 1,931,725 | | | 1,990,110 | | | 1,945,044 | | | 2,002,877 | |
| 2028 unsecured senior notes, net | 2028 unsecured senior notes, net | 493,786 | | | 508,780 | | | 493,589 | | | 531,870 | | 2028 unsecured senior notes, net | 494,181 | | | 568,775 | | | 493,589 | | | 531,870 | |
| 2029 unsecured senior notes, net | 2029 unsecured senior notes, net | 395,005 | | | 392,100 | | | 394,864 | | | 446,728 | | 2029 unsecured senior notes, net | 395,286 | | | 477,008 | | | 394,864 | | | 446,728 | |
| Total unsecured senior notes, net | Total unsecured senior notes, net | 888,791 | | | 900,880 | | | 888,453 | | | 978,598 | | Total unsecured senior notes, net | 889,467 | | | 1,045,783 | | | 888,453 | | | 978,598 | |
| Revolving credit facility | Revolving credit facility | 105,000 | | | 105,000 | | | — | | | — | | Revolving credit facility | 0 | | | 0 | | | 0 | | | 0 | |
| Total debt | Total debt | $ | 2,934,660 | | | $ | 3,002,249 | | | $ | 2,833,497 | | | $ | 2,981,475 | | Total debt | $ | 2,821,192 | | | $ | 3,035,893 | | | $ | 2,833,497 | | | $ | 2,981,475 | |
Note 14. Related Party Transactions
As of March 31,September 30, 2020 and December 31, 2019, affiliates owned approximately 14.9%14.2% and 13.6%, respectively, of the Company’s outstanding Class A common shares. On a fully-diluted basis, affiliates held (including consideration of 635,075 Class B common shares and 51,272,165 Class A units as of March 31,September 30, 2020 and December 31, 2019) an approximate 27.4% and 26.3% interest as of March 31,September 30, 2020 and December 31, 2019, respectively.2019.
American Homes 4 Rent
As of March 31, 2020, the Company had $8.5 million of receivables related to unconsolidated joint ventures, which were included in escrow deposits, prepaid expenses and other assets on the Company’s condensed consolidated balance sheets. As of December 31, 2019, the Company had a $4.6 million payable related to accrued common distributions to affiliates, which was included in amounts payable to affiliates on the Company’s condensed consolidated balance sheets.
American Homes 4 Rent, L.P.
As of March 31,September 30, 2020, the Operating Partnership had a receivable from affiliates of $25.7 million related to the asset-backed securitization certificates held by AH4R, which was included in amounts due from affiliates on the Operating Partnership’s condensed consolidated balance sheets, and $8.5 million of receivables related to unconsolidated joint ventures, which were included in escrow deposits, prepaid expenses and other assets on the Operating Partnership’s condensed consolidated balance sheets. As of December 31, 2019, the Operating Partnership had a receivable from affiliates of $25.7 million related to the asset-backed securitization certificates held by AH4R, which was included in amounts due from affiliates on the Operating Partnership’s condensed consolidated balance sheets, and had a $4.6 million payable related to accrued common distributions to affiliates, which was included in amounts payable to affiliates on the Operating Partnership’s condensed consolidated balance sheets.
Note 15. Commitments and Contingencies
As of March 31,September 30, 2020, the Company had commitments to acquire 258396 single-family properties for an aggregate purchase price of $71.3$99.8 million, as well as $38.8$65.5 million in purchase commitments that relate to both third-party developer agreements and land for our AMH Development Program. As of December 31, 2019, the Company had commitments to acquire 289 single-family properties for an aggregate purchase price of $75.1 million, as well as $44.3 million in purchase commitments that relate to both third-party developer agreements and land for our AMH Development Program.
As of March 31,September 30, 2020 and December 31, 2019, the Company had sales in escrow for approximately 109108 and 305 of our single-family properties, respectively, for aggregate selling prices of $25.9$26.7 million and $57.5 million, respectively.
As of March 31,September 30, 2020 and December 31, 2019, the Company, as a condition for entering into some of its development contracts, had outstanding surety bonds of approximately $23.4$36.0 million and $14.5 million, respectively.
During the third quarter of 2020, we received a notice from the Georgia Attorney General’s Office seeking certain information relevant to an investigation they are conducting about our customary landlord-tenant matters. We are cooperating with the Georgia Attorney General’s Office on this matter.
The Company is currently involved in a legal matter with a former employee. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As
of September 30, 2020, the Company recorded a provision of $2.9 million for its estimated liability, net of insurance recoveries, related to this matter.
We are involved in various other legal and administrative proceedings that are incidental to our business. We believe these matters will not have a materially adverse effect on our financial position or results of operations upon resolution.
COVID-19 Pandemic
The global economy has continued to be severely impacted by the COVID-19 pandemic. We are actively monitoring the impact of the COVID-19 pandemic, which we anticipate will negatively impact our business and results of operations for our fourth fiscal quarter and likely beyond. The extent to which our operations will be impacted will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the pandemic, the speed and effectiveness of vaccine and treatment developments and actions by government authorities to contain the pandemic or treat its impact, among other things.
Note 16. Subsequent Events
COVID-19 Pandemic
Subsequent to March 31, 2020, the global economy has continued to be severely impacted by the COVID-19 pandemic. We are actively monitoring the impact of the COVID-19 pandemic, which we anticipate will negatively impact our business and results of operations for our second 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 and actions by government authorities to contain the pandemic or treat its impact, among other things.
Subsequent Acquisitions
From AprilOctober 1, 2020 through April 30,October 31, 2020, the Company added 158202 properties to its portfolio for a total cost of approximately $39.2$57.0 million, which included 143 homes developed95 newly constructed properties delivered through our new construction channel.AMH Development Program and 15 newly constructed homes acquired from third-party developers through our National Builder Program.
Subsequent Dispositions
From AprilOctober 1, 2020 through April 30,October 31, 2020, the Company disposed of 6079 properties for aggregate net proceeds of approximately $13.8$18.2 million.
Subsequent Joint Venture Activity
From October 1, 2020 through October 31, 2020, the Company contributed $22.9 million of land and in-process development projects to unconsolidated joint ventures and received $18.3 million in cash distributions from unconsolidated joint ventures in respect of its contributions.
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 March 31,September 30, 2020, we owned 52,77653,229 single-family properties in selected sub-markets of metropolitan statistical areas or MSAs,(“MSAs”) in 22 states, including 960813 properties held for sale, compared to 52,552 single-family properties in 22 states, including 1,187 properties held for sale, as of December 31, 2019, and 52,92352,537 single-family properties in 22 states, including 1,7931,439 properties held for sale as of March 31,September 30, 2019. As of March 31,September 30, 2020, we had commitments to acquire an additional 258396 single-family properties for an aggregate purchase price of $71.3$99.8 million, as well as $38.8$65.5 million in purchase commitments that relate to both third-party developer agreements and land for our AMH Development Program. As of March 31,September 30, 2020, 49,029,51,090, or 94.6%97.5%, of our total properties (excluding properties held for sale) were occupied, compared to 48,767, or 94.9%, of our total properties (excluding properties held for sale) as of December 31, 2019, and 48,867,48,868, or 95.6%, of our total properties (excluding properties held for sale) as of March 31,September 30, 2019. Also, as of March 31,September 30, 2020, the Company had an additional 8761,131 properties held in unconsolidated joint ventures, representing a net increase of 68 properties, compared to 808 properties held in unconsolidated joint ventures as of December 31, 2019, and a net increase of 258 properties, compared to 618717 properties held in unconsolidated joint ventures as of March 31,September 30, 2019. Our portfolio of single-family properties, including those held in our unconsolidated joint ventures, is internally managed through our proprietary property management platform.
COVID-19 Business Update
Since the COVID-19 pandemic began towards the end of the first quarter, the The Company has been able to maintainmaintained continuity in business operations throughsince the usebeginning of the COVID-19 pandemic and produced strong operating results in the third quarter of 2020 demonstrating the flexibility of its mobile technology enabled operating platform as it prioritizesand the health and safetyresiliency of its residents and employees.The Company has implemented comprehensivehigh-quality, diversified portfolio. Comprehensive remote working policies remain in place for all corporate and field offices, and additional safety measures for field staffoperational protocols have been tailored based on state and local mandates to ensure continuity of services, while protecting employees, residents and their families.
TheDriven by shifting housing preferences as households migrate away from city centers and apartments, the Company has waived late fees and halted evictions for nonpayment of rent for the months of April and May 2020 and is experiencing lowerrecord demand levels of resident move-outs with an April 2020 Same-Home portfolio monthly turnover rate of 3.0%, which compares to 3.2% in April 2019. The Company has also offered zero percent increases on renewal leases signed in April and May. New leasing activity continues without interruption, as the Company’s proprietary Let Yourself In℠ technology provides full functionality for prospective residents to tour homes, submit applications and execute leases while following social distancing guidelines, resulting in an April 2020reported its highest ever Same-Home portfolio Average Occupied Days PercentagePercentages in September and October 2020 of approximately 95.1%.97.2% and 97.2%, respectively. Additionally, as the Company collected 95%entered the third quarter of April rents2020, it began a socially responsible return to normal operating practices, including the assessment of late fees, in jurisdictions where allowable, and collected 82% of May rents through May 5, 2020, which represents approximately 94% of rent typically collected during the first five calendar days of the month. Our reported collections numbers reflect actual cash payments received, without application of security deposits, compared to our historic collection levels.modest renewal increases on expiring leases.
As previously announced,Collections continue to remain resilient. The Company reported third quarter 2020 rental revenue equivalent to 98.0% of quarterly rental billings, comprised of: (i) one percentage point of second quarter 2020 rental billings received and recognized in the Companythird quarter and (ii) 97.0% of revenue recognition on third quarter rental billings. On a cumulative basis through October 2020, we have now received 97.5% of second quarter rental billings and 96.3% of third quarter rental billings, which is continuing its temporary suspensionconsistent with second quarter payment history for the same time frame. Collections are reported without application of traditional acquisition channel and National Builder Program acquisitions. However, where in compliance with state and local mandates, the Company is continuing construction activity on its pipeline of internally developed built-for-rental homes.any existing resident security deposits or adjustment for deferred payment plans.
TheDuring October 2020, the Company has collected 93.7% of October rents, which represents 101% of second quarter 2020 payment history for the same time frame.
Although the Company has produced strong operating results to date during the COVID-19 pandemic, the extent to which the COVID-19 pandemic will ultimately impact us and our residents will depend on future developments which are highly uncertain.These include the scope, severity and duration of the pandemic, including resurgences, status of eviction moratoriums, the speed and effectiveness of vaccine and treatment developments and the direct and indirect economic effects of the pandemic and containment measures, among others.
For more information on risks related to COVID-19, see Part II, “Item 1A. Risk Factors—We are subject to risks from the global pandemic associated with COVID-19 and we may in the future be subject to risks from other public health crises.”
Key Single-Family Property and Leasing Metrics
The following table summarizes certain key single-family properties metrics as of March 31,September 30, 2020:
| | Market | Market | | Number of Single-Family Properties (1) | | % of Total Single-Family Properties | | Gross Book Value (millions) | | % of Gross Book Value Total | | Avg. Gross Book Value per Property | | Avg.
Sq. Ft. | | Avg. Property Age (years) | | Avg. Year
Purchased | Market | | Number of Single-Family Properties (1) | | % of Total Single-Family Properties | | Gross Book Value (millions) | | % of Gross Book Value Total | | Avg. Gross Book Value per Property | | Avg.
Sq. Ft. | | Avg. Property Age (years) | | Avg. Year
Purchased or Delivered |
| Atlanta, GA | Atlanta, GA | | 4,809 | | | 9.3 | % | | $ | 867.6 | | | 9.0 | % | | $ | 180,405 | | | 2,161 | | | 17.5 | | 2015 | Atlanta, GA | | 4,919 | | | 9.4 | % | | $ | 903.5 | | | 9.2 | % | | $ | 183,684 | | | 2,165 | | | 17.3 | | 2015 |
| Dallas-Fort Worth, TX | Dallas-Fort Worth, TX | | 4,319 | | | 8.3 | % | | 715.8 | | | 7.5 | % | | 165,729 | | | 2,117 | | | 16.0 | | 2014 | Dallas-Fort Worth, TX | | 4,309 | | | 8.2 | % | | 717.9 | | | 7.3 | % | | 166,603 | | | 2,117 | | | 16.5 | | 2014 |
| Charlotte, NC | Charlotte, NC | | 3,703 | | | 7.1 | % | | 718.7 | | | 7.5 | % | | 194,074 | | | 2,097 | | | 15.9 | | 2015 | Charlotte, NC | | 3,789 | | | 7.2 | % | | 748.1 | | | 7.6 | % | | 197,444 | | | 2,099 | | | 16.0 | | 2015 |
| Phoenix, AZ | Phoenix, AZ | | 3,115 | | | 6.0 | % | | 548.5 | | | 5.7 | % | | 176,089 | | | 1,835 | | | 16.5 | | 2015 | Phoenix, AZ | | 3,114 | | | 5.9 | % | | 552.5 | | | 5.6 | % | | 177,414 | | | 1,835 | | | 17.0 | | 2015 |
| Houston, TX | Houston, TX | | 3,032 | | | 5.9 | % | | 499.3 | | | 5.2 | % | | 164,676 | | | 2,094 | | | 14.2 | | 2014 | Houston, TX | | 2,988 | | | 5.7 | % | | 495.8 | | | 5.0 | % | | 165,923 | | | 2,094 | | | 14.7 | | 2014 |
| Nashville, TN | Nashville, TN | | 2,818 | | | 5.4 | % | | 601.3 | | | 6.3 | % | | 213,364 | | | 2,109 | | | 14.8 | | 2015 | Nashville, TN | | 2,868 | | | 5.5 | % | | 619.8 | | | 6.3 | % | | 216,094 | | | 2,109 | | | 15.0 | | 2015 |
| Indianapolis, IN | Indianapolis, IN | | 2,804 | | | 5.4 | % | | 431.0 | | | 4.5 | % | | 153,708 | | | 1,930 | | | 17.5 | | 2013 | Indianapolis, IN | | 2,801 | | | 5.3 | % | | 433.7 | | | 4.4 | % | | 154,853 | | | 1,930 | | | 18.0 | | 2013 |
| Tampa, FL | Tampa, FL | | 2,315 | | | 4.5 | % | | 461.4 | | | 4.8 | % | | 199,294 | | | 1,943 | | | 14.7 | | 2015 | Tampa, FL | | 2,417 | | | 4.6 | % | | 488.5 | | | 5.0 | % | | 202,117 | | | 1,943 | | | 14.4 | | 2015 |
| Jacksonville, FL | Jacksonville, FL | | 2,266 | | | 4.4 | % | | 402.2 | | | 4.2 | % | | 177,513 | | | 1,938 | | | 14.8 | | 2015 | Jacksonville, FL | | 2,374 | | | 4.5 | % | | 431.8 | | | 4.4 | % | | 181,887 | | | 1,938 | | | 14.6 | | 2015 |
| Raleigh, NC | Raleigh, NC | | 2,077 | | | 4.0 | % | | 383.7 | | | 4.0 | % | | 184,753 | | | 1,877 | | | 15.0 | | 2014 | Raleigh, NC | | 2,093 | | | 4.0 | % | | 389.5 | | | 4.0 | % | | 186,084 | | | 1,879 | | | 15.3 | | 2014 |
| Columbus, OH | Columbus, OH | | 2,043 | | | 3.9 | % | | 353.6 | | | 3.7 | % | | 173,098 | | | 1,870 | | | 18.2 | | 2015 | Columbus, OH | | 2,046 | | | 3.9 | % | | 356.5 | | | 3.6 | % | | 174,226 | | | 1,870 | | | 18.7 | | 2015 |
| Cincinnati, OH | Cincinnati, OH | | 1,969 | | | 3.8 | % | | 345.3 | | | 3.6 | % | | 175,372 | | | 1,851 | | | 17.7 | | 2013 | Cincinnati, OH | | 1,967 | | | 3.8 | % | | 347.1 | | | 3.5 | % | | 176,466 | | | 1,853 | | | 18.2 | | 2013 |
| Greater Chicago area, IL and IN | Greater Chicago area, IL and IN | | 1,743 | | | 3.4 | % | | 318.3 | | | 3.3 | % | | 182,616 | | | 1,869 | | | 18.6 | | 2013 | Greater Chicago area, IL and IN | | 1,731 | | | 3.3 | % | | 317.8 | | | 3.2 | % | | 183,566 | | | 1,869 | | | 19.1 | | 2013 |
| Orlando, FL | Orlando, FL | | 1,702 | | | 3.3 | % | | 309.2 | | | 3.2 | % | | 181,646 | | | 1,897 | | | 18.3 | | 2014 | Orlando, FL | | 1,739 | | | 3.3 | % | | 321.8 | | | 3.3 | % | | 185,020 | | | 1,901 | | | 18.2 | | 2015 |
| Salt Lake City, UT | Salt Lake City, UT | | 1,462 | | | 2.8 | % | | 362.2 | | | 3.8 | % | | 247,729 | | | 2,183 | | | 17.6 | | 2014 | Salt Lake City, UT | | 1,545 | | | 2.9 | % | | 396.5 | | | 4.0 | % | | 256,653 | | | 2,185 | | | 17.1 | | 2015 |
| Charleston, SC | Charleston, SC | | 1,204 | | | 2.3 | % | | 241.9 | | | 2.5 | % | | 200,948 | | | 1,971 | | | 11.7 | | 2015 | Charleston, SC | | 1,242 | | | 2.4 | % | | 253.4 | | | 2.6 | % | | 204,036 | | | 1,972 | | | 11.9 | | 2016 |
| Las Vegas, NV | Las Vegas, NV | | 1,039 | | | 2.0 | % | | 186.6 | | | 1.9 | % | | 179,581 | | | 1,845 | | | 16.8 | | 2013 | Las Vegas, NV | | 1,077 | | | 2.1 | % | | 198.2 | | | 2.0 | % | | 184,017 | | | 1,852 | | | 16.7 | | 2013 |
| San Antonio, TX | San Antonio, TX | | 1,018 | | | 2.0 | % | | 164.5 | | | 1.7 | % | | 161,603 | | | 2,012 | | | 15.8 | | 2014 | San Antonio, TX | | 931 | | | 1.8 | % | | 150.7 | | | 1.5 | % | | 161,893 | | | 2,019 | | | 16.5 | | 2014 |
| Savannah/Hilton Head, SC | Savannah/Hilton Head, SC | | 885 | | | 1.7 | % | | 160.0 | | | 1.7 | % | | 180,789 | | | 1,861 | | | 12.5 | | 2015 | Savannah/Hilton Head, SC | | 916 | | | 1.7 | % | | 168.2 | | | 1.7 | % | | 183,625 | | | 1,871 | | | 12.6 | | 2016 |
| Denver, CO | Denver, CO | | 831 | | | 1.6 | % | | 247.1 | | | 2.6 | % | | 297,340 | | | 2,104 | | | 17.7 | | 2015 | Denver, CO | | 829 | | | 1.6 | % | | 247.8 | | | 2.5 | % | | 298,932 | | | 2,106 | | | 18.2 | | 2015 |
All Other (2) | All Other (2) | | 6,662 | | | 12.9 | % | | 1,281.5 | | | 13.3 | % | | 192,356 | | | 1,880 | | | 15.5 | | 2014 | All Other (2) | | 6,721 | | | 12.9 | % | | 1,297.7 | | | 13.3 | % | | 193,077 | | | 1,877 | | | 15.7 | | 2015 |
| Total / Average | | 51,816 | | | 100.0 | % | | $ | 9,599.7 | | | 100.0 | % | | $ | 185,265 | | | 1,986 | | | 16.1 | | 2014 | |
| Total/Average | | Total/Average | | 52,416 | | | 100.0 | % | | $ | 9,836.8 | | | 100.0 | % | | $ | 187,667 | | | 1,987 | | | 16.3 | | 2014 |
(1)Excludes 960813 single-family properties held for sale as of March 31,September 30, 2020.
(2)Represents 15 markets in 14 states.
The following table summarizes certain key leasing metrics as of March 31,September 30, 2020:
| | | Total Single-Family Properties (1) | | | Total Single-Family Properties (1) |
| Market | 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) | Market | | Avg. Occupied Days Percentage (2) | | Avg. Monthly Realized Rent per property (3) | | Avg. Original Lease Term (months) (4) | | Avg. Remaining Lease Term (months) (4) | | Avg. Blended Change in Rent (5) |
| Atlanta, GA | Atlanta, GA | | 94.4 | % | | $ | 1,646 | | | 12.0 | | | 5.6 | | | 4.8 | % | Atlanta, GA | | 97.0 | % | | $ | 1,671 | | | 12.0 | | | 7.2 | | | 2.8 | % |
| Dallas-Fort Worth, TX | Dallas-Fort Worth, TX | | 94.7 | % | | 1,783 | | | 12.1 | | | 5.8 | | | 3.2 | % | Dallas-Fort Worth, TX | | 96.2 | % | | 1,796 | | | 12.2 | | | 6.8 | | | 2.4 | % |
| Charlotte, NC | Charlotte, NC | | 94.5 | % | | 1,623 | | | 12.4 | | | 5.8 | | | 3.5 | % | Charlotte, NC | | 97.8 | % | | 1,652 | | | 12.3 | | | 7.4 | | | 2.9 | % |
| Phoenix, AZ | Phoenix, AZ | | 96.6 | % | | 1,482 | | | 12.0 | | | 6.1 | | | 7.9 | % | Phoenix, AZ | | 98.0 | % | | 1,515 | | | 12.0 | | | 6.6 | | | 5.3 | % |
| Houston, TX | Houston, TX | | 93.9 | % | | 1,670 | | | 12.4 | | | 5.5 | | | 3.0 | % | Houston, TX | | 95.8 | % | | 1,685 | | | 12.4 | | | 7.0 | | | 1.7 | % |
| Nashville, TN | Nashville, TN | | 93.7 | % | | 1,759 | | | 12.0 | | | 5.6 | | | 3.9 | % | Nashville, TN | | 95.6 | % | | 1,787 | | | 12.0 | | | 7.1 | | | 2.1 | % |
| Indianapolis, IN | Indianapolis, IN | | 95.1 | % | | 1,454 | | | 12.0 | | | 5.8 | | | 3.6 | % | Indianapolis, IN | | 97.0 | % | | 1,481 | | | 12.0 | | | 7.1 | | | 3.4 | % |
| Tampa, FL | Tampa, FL | | 93.1 | % | | 1,730 | | | 12.1 | | | 6.1 | | | 3.3 | % | Tampa, FL | | 97.2 | % | | 1,745 | | | 12.0 | | | 7.1 | | | 2.8 | % |
| Jacksonville, FL | Jacksonville, FL | | 93.4 | % | | 1,609 | | | 12.0 | | | 5.9 | | | 3.5 | % | Jacksonville, FL | | 97.0 | % | | 1,632 | | | 12.0 | | | 7.0 | | | 3.0 | % |
| Raleigh, NC | Raleigh, NC | | 93.9 | % | | 1,571 | | | 12.0 | | | 5.9 | | | 3.6 | % | Raleigh, NC | | 96.4 | % | | 1,581 | | | 12.3 | | | 7.2 | | | 2.1 | % |
| Columbus, OH | Columbus, OH | | 96.0 | % | | 1,668 | | | 12.0 | | | | 5.9 | | | 3.9 | % | Columbus, OH | | 98.0 | % | | 1,698 | | | 12.0 | | | 6.8 | | | 3.0 | % |
| Cincinnati, OH | Cincinnati, OH | | 96.7 | % | | 1,629 | | | 12.0 | | | | 5.6 | | | 4.8 | % | Cincinnati, OH | | 97.1 | % | | 1,659 | | | 11.9 | | | 7.0 | | | 3.1 | % |
| Greater Chicago area, IL and IN | Greater Chicago area, IL and IN | | 96.3 | % | | 1,889 | | | 12.2 | | | | 6.0 | | | 2.7 | % | Greater Chicago area, IL and IN | | 97.3 | % | | 1,916 | | | 12.2 | | | 7.1 | | | 3.1 | % |
| Orlando, FL | Orlando, FL | | 95.4 | % | | 1,701 | | | 12.1 | | | | 5.8 | | | 4.7 | % | Orlando, FL | | 96.0 | % | | 1,736 | | | 12.1 | | | 7.3 | | | 2.0 | % |
| Salt Lake City, UT | Salt Lake City, UT | | 94.2 | % | | 1,810 | | | 12.0 | | | | 6.0 | | | 5.5 | % | Salt Lake City, UT | | 97.7 | % | | 1,836 | | | 12.1 | | | 7.3 | | | 3.9 | % |
| Charleston, SC | Charleston, SC | | 91.8 | % | | 1,723 | | | 12.0 | | | | 6.2 | | | 3.3 | % | Charleston, SC | | 97.0 | % | | 1,763 | | | 12.0 | | | 7.2 | | | 3.0 | % |
| Las Vegas, NV | Las Vegas, NV | | 94.5 | % | | 1,618 | | | 12.0 | | | | 5.8 | | | 6.1 | % | Las Vegas, NV | | 97.0 | % | | 1,637 | | | 12.0 | | | 7.1 | | | 3.8 | % |
| San Antonio, TX | San Antonio, TX | | 94.1 | % | | 1,562 | | | 12.1 | | | | 5.5 | | | 2.9 | % | San Antonio, TX | | 95.4 | % | | 1,572 | | | 12.1 | | | 6.8 | | | 1.5 | % |
| Savannah/Hilton Head, SC | Savannah/Hilton Head, SC | | 93.0 | % | | 1,580 | | | 12.1 | | | | 5.9 | | | 3.3 | % | Savannah/Hilton Head, SC | | 96.4 | % | | 1,613 | | | 12.1 | | | 7.1 | | | 2.2 | % |
| Denver, CO | Denver, CO | | 94.8 | % | | 2,245 | | | 12.0 | | | | 5.7 | | | 4.4 | % | Denver, CO | | 94.9 | % | | 2,284 | | | 12.1 | | | 7.1 | | | 3.1 | % |
All Other (6) | All Other (6) | | 95.4 | % | | 1,640 | | | 12.0 | | | | 5.7 | | | 4.9 | % | All Other (6) | | 97.0 | % | | 1,668 | | | 12.1 | | | 7.1 | | | 2.7 | % |
| Total / Average | | 94.7 | % | | $ | 1,664 | | | 12.1 | | | 5.8 | | | 4.2 | % | |
| Total/Average | | Total/Average | | 96.9 | % | | $ | 1,689 | | | 12.1 | | | 7.1 | | | 2.8 | % |
(1)Leasing information excludes 960813 single-family properties held for sale as of March 31,September 30, 2020.
(2)For the three months ended March 31,September 30, 2020, Average Occupied Days Percentage represents the number of days a property is occupied in the period divided by the total number of days the property is owned during the same period.period after initially being placed in-service.
(3)For the three months ended March 31,September 30, 2020, Average Monthly Realized Rent is calculated as the lease component of rents and other single-family property revenues (i.e., rents from single-family properties) divided by the product of (a) number of properties and (b) Average Occupied Days Percentage, divided by the number of months. For properties partially owned during the period, this is adjusted to reflect the number of days of ownership.
(4)Average Original Lease Term and Average Remaining Lease Term are reflected as of period end.
(5)Represents the percentage change in rent on all non-month-to-month lease renewals and re-leases during the three months ended March 31,September 30, 2020, compared to the annual rent of the previously expired non-month-to-month comparable long-term lease for each property.
(6)Represents 15 markets in 14 states.
We believe these key single-family property and leasing metrics provide useful information to investors because they allow investors to understand the composition and performance of our properties on a market by market basis. Management also uses these metrics to understand the composition and performance of our properties at the market level.
Factors That Affect Our Results of Operations and Financial Condition
Our results of operations and financial condition are affected by numerous factors, many of which are beyond our control. Currently, the most significant factor impacting us is the effect of the COVID-19 pandemic, which is discussed above.Other key factors that impact our results of operations and financial condition include the pace at which we identify and acquire suitable properties, the time and cost required to renovate the acquired properties, the pace and cost of our property developments, the time to lease newly acquired or developed properties at acceptable rental rates, occupancy levels, rates of tenant turnover, the length of vacancy in properties between tenant leases, our expense ratios, our ability to raise capital and our capital structure.
Property Acquisitions, Development and Dispositions
Since our formation, we have rapidly but systematically grown our portfolio of single-family properties. Our ability to identify and acquire homes that meet our investment criteria is impacted by home prices in our target markets, the inventory of properties available-for-sale through traditional acquisition channels, competition for our target assets and our available capital. We are increasingly focused on developing “built-for-rental” homes through our internal AMH Development Program and acquiring newly constructed homes from third-party developers through our National Builder Program. Opportunities from these new
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 March 31,September 30, 2020, we developed or acquired or developed 656508 homes, including 401400 newly constructed properties delivered through our AMH Development Program and National Builder Programs and 255108 homes acquired through our National Builder Program and traditional acquisition channels,channel, partially offset by 410233 homes sold and 2246 homes contributed to an unconsolidated joint venture. Although weventures. We are currently continuing construction activity on our existing pipeline of internally developed built-for-rental homes, subject to compliance with state and local mandates related to COVID-19, given market uncertainties regarding future asset values,and we have temporarily suspendedresumed acquisitions through our National Builder Program and traditional acquisition channel and National Builder acquisition programs.channel.
Our properties held for sale were identified based on sub-market analysis, as well as individual property-level operational review. As of March 31,September 30, 2020 and December 31, 2019, there were 960813 and 1,187 properties, respectively, classified as held for sale. We will continue to evaluate our properties for potential disposition going forward as a normal course of business.
Property Operations
Homes added to our portfolio through new construction channels include properties developed through our internal AMH Development Program and newly constructed properties acquired from third-party developers through our National Builder Program. Rental homes developed through these channelsour AMH Development Program involve substantial up-front costs, time to acquire and develop land, time to build the rental home, and time to lease the rental home before the home generates income. This process is dependent upon the nature of each lot acquired and the timeline varies primarily due to land development requirements. Once land development requirements have been met, on average it takes approximately four to six months to complete the rental home vertical construction process. Our internal construction program is managed by our team of development professionals that oversee the full rental home construction process including all land development and work performed by subcontractors. We typically incur costs between $200,000 and $350,000 to acquire and develop land and build a rental home. Homes added fromthrough our new construction channelsAMH Development Program are available for lease immediately upon or shortly after receipt of a certificate of occupancy. Rental homes acquired from third-party developers through our National Builder Program are dependent on the inventory of newly constructed homes and homes currently under construction.
Homes added to our portfolio through traditional acquisition channels require expenditures in addition to payment of the purchase price, including property inspections, closing costs, liens, title insurance, transfer taxes, recording fees, broker commissions, property taxes and homeowner association (“HOA”) fees, when applicable. In addition, we typically incur costs between $15,000 and $30,000 to renovate a home acquired through traditional acquisition channels to prepare it for rental. Renovation work varies, but may include paint, flooring, cabinetry, appliances, plumbing hardware and other items required to prepare the home for rental. The time and cost involved to prepare our homes for rental can impact our financial performance and varies among properties based on several factors, including the source of acquisition channel and age and condition of the property. On average, it takes approximately 40 to 60 days to complete the renovation process.
Our operating results are also impacted by the amount of time it takes to market and lease a property, which can vary greatly among properties, and is impacted by local demand, our marketing techniques and the size of our available inventory. On average, it takes approximately 20 to 40 days to lease a property after acquiring or developing a new property through our new construction channels or after completing the renovation process for a traditionally acquired property. Lastly, our operating results are impacted by the length of stay of our tenants and the amount of time it takes to prepare and re-lease a property after a tenant vacates. This process, which we refer to as “turnover,” is impacted by numerous factors, including the condition of the home upon move-out of the previous tenant, and by local demand, our marketing techniques and the size of our available inventory at the time of the turnover. On average, it takes approximately 40 to 60 days to complete the turnover process.
Revenues
Our revenues are derived primarily from rents collected from tenants for our single-family properties under lease agreements which typically have a term of one year. Our rental rates and occupancy levels are affected by macroeconomic factors and local and property-level factors, including market conditions, seasonality and tenant defaults, and the amount of time it takes to turn properties when tenants vacate. Additionally, our ability to collect revenues and related operating results are impacted by the credit worthiness and quality of our tenants. On average, our tenants have household incomes ranging from $70,000 to $110,000 and primarily consist of families with approximately two adults and one or more children.
Our rents and other single-family property revenues are comprised of rental revenue from single-family properties, fees from our single-family property rentals and “tenant charge-backs,” which are primarily related to cost recoveries on utilities.
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 3.6%2.7% for the three months ended March 31,September 30, 2020, and we experienced turnover rates remained flat at 8.0% for bothof 9.2% and 10.8% during the three months ended March 31,September 30, 2020 and 2019. However,2019, respectively. Based on our Same-Home population of properties, the year-over-year increase in Average Monthly Realized Rent per property was 3.1% for the nine months ended September 30, 2020, and we experienced turnover rates of 26.3% and 29.6% during the nine months ended September 30, 2020 and 2019, respectively. In response to the COVID-19 pandemic, we are offeringwaived month-to-month lease premiums and offered zero percent increases on newly signed renewal leases signed inbetween April and May.July 2020 and then began a socially responsible return to normal operating practices including modest renewal increases on expiring leases.
Expenses
We monitor the following categories of expenses that we believe most significantly affect our results of operations.
Property Operating Expenses
Once a property is available for lease for the first time, which we refer to as “rent-ready,” we incur ongoing property-related expenses which may not be subject to our control. These include primarily property taxes, repairs and maintenance (“R&M”), turnover costs, HOA fees (when applicable) and insurance.
Property Management Expenses
As we internally manage our portfolio of single-family properties through our proprietary property management platform, we incur costs such as salary expenses for property management personnel, lease expenses and operating costs for property management offices and technology expenses for maintaining our property management platform. As part of developing our property management platform, we have made significant investments in our infrastructure, systems and technology. We believe that these investments will enable our property management platform to become more efficient over time, especially as our portfolio grows. Also included in property management expenses is noncash share-based compensation expense related to centralized and field property management employees.
Seasonality
We believe that our business and related operating results will be impacted by seasonal factors throughout the year. We experience higher levels of tenant move-outs and move-ins during the late spring and summer months, which impacts both our rental revenues and related turnover costs. Our property operating costs are seasonally impacted in certain markets for expenses such as HVAC repairs, turn costs and landscaping expenses during the summer season. Additionally, our single-family properties are at greater risk in certain markets for adverse weather conditions such as hurricanes in the late summer months and extreme cold weather in the winter months.
General and Administrative Expense
General and administrative expense primarily consists of corporate payroll and personnel costs, federal and state taxes, trustees’ and officers’ insurance expenses, audit and tax fees, trustee fees and other expenses associated with our corporate and administrative functions. Also included in general and administrative expense is noncash share-based compensation expense related to corporate administrative employees.
Results of Operations
Net income totaled $37.5$40.2 million for the three months ended March 31,September 30, 2020, compared to net income of $33.1$41.4 million for the three months ended March 31,September 30, 2019. This improvementdecrease was primarily attributable to higher revenues resulting from a larger number of occupied propertiesincreased uncollectible rents and tenant utility reimbursements related to the COVID-19 pandemic, partially offset by growth in the Company’s portfolio and higher rental rates, which were offset in part by higher property management expenses, higher generaloccupancy. Net income totaled $109.5 million for the nine months ended September 30, 2020, compared to net income of $114.8 million for the nine months ended September 30, 2019. This decrease was primarily attributable to increased uncollectible rents and administrative expensetenant utility reimbursements related to the COVID-19 pandemic and a noncash write-down included in other expenses associated with the liquidation of legacy joint ventures, which were acquired as part of the American Residential Properties, Inc. (“ARPI”) merger in February 2016, as well as an increase2016. This decrease was offset in gain on sale of single-family propertiespart by growth in the Company’s portfolio and other, net.higher occupancy.
As we continue to grow our portfolio with a portion of our homes still recently developed, acquired and/or renovated, we distinguish our portfolio of homes between Same-Home properties and Non-Same-Home and Other properties in evaluating our
operating performance. We classify a property as Same-Home if it has been stabilized longer than 90 days prior to the beginning of the earliest period presented under comparison and if it has not been classified as held for sale or taken out of service as a result of a casualty loss, which allows the performance of these properties to be compared between periods. Single-family properties that we acquire individually (i.e., not through a bulk purchase) are classified as either stabilized or non-stabilized. A property is classified as stabilized once it has been renovated by the Company or newly constructed and then initially leased or available for rent for a period greater than 90 days. Properties acquired through a bulk purchase are first considered non-stabilized, as an entire group, until (1) we have owned them for an adequate period of time to allow for complete on-boarding to our operating platform, and (2) a substantial portion of the properties have experienced tenant turnover at least once under our ownership, providing the opportunity for
renovations and improvements to meet our property standards. After such time has passed, properties acquired through a bulk purchase are then evaluated on an individual property basis under our standard stabilization criteria. All other properties, including those classified as held for sale or taken out of service as a result of a casualty loss, are classified as Non-Same-Home and Other.
One of the primary financial measures we use in evaluating the operating performance of our single-family properties is Core Net Operating Income (“Core NOI”), which we also present separately for our Same-Home portfolio. Core NOI is a supplemental non-GAAP financial measure that we define as core revenues, which is calculated as total revenues, excluding expenses reimbursed by tenant charge-backs and other revenues, less core property operating expenses, which is calculated as property operating and property management expenses, excluding noncash share-based compensation expense and expenses reimbursed by tenant charge-backs.
Core NOI also excludes (1) gain or loss on early extinguishment of debt, (2) hurricane-related charges, net, which result in material charges to the impacted single-family properties, (3) gain or loss on sales of single-family properties and other, (4) depreciation and amortization, (5) acquisition and other transaction costs incurred with business combinations and the acquisition or disposition of properties as well as nonrecurring items unrelated to ongoing operations, (6) noncash share-based compensation expense, (7) interest expense, (8) general and administrative expense, (9) other expenses and (10) other revenues. We believe Core NOI provides useful information to investors about the operating performance of our single-family properties without the impact of certain operating expenses that are reimbursed through tenant charge-backs.
Core NOI and Same-Home Core NOI should be considered only as supplements to net income or loss as a measure of our performance and should not be used as measures of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions. Additionally, these metrics should not be used as substitutes for net income or loss or net cash flows from operating activities (as computed in accordance with GAAP)accounting principles generally accepted in the United States of America (“GAAP”)).
Comparison of the Three Months Ended March 31,September 30, 2020 to the Three Months Ended March 31,September 30, 2019
The following table presents a summary of Core NOI for our Same-Home properties, Non-Same-Home and Other properties, and total properties for the three months ended March 31,September 30, 2020 and 2019 (in thousands):
| | | | For the Three Months Ended March 31, 2020 | | | 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 | | 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 | Rents from single-family properties | $ | 215,376 | | | | | $ | 29,954 | | | | | $ | 245,330 | | | | Rents from single-family properties | $ | 219,868 | | | | | $ | 38,888 | | | | | $ | 258,756 | | | |
Fees from single-family properties | Fees from single-family properties | 3,373 | | | | | 641 | | | | | 4,014 | | | | Fees from single-family properties | 3,569 | | | | | 769 | | | | | 4,338 | | | |
Bad debt | Bad debt | (1,586) | | | | | (429) | | | | | (2,015) | | | | Bad debt | (4,311) | | | | | (786) | | | | | (5,097) | | | |
| Core revenues | Core revenues | 217,163 | | | | | 30,166 | | | | | 247,329 | | | | Core revenues | 219,126 | | | | | 38,871 | | | | | 257,997 | | | |
| | Property tax expense | Property tax expense | 38,634 | | | 17.8 | % | | 6,334 | | | 21.0 | % | | 44,968 | | | 18.2 | % | Property tax expense | 38,683 | | | 17.7 | % | | 6,658 | | | 17.1 | % | | 45,341 | | | 17.5 | % |
HOA fees, net (2)(4) | HOA fees, net (2)(4) | 3,786 | | | 1.7 | % | | 730 | | | 2.4 | % | | 4,516 | | | 1.8 | % | HOA fees, net (2)(4) | 4,235 | | | 1.9 | % | | 825 | | | 2.1 | % | | 5,060 | | | 2.0 | % |
R&M and turnover costs, net (2)(5) | R&M and turnover costs, net (2)(5) | 14,468 | | | 6.7 | % | | 2,639 | | | 8.8 | % | | 17,107 | | | 6.9 | % | R&M and turnover costs, net (2)(5) | 20,356 | | | 9.3 | % | | 3,674 | | | 9.5 | % | | 24,030 | | | 9.3 | % |
| Insurance | Insurance | 1,963 | | | 0.9 | % | | 350 | | | 1.2 | % | | 2,313 | | | 0.9 | % | Insurance | 2,030 | | | 0.9 | % | | 437 | | | 1.1 | % | | 2,467 | | | 1.0 | % |
Property management expenses, net (3)(6) | Property management expenses, net (3)(6) | 18,090 | | | 8.3 | % | | 3,327 | | | 11.0 | % | | 21,417 | | | 8.7 | % | Property management expenses, net (3)(6) | 16,960 | | | 7.7 | % | | 3,910 | | | 10.1 | % | | 20,870 | | | 8.1 | % |
| Core property operating expenses | Core property operating expenses | 76,941 | | | 35.4 | % | | 13,380 | | | 44.4 | % | | 90,321 | | | 36.5 | % | Core property operating expenses | 82,264 | | | 37.5 | % | | 15,504 | | | 39.9 | % | | 97,768 | | | 37.9 | % |
| | Core NOI | Core NOI | $ | 140,222 | | | 64.6 | % | | $ | 16,786 | | | 55.6 | % | | $ | 157,008 | | | 63.5 | % | Core NOI | $ | 136,862 | | | 62.5 | % | | $ | 23,367 | | | 60.1 | % | | $ | 160,229 | | | 62.1 | % |
| | | | For the Three Months Ended March 31, 2019 | | | For the Three Months Ended September 30, 2019 |
| | | Same-Home Properties (1) | | % of Core
Revenue | | Non-Same-
Home and Other
Properties | | % of Core
Revenue | | Total
Properties | | % of Core
Revenue | | 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 | Rents from single-family properties | $ | 207,941 | | | | | $ | 28,556 | | | | | $ | 236,497 | | | | Rents from single-family properties | $ | 210,615 | | | | | $ | 33,238 | | | | | $ | 243,853 | | | |
| Fees from single-family properties | Fees from single-family properties | 2,496 | | | | | 517 | | | | | 3,013 | | | | Fees from single-family properties | 3,132 | | | | | 525 | | | | | 3,657 | | | |
| Bad debt | Bad debt | (1,461) | | | | | (307) | | | | | (1,768) | | | | Bad debt | (2,290) | | | | | (462) | | | | | (2,752) | | | |
| Core revenues | Core revenues | 208,976 | | | | | 28,766 | | | | | 237,742 | | | | Core revenues | 211,457 | | | | | 33,301 | | | | | 244,758 | | | |
| | Property tax expense | Property tax expense | 35,970 | | | 17.2 | % | | 6,401 | | | 22.2 | % | | 42,371 | | | 17.8 | % | Property tax expense | 37,374 | | | 17.7 | % | | 6,408 | | | 19.2 | % | | 43,782 | | | 17.8 | % |
HOA fees, net (2)(4) | HOA fees, net (2)(4) | 5,089 | | | 2.4 | % | | 878 | | | 3.1 | % | | 5,967 | | | 2.5 | % | HOA fees, net (2)(4) | 3,858 | | | 1.8 | % | | 740 | | | 2.2 | % | | 4,598 | | | 1.9 | % |
R&M and turnover costs, net (2)(4) | R&M and turnover costs, net (2)(4) | 14,621 | | | 7.1 | % | | 2,942 | | | 10.3 | % | | 17,563 | | | 7.5 | % | R&M and turnover costs, net (2)(4) | 19,024 | | | 9.0 | % | | 3,173 | | | 9.5 | % | | 22,197 | | | 9.1 | % |
| Insurance | Insurance | 1,870 | | | 0.9 | % | | 323 | | | 1.1 | % | | 2,193 | | | 0.9 | % | Insurance | 1,931 | | | 0.9 | % | | 352 | | | 1.1 | % | | 2,283 | | | 0.9 | % |
Property management expenses, net (3)(6) | Property management expenses, net (3)(6) | 16,398 | | | 7.8 | % | | 2,656 | | | 9.2 | % | | 19,054 | | | 8.0 | % | Property management expenses, net (3)(6) | 17,686 | | | 8.4 | % | | 3,316 | | | 10.0 | % | | 21,002 | | | 8.6 | % |
| Core property operating expenses | Core property operating expenses | 73,948 | | | 35.4 | % | | 13,200 | | | 45.9 | % | | 87,148 | | | 36.7 | % | Core property operating expenses | 79,873 | | | 37.8 | % | | 13,989 | | | 42.0 | % | | 93,862 | | | 38.3 | % |
| | Core NOI | Core NOI | $ | 135,028 | | | 64.6 | % | | $ | 15,566 | | | 54.1 | % | | $ | 150,594 | | | 63.3 | % | Core NOI | $ | 131,584 | | | 62.2 | % | | $ | 19,312 | | | 58.0 | % | | $ | 150,896 | | | 61.7 | % |
(1)Includes 45,25344,862 properties that have been stabilized longer than 90 days prior to January 1, 2019.
(2)As a result of the COVID-19 pandemic, rents from single-family properties were impacted by the Company’s socially responsible decisions between April and July 2020 to waive month-to-month lease premiums and offer zero percent increases on newly signed renewal leases. Fees from single-family properties were also impacted as the Company waived late fees between April and July 2020.
(3)Includes increased uncollectible rents related to the COVID-19 pandemic of $2.2 million and $1.9 million for the total portfolio and Same-Home portfolio, respectively, during the third quarter of 2020.
(4)Presented net of tenant charge-backs.
(3)(5)Includes increased uncollectible tenant utility reimbursements of $0.7 million and $0.6 million for the total portfolio and Same-Home portfolio, respectively, during the third quarter of 2020.
(6)Presented net of tenant charge-backs and excludes noncash share-based compensation expense related to centralized and field property management employees.
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 March 31,September 30, 2020 and 2019 (amounts in thousands):
| | | For the Three Months Ended
March 31, | | | For the Three Months Ended
September 30, | |
| | 2020 | | 2019 | | | 2020 | | 2019 | |
| | (Unaudited) | | (Unaudited) | | |
| Core revenues and Same-Home core revenues | Core revenues and Same-Home core revenues | | | Core revenues and Same-Home core revenues | | | | |
| Total revenues | Total revenues | $ | 289,594 | | | $ | 279,204 | | | Total revenues | $ | 310,809 | | | $ | 298,304 | | |
| Tenant charge-backs | Tenant charge-backs | (40,013) | | | (39,952) | | | Tenant charge-backs | (49,935) | | | (48,306) | | |
| Other revenues | Other revenues | (2,252) | | | (1,510) | | | Other revenues | (2,877) | | | (5,240) | | |
| Core revenues | Core revenues | 247,329 | | | 237,742 | | | Core revenues | 257,997 | | | 244,758 | | |
| Less: Non-Same-Home core revenues | Less: Non-Same-Home core revenues | 30,166 | | | 28,766 | | | Less: Non-Same-Home core revenues | 38,871 | | | 33,301 | | |
| Same-Home core revenues | Same-Home core revenues | $ | 217,163 | | | $ | 208,976 | | | Same-Home core revenues | $ | 219,126 | | | $ | 211,457 | | |
| | Core property operating expenses and Same-Home core property operating expenses | Core property operating expenses and Same-Home core property operating expenses | | | Core property operating expenses and Same-Home core property operating expenses | | |
| Property operating expenses | Property operating expenses | $ | 107,497 | | | $ | 106,684 | | | Property operating expenses | $ | 126,174 | | | $ | 119,791 | | |
| Property management expenses | Property management expenses | 23,276 | | | 20,709 | | | Property management expenses | 21,976 | | | 22,727 | | |
| Noncash share-based compensation - property management | Noncash share-based compensation - property management | (439) | | | (293) | | | Noncash share-based compensation - property management | (447) | | | (350) | | |
| Expenses reimbursed by tenant charge-backs | Expenses reimbursed by tenant charge-backs | (40,013) | | | (39,952) | | | Expenses reimbursed by tenant charge-backs | (49,935) | | | (48,306) | | |
| Core property operating expenses | Core property operating expenses | 90,321 | | | 87,148 | | | Core property operating expenses | 97,768 | | | 93,862 | | |
| Less: Non-Same-Home core property operating expenses | Less: Non-Same-Home core property operating expenses | 13,380 | | | 13,200 | | | Less: Non-Same-Home core property operating expenses | 15,504 | | | 13,989 | | |
| Same-Home core property operating expenses | Same-Home core property operating expenses | $ | 76,941 | | | $ | 73,948 | | | Same-Home core property operating expenses | $ | 82,264 | | | $ | 79,873 | | |
| | Core NOI and Same-Home Core NOI | Core NOI and Same-Home Core NOI | | | | Core NOI and Same-Home Core NOI | | |
| Net income | Net income | $ | 37,527 | | | $ | 33,091 | | | Net income | $ | 40,153 | | | $ | 41,401 | | |
| | Gain on sale of single-family properties and other, net | Gain on sale of single-family properties and other, net | (10,765) | | | (5,649) | | | Gain on sale of single-family properties and other, net | (12,422) | | | (13,521) | | |
| Depreciation and amortization | Depreciation and amortization | 82,821 | | | 81,161 | | | Depreciation and amortization | 86,996 | | | 82,073 | | |
| Acquisition and other transaction costs | Acquisition and other transaction costs | 2,147 | | | 834 | | | Acquisition and other transaction costs | 1,616 | | | 651 | | |
| Noncash share-based compensation - property management | Noncash share-based compensation - property management | 439 | | | 293 | | | Noncash share-based compensation - property management | 447 | | | 350 | | |
| Interest expense | Interest expense | 29,715 | | | 31,915 | | | Interest expense | 29,267 | | | 31,465 | | |
| General and administrative expense | General and administrative expense | 11,266 | | | 9,435 | | | General and administrative expense | 12,570 | | | 11,107 | | |
| Other expenses | Other expenses | 6,110 | | | 1,024 | | | Other expenses | 4,479 | | | 2,610 | | |
| Other revenues | Other revenues | (2,252) | | | (1,510) | | | Other revenues | (2,877) | | | (5,240) | | |
| Core NOI | Core NOI | 157,008 | | | 150,594 | | | Core NOI | 160,229 | | | 150,896 | | |
| Less: Non-Same-Home Core NOI | Less: Non-Same-Home Core NOI | 16,786 | | | 15,566 | | | Less: Non-Same-Home Core NOI | 23,367 | | | 19,312 | | |
| Same-Home Core NOI | Same-Home Core NOI | $ | 140,222 | | | $ | 135,028 | | | Same-Home Core NOI | $ | 136,862 | | | $ | 131,584 | | |
|
Total Revenues
Total revenues increased 3.7%4.2% to $289.6$310.8 million for the three months ended March 31,September 30, 2020 from $279.2$298.3 million for the three months ended March 31,September 30, 2019. Revenue growth was primarily driven by continued strong leasing activity, asan increase in our average occupied portfolio which grew to 48,89850,630 homes for the three months ended March 31,September 30, 2020, compared to 48,34548,990 homes for the three months ended March 31,September 30, 2019, as well as higher rental rates.rates, offset by an increase in uncollectible rents and tenant utility reimbursements related to the COVID-19 pandemic.
Property Operating Expenses
Property operating expenses increased 0.8%5.3% to $107.5$126.2 million for the three months ended March 31,September 30, 2020 from $106.7$119.8 million for the three months ended March 31,September 30, 2019. This increase was primarily attributable to higher property tax expense related toand higher repairs and maintenance and turnover costs as a result of growth in the number of homes in our portfolio and the timing of valuation increases, partially offset by lower HOA fees, net of tenant chargebacks.portfolio.
Property Management Expenses
Property management expenses for the three months ended March 31,September 30, 2020 and 2019 were $23.3$22.0 million and $20.7$22.7 million, respectively, which included $0.4 million and $0.3$0.4 million, respectively, of noncash share-based compensation expense
related to centralized and field property management employees. The increasedecrease in property management expenseexpenses was primarily attributable to higher personnellower employee headcount and lower employee travel and other costs.
Core Revenues from Same-Home Properties
Core revenues from Same-Home properties increased 3.9%3.6% to $217.2$219.1 million for the three months ended March 31,September 30, 2020 from $209.0$211.5 million for the three months ended March 31, 2019. ThisSeptember 30, 2019 primarily driven by a 2.7% increase was primarily attributable to higherin Average Monthly Realized Rent per property, which increased 3.6% to $1,664$1,686 per month for the three months ended March 31,September 30, 2020 compared to $1,606$1,642 per month for the three months ended March 31,September 30, 2019, as well as higher fees from single-family properties resulting from operational enhancementsa 1.6% increase in Average Occupied Days Percentage, partially offset by an increase in uncollectible rents related to our fee structure.the COVID-19 pandemic.
Core Property Operating Expenses from Same-Home Properties
Core property operating expenses from Same-Home properties consist of direct property operating expenses, net of tenant charge-backs, and property management costs, net of tenant charge-backs, and excludes noncash share-based compensation expense. Core property operating expenses from Same-Home properties increased 4.0%3.0% to $76.9$82.3 million for the three months ended March 31,September 30, 2020 from $73.9$79.9 million for the three months ended March 31, 2019. Same-Home coreSeptember 30, 2019, primarily driven by annual growth in property operating expenses as a percentagetax expense and higher R&M and turnover costs, net, which includes $0.6 million of Same-Home core revenues remained flat at 35.4% forincreased uncollectible tenant utility reimbursements related to the COVID-19 pandemic during the three months ended March 31,September 30, 2020, and 2019. The increase in Same-Home core property operating expenses was drivenpartially offset by higher property tax expense related to the timing of valuation increases as well as higherlower property management expenses, net of tenant charge-backs and excluding noncash share-based compensation expense.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 March 31,September 30, 2020 and 2019 was $11.3$12.6 million and $9.4$11.1 million, respectively, which included $1.4$1.7 million and $0.7$0.9 million, respectively, of noncash share-based compensation expense related to corporate administrative employees. The increase in general and administrative expense was primarily related to higher personnel costs.noncash share-based compensation expense and the timing of legal fees.
Interest Expense
Interest expense decreased 6.9%7.0% to $29.7$29.3 million for the three months ended March 31,September 30, 2020 from $31.9$31.5 million for the three months ended March 31,September 30, 2019. This decrease was primarily related to additional capitalized interest during the three months ended March 31, 2020 and the payoff of the term loan facility in June 2019, partially offset by the unsecured senior notes issued in late January 2019.September 30, 2020.
Acquisition and Other Transaction Costs
Acquisition and other transaction costs were $2.1$1.6 million and $0.8$0.7 million for the three months ended March 31,September 30, 2020 and 2019, respectively, which primarily related to costs associated with purchases of single-family properties, including newly constructed properties from third-party builders, as well as costs associated with the disposal of certain properties or portfolios of properties. The planned growth in our acquisition program, including an increase in personnel, was the primary driver for the year-over-year increase.
Depreciation and Amortization
Depreciation and amortization expense consists primarily of depreciation of buildings and improvements. Depreciation of our assets is calculated over their useful lives on a straight-line basis over three to 30 years. Our intangible assets are amortized on a straight-line basis over the asset’s estimated economic useful life. Depreciation and amortization expense increased 2.0%6.0% to $82.8$87.0 million for the three months ended March 31,September 30, 2020 from $81.2$82.1 million for the three months ended March 31,September 30, 2019 primarily due to growth in our average number of depreciable properties.
Other Revenues
Other revenues were $2.9 million and $5.2 million for the three months ended September 30, 2020 and 2019, respectively, which primarily related to interest income, fees from unconsolidated joint ventures, and equity in earnings from unconsolidated joint ventures.
Other Expenses
Other expenses were $4.5 million and $2.6 million for the three months ended September 30, 2020 and 2019, respectively, which primarily related to impairments on properties held for sale, expenses related to unconsolidated joint ventures and a net expense of $2.9 million related to a legal matter involving a former employee during the three months ended September 30, 2020.
Comparison of the Nine Months Ended September 30, 2020 to the Nine Months Ended September 30, 2019
The following table presents a summary of Core NOI for our Same-Home properties, Non-Same-Home and Other properties, and total properties for the nine months ended September 30, 2020 and 2019 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, 2020 |
| | Same-Home Properties (1) | | % of Core
Revenue | | Non-Same-
Home and Other
Properties | | % of Core
Revenue | | Total
Properties | | % of Core
Revenue |
Rents from single-family properties (2) | $ | 649,408 | | | | | $ | 105,442 | | | | | $ | 754,850 | | | |
Fees from single-family properties (2) | 9,528 | | | | | 2,135 | | | | | 11,663 | | | |
Bad debt (3) | (13,349) | | | | | (2,578) | | | | | (15,927) | | | |
| Core revenues | 645,587 | | | | | 104,999 | | | | | 750,586 | | | |
| | | | | | | | | | | |
| Property tax expense | 115,306 | | | 17.8 | % | | 20,152 | | | 19.1 | % | | 135,458 | | | 18.1 | % |
HOA fees, net (4) | 12,065 | | | 1.9 | % | | 2,494 | | | 2.4 | % | | 14,559 | | | 1.9 | % |
R&M and turnover costs, net (4)(5) | 53,933 | | | 8.4 | % | | 10,218 | | | 9.7 | % | | 64,151 | | | 8.5 | % |
| Insurance | 5,983 | | | 0.9 | % | | 1,217 | | | 1.2 | % | | 7,200 | | | 1.0 | % |
Property management expenses, net (6) | 52,346 | | | 8.1 | % | | 11,201 | | | 10.7 | % | | 63,547 | | | 8.5 | % |
| Core property operating expenses | 239,633 | | | 37.1 | % | | 45,282 | | | 43.1 | % | | 284,915 | | | 38.0 | % |
| | | | | | | | | | | |
| Core NOI | $ | 405,954 | | | 62.9 | % | | $ | 59,717 | | | 56.9 | % | | $ | 465,671 | | | 62.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, 2019 |
| | Same-Home Properties (1) | | % of Core
Revenue | | Non-Same-
Home and Other
Properties | | % of Core
Revenue | | Total
Properties | | % of Core
Revenue |
| Rents from single-family properties | $ | 626,295 | | | | | $ | 96,913 | | | | | $ | 723,208 | | | |
| Fees from single-family properties | 8,512 | | | | | 1,651 | | | | | 10,163 | | | |
| Bad debt | (5,223) | | | | | (1,037) | | | | | (6,260) | | | |
| Core revenues | 629,584 | | | | | 97,527 | | | | | 727,111 | | | |
| | | | | | | | | | | |
| Property tax expense | 109,632 | | | 17.5 | % | | 19,994 | | | 20.6 | % | | 129,626 | | | 17.9 | % |
HOA fees, net (4) | 13,454 | | | 2.1 | % | | 2,482 | | | 2.5 | % | | 15,936 | | | 2.2 | % |
R&M and turnover costs, net (4) | 49,886 | | | 7.9 | % | | 9,276 | | | 9.5 | % | | 59,162 | | | 8.1 | % |
| Insurance | 5,693 | | | 0.9 | % | | 1,055 | | | 1.1 | % | | 6,748 | | | 0.9 | % |
Property management expenses, net (6) | 51,019 | | | 8.1 | % | | 9,111 | | | 9.3 | % | | 60,130 | | | 8.3 | % |
| Core property operating expenses | 229,684 | | | 36.5 | % | | 41,918 | | | 43.0 | % | | 271,602 | | | 37.4 | % |
| | | | | | | | | | | |
| Core NOI | $ | 399,900 | | | 63.5 | % | | $ | 55,609 | | | 57.0 | % | | $ | 455,509 | | | 62.6 | % |
(1)Includes 44,862 properties that have been stabilized longer than 90 days prior to January 1, 2019.
(2)As a result of the COVID-19 pandemic, rents from single-family properties were impacted by the Company’s socially responsible decisions between April and July 2020 to waive month-to-month lease premiums and offer zero percent increases on newly signed renewal leases. Fees from single-family properties were also impacted as the Company waived late fees between April and July 2020.
(3)Includes increased uncollectible rents related to the COVID-19 pandemic of $9.2 million and $7.9 million for the total portfolio and Same-Home portfolio, respectively, during the nine months ended September 30, 2020.
(4)Presented net of tenant charge-backs.
(5)Includes increased uncollectible tenant utility reimbursements of $2.6 million and $2.4 million and costs associated with enhanced cleaning and safety protocols related to the COVID-19 pandemic of $0.5 million and $0.4 million for the total portfolio and Same-Home portfolio, respectively, during the nine months ended September 30, 2020.
(6)Presented net of tenant charge-backs and excludes noncash share-based compensation expense related to centralized and field property management employees.
The following are reconciliations of core revenues, Same-Home core revenues, core property operating expenses, Same-Home core property operating expenses, Core NOI and Same-Home Core NOI to their respective GAAP metrics for the nine months ended September 30, 2020 and 2019 (amounts in thousands):
| | | | | | | | | | | | | | | |
| | | For the Nine Months Ended
September 30, |
| | | | | 2020 | | 2019 |
| | | | | | | |
| Core revenues and Same-Home core revenues | | | | | | | |
| Total revenues | | | | | $ | 883,501 | | | $ | 859,368 | |
| Tenant charge-backs | | | | | (125,377) | | | (123,561) | |
| Other revenues | | | | | (7,538) | | | (8,696) | |
| Core revenues | | | | | 750,586 | | | 727,111 | |
| Less: Non-Same-Home core revenues | | | | | 104,999 | | | 97,527 | |
| Same-Home core revenues | | | | | $ | 645,587 | | | $ | 629,584 | |
| | | | | | | | | | | | | | | |
| Core property operating expenses and Same-Home core property operating expenses | | | | | | | |
| Property operating expenses | | | | | $ | 344,107 | | | $ | 331,066 | |
| Property management expenses | | | | | 67,512 | | | 65,086 | |
| Noncash share-based compensation - property management | | | | | (1,327) | | | (989) | |
| Expenses reimbursed by tenant charge-backs | | | | | (125,377) | | | (123,561) | |
| Core property operating expenses | | | | | 284,915 | | | 271,602 | |
| Less: Non-Same-Home core property operating expenses | | | | | 45,282 | | | 41,918 | |
| Same-Home core property operating expenses | | | | | $ | 239,633 | | | $ | 229,684 | |
| | | | | | | | | | | | | | | |
| Core NOI and Same-Home Core NOI | | | | | | |
| Net income | | | | | $ | 109,487 | | | $ | 114,796 | |
| | | | | | | |
| Loss on early extinguishment of debt | | | | | — | | | 659 | |
| | | | | | | |
| Gain on sale of single-family properties and other, net | | | | | (33,838) | | | (32,895) | |
| Depreciation and amortization | | | | | 254,653 | | | 246,074 | |
| Acquisition and other transaction costs | | | | | 5,719 | | | 2,455 | |
| Noncash share-based compensation - property management | | | | | 1,327 | | | 989 | |
| Interest expense | | | | | 88,540 | | | 95,951 | |
| General and administrative expense | | | | | 35,329 | | | 31,028 | |
| Other expenses | | | | | 11,992 | | | 5,148 | |
| Other revenues | | | | | (7,538) | | | (8,696) | |
| Core NOI | | | | | 465,671 | | | 455,509 | |
| Less: Non-Same-Home Core NOI | | | | | 59,717 | | | 55,609 | |
| Same-Home Core NOI | | | | | $ | 405,954 | | | $ | 399,900 | |
| | | | | | | |
| | | | | | | |
Total Revenues
Total revenues increased 2.8% to $883.5 million for the nine months ended September 30, 2020 from $859.4 million for the nine months ended September 30, 2019. Revenue growth was driven by an increase in our average occupied portfolio which grew to 49,764 homes for the nine months ended September 30, 2020, compared to 48,667 homes for the nine months ended September 30, 2019, as well as higher rental rates, offset by an increase in uncollectible rents and tenant utility reimbursements related to the COVID-19 pandemic.
Property Operating Expenses
Property operating expenses increased 3.9% to $344.1 million for the nine months ended September 30, 2020 from $331.1 million for the nine months ended September 30, 2019. This increase was primarily attributable to higher property tax expense and higher repairs and maintenance and turnover costs as a result of growth in our portfolio.
Property Management Expenses
Property management expenses for the nine months ended September 30, 2020 and 2019 were $67.5 million and $65.1 million, respectively, which included $1.3 million and $1.0 million, respectively, of noncash share-based compensation expense related to centralized and field property management employees. The increase in property management expenses was primarily attributable to higher personnel costs, partially offset by lower employee travel costs.
Core Revenues from Same-Home Properties
Core revenues from Same-Home properties increased 2.5% to $645.6 million for the nine months ended September 30, 2020 from $629.6 million for the nine months ended September 30, 2019, primarily driven by a 3.1% increase in Average Monthly Realized Rent per property, which increased to $1,676 per month for the nine months ended September 30, 2020 compared to $1,625 per month for the nine months ended September 30, 2019, as well as a 0.5% increase in Average Occupied Days Percentage, partially offset by an increase in uncollectible rents related to the COVID-19 pandemic. Additionally, during the nine months ended September 30, 2020, core revenues from Same-Home properties were impacted by (i) the Company’s socially responsible decisions between April and July 2020 to waive month-to-month lease premiums and offer zero percent increases on newly signed renewal leases and (ii) waived late fees between April and July 2020.
Core Property Operating Expenses from Same-Home Properties
Core property operating expenses from Same-Home properties consist of direct property operating expenses, net of tenant charge-backs, and property management costs, net of tenant charge-backs, and excludes noncash share-based compensation expense. Core property operating expenses from Same-Home properties increased 4.3% to $239.6 million for the nine months ended September 30, 2020 from $229.7 million for the nine months ended September 30, 2019, primarily driven by annual growth in property tax expense and higher R&M and turnover costs, net, which includes $2.8 million of incremental costs related to the COVID-19 pandemic including increased uncollectible tenant utility reimbursements and enhanced cleaning costs during the nine months ended September 30, 2020.
General and Administrative Expense
General and administrative expense primarily consists of corporate payroll and personnel costs, federal and state taxes, trustees’ and officers’ insurance expense, audit and tax fees, trustee fees and other expenses associated with our corporate and administrative functions. General and administrative expense for the nine months ended September 30, 2020 and 2019 was $35.3 million and $31.0 million, respectively, which included $4.7 million and $2.5 million, respectively, of noncash share-based compensation expense related to corporate administrative employees. The increase in general and administrative expense was primarily related to higher noncash share-based compensation expense as well as higher personnel costs and an increase in state taxes.
Interest Expense
Interest expense decreased 7.7% to $88.5 million for the nine months ended September 30, 2020 from $96.0 million for the nine months ended September 30, 2019. This decrease was primarily related to additional capitalized interest during the nine months ended September 30, 2020 and the payoff of the term loan facility in June 2019, partially offset by the unsecured senior notes issued in late January 2019.
Acquisition and Other Transaction Costs
Acquisition and other transaction costs were $5.7 million and $2.5 million for the nine months ended September 30, 2020 and 2019, respectively, which primarily related to costs associated with purchases of single-family properties, including newly constructed properties from third-party builders, as well as costs associated with the disposal of certain properties or portfolios of properties. The planned growth in our acquisition program, including an increase in personnel, was the primary driver for the year-over-year increase.
Depreciation and Amortization
Depreciation and amortization expense consists primarily of depreciation of buildings and improvements. Depreciation of our assets is calculated over their useful lives on a straight-line basis over three to 30 years. Our intangible assets are amortized on a straight-line basis over the asset’s estimated economic useful life. Depreciation and amortization expense increased 3.5% to $254.7 million for the nine months ended September 30, 2020 from $246.1 million for the nine months ended September 30, 2019 primarily due to growth in our average number of depreciable properties.
Other Revenues
Other revenues were $2.3$7.5 million and $1.5$8.7 million for the threenine months ended March 31,September 30, 2020 and 2019, respectively, which primarily related to interest income, fees from unconsolidated joint ventures, and equity in earnings from unconsolidated joint ventures.
Other Expenses
Other expenses were $6.1$12.0 million and $1.0$5.1 million for the threenine months ended March 31,September 30, 2020 and 2019, respectively, which primarily related to impairments on properties held for sale and expenses related to unconsolidated joint ventures. Also included in other expenses for the threenine months ended March 31,September 30, 2020 was a $4.9 million noncash write-down associated with the liquidation of legacy joint ventures, which were acquired as part of the ARPI merger in February 2016.2016, and a net expense of $2.9 million related to a legal matter involving a former employee.
Critical Accounting Policies and Estimates
Our critical accounting policies are included in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”). There have been no changes to these policies during the threenine months ended March 31,September 30, 2020.
Income Taxes
AH4R has elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2012. We believe that we have operated, and continue to operate, in such a manner as to satisfy the requirements for qualification as a REIT. Provided that we qualify as a REIT and our distributions to our shareholders equal or exceed our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gains), we generally will not be subject to U.S. federal income tax.
Qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, including tests related to the percentage of income that we earn from specified sources and the percentage of our earnings that we distribute to our shareholders. Accordingly, no assurance can be given that we will continue to be organized or be able to operate in a manner so as to remain qualified as a REIT. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we would be subject to U.S. federal income tax and state income tax on our taxable income at regular corporate tax rates, and we would likely be precluded from qualifying for treatment as a REIT until the fifth calendar year following the year in which we fail to qualify.
Even if we qualify as a REIT, we may be subject to certain state or local income and capital taxes and U.S. federal income and excise taxes on our undistributed REIT taxable income, if any. Certain of our subsidiaries are subject to taxation by U.S. federal, state and local authorities for the periods presented. We made joint elections to treat certain subsidiaries as taxable REIT subsidiaries which are subject to U.S. federal, state and local taxes on their income at regular corporate rates. The tax years from 2015 to present generally remain open to examination by the taxing jurisdictions to which the Company is subject.
We believe that our Operating Partnership is properly treated as a partnership for U.S. federal income tax purposes. As a partnership, the Operating Partnership is not subject to U.S. federal income tax on its income. Instead, each of the Operating Partnership’s partners, including AH4R, is allocated, and may be required to pay tax with respect to, its share of the Operating Partnership’s income. As such, no provision for U.S. federal income taxes has been included for the Operating Partnership.
Accounting Standards Codification 740-10, Income Taxes, requires recognition of deferred tax assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We recognize tax benefits of uncertain tax positions only if it is more likely than not that the tax position will be sustained, based solely on its technical merits, with the taxing authority having full authority of all relevant information. The measurement of a tax benefit for an uncertain tax position that meets the more likely than not threshold is based on a cumulative probability model under which the largest amount of tax benefit recognized is the amount with a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority having full knowledge of all the relevant information. As of March 31,September 30, 2020, there were no deferred tax assets and liabilities or unrecognized tax benefits recorded by the Company. We do not anticipate a significant change in unrecognized tax benefits within the next 12 months.
As a REIT, we are required to distribute annually to our shareholders at least 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gains) and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our REIT taxable income. The Operating Partnership funds the payment of distributions. We expect to use our net operating loss carryforward (“NOL”) to reduce our REIT taxable income in the current and future years. As of December 31, 2019, AH4R had an NOL for U.S. federal income tax purposes of an estimated $188.8$189.1 million. Once our NOL is fully used, we would be required to increase AH4R’s distributions to comply with REIT distribution requirements and our current policy of distributing approximately all of our REIT taxable income (determined without regard to the deduction for dividends paid).
Recent Accounting Pronouncements
See Note 2. Significant Accounting Policies to our condensed consolidated financial statements in this report for a discussion of the adoption and potential impact of recently issued accounting standards.
Liquidity and Capital Resources
Our liquidity and capital resources as of March 31,September 30, 2020 included cash and cash equivalents of $33.1$315.8 million. Additionally, as of March 31,September 30, 2020, we had $105.0 million ofno outstanding borrowings under our revolving credit facility, which provides for maximum borrowings of up to $800.0 million, of which $3.7$1.5 million was committed to outstanding letters of credit. We have no debt maturities, other than recurring principal amortization, until 2022.2024.
Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations, make distributions to our shareholders and OP unitholders, including AH4R, and meet other general requirements of our business. Our liquidity, to a certain extent, is subject to general economic, financial, competitive and other factors beyond our control. Our liquidity requirements consist primarily of funds necessary to pay for the acquisition, development, renovation and maintenance of our properties, HOA fees (as applicable), real estate taxes, non-recurring capital expenditures, interest and principal payments on our indebtedness, general and administrative expenses, payment of quarterly dividends on our preferred shares and units, and payment of distributions to our common shareholders and unitholders.
We seek to satisfy our liquidity needs through cash provided by operations, long-term secured and unsecured borrowings, issuances of debt and equity securities (including OP units), asset-backed securitizations, property dispositions and joint venture transactions. We have financed our operations, acquisitions and development expenditures to date through the issuance of equity securities, borrowings under our credit facilities, asset-backed securitizations and unsecured senior notes, and proceeds from the sale of single-family properties. Going forward, we expect to meet our operating liquidity requirements generally through cash on hand and cash provided by operations. We believe our rental income, net of operating expenses and recurring capital expenditures, will generally provide cash flow sufficient to fund our operations and dividend distributions. However, our real estate assets are illiquid in nature. A timely liquidation of assets might not be a viable source of short-term liquidity should a cash flow shortfall arise, and we may need to source liquidity from other financing alternatives including drawing on our revolving credit facility.
As discussed above under “COVID-19 Business Update,” the COVID-19 pandemic has had an adverse impact on financial markets and may adversely impact our operating cash flows. Since we do not know the ultimate severity and length of the COVID-19 pandemic, and thus cannot predict the impact it will have on our tenants and on the debt and equity capital markets, we cannot estimate the ultimate impact it will have on our liquidity and capital resources.
As of April 30, 2020, the Company had cash and cash equivalents of $30.1 million with no changes to total outstanding debt since March 31, 2020. During April 2020, the Company sold an additional 60 properties generating $13.8 million of net proceeds.
Cash Flows
The following table summarizes the Company’s and the Operating Partnership’s cash flows for the threenine months ended March 31,September 30, 2020 and 2019 (in thousands):
| | | For the Three Months Ended
March 31, | | | | For the Nine Months Ended
September 30, | |
| | 2020 | | 2019 | | Change | | 2020 | | 2019 | | Change |
| Net cash provided by operating activities | Net cash provided by operating activities | $ | 126,496 | | | $ | 147,936 | | | | $ | (21,440) | | Net cash provided by operating activities | $ | 427,411 | | | $ | 420,415 | | | $ | 6,996 | |
| Net cash used for investing activities | Net cash used for investing activities | (179,214) | | | (130,869) | | | | (48,345) | | Net cash used for investing activities | (437,092) | | | (224,096) | | | (212,996) | |
| Net cash provided by financing activities | 50,328 | | | 120,466 | | | | (70,138) | | |
| Net (decrease) increase in cash, cash equivalents and restricted cash | $ | (2,390) | | | $ | 137,533 | | | | $ | (139,923) | | |
| Net cash provided by (used for) financing activities | | Net cash provided by (used for) financing activities | 287,589 | | | (73,523) | | | 361,112 | |
| Net increase in cash, cash equivalents and restricted cash | | Net increase in cash, cash equivalents and restricted cash | $ | 277,908 | | | $ | 122,796 | | | $ | 155,112 | |
Operating Activities
Our cash flows provided by operating activities, which is our principal source of cash flows, depend on numerous factors, including the occupancy level of our properties, the rental rates achieved on our leases, the collection of rent from our tenants and the level of property operating expenses, property management expenses and general and administrative expenses. Net cash provided by operating activities decreased $21.4increased $7.0 million, or 14.5%1.7%, from $147.9$420.4 million for the threenine months ended March 31,September 30, 2019 to $126.5$427.4 million for the threenine months ended March 31,September 30, 2020, primarily as a result of changes in operating assets and liabilities, partially offset by 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.properties, partially offset by a decrease in collections on rent and tenant utility reimbursements associated with the COVID-19 pandemic.
Investing Activities
Net cash used for investing activities increased $48.3$213.0 million, or 36.9%95.0%, from $130.9$224.1 million for the threenine months ended March 31,September 30, 2019 to $179.2$437.1 million for the threenine months ended March 31,September 30, 2020, primarily driven by the strategic expansion of our portfolio through traditional acquisition channels, the development of “built-for-rental” homes through our AMH Development Program, and acquiring newly built properties through our National Builder Program usingProgram. We use cash generated from operating and financing activities and by recycling capital through the sale of single-family properties. However, as a result of the COVID-19 pandemic, given the market uncertainty regarding future asset values, theproperties to invest in this strategic expansion. The Company has temporarily suspended its traditional acquisition channel and National Builder acquisition programs. The Company plans to continuecontinued construction activity, while in compliance with state and local mandates related to COVID-19, on its existing pipeline of “built-for-rental” homes through our AMH Development Program. Recurring and other capital expenditures for single-family properties increased as a result of investments in properties to increase future revenues or reduce maintenance expenditures. The development of “built-for-rental” homes and our property-enhancing capital expenditures may reduce recurring and other capital expenditures on an average per home basis in the future. These increased cash outflows were offset by additional proceeds from sales of single-family properties and other and additional distributions from unconsolidated joint ventures in respect of property contributions.
Financing Activities
Net cash provided by or used for financing activities decreased $70.1increased $361.1 million or 58.2%, from $120.5$73.5 million of net cash outflows for the threenine months ended March 31,September 30, 2019 to $50.3$287.6 million of net cash inflows for the threenine months ended March 31,September 30, 2020, driven by decreased borrowing$413.5 million of proceeds from the issuance of Class A common shares, net of share issuance costs, during the nine months ended September 30, 2020, partially offset by $48.8 million of increased debt repayment activity, net of new borrowings, and an increase in cash paid for distributions. The$0.9 million of increased distributions to share and unit holders compared to the nine months ended September 30, 2019. During the nine months ended September 30, 2020, the Company borrowed $105.0and fully repaid $130.0 million underon its revolving credit facility duringand repaid $17.1 million on its asset-backed securitizations, compared to the threenine months ended March 31, 2020, compared toSeptember 30, 2019 during which the Company received $397.9 million of proceeds from the issuance of unsecured senior notes, net of discount, partially offset by $250.0and repaid $350.0 million of payments on its revolving credit facility, during the three months ended March 31, 2019.and term loan facilities and $16.3 million on its asset-backed securitizations. The Company distributed$49.1distributed $112.8 million on a cash basis to share and unit holders during the threenine months ended March 31,September 30, 2020, compared to $17.6$111.9 million during the threenine months ended March 31, 2019, as a resultSeptember 30, 2019.
Class A Common Share Offering
During the third quarter of timing differences2020, the Company issued 14,950,000 Class A common shares of beneficial interest, $0.01 par value per share, in distributions year-over-year.an underwritten public offering, raising net proceeds of $411.7 million after deducting underwriting discounts and before offering costs of approximately $0.2 million. The Company used the net proceeds from this offering to repay indebtedness the Company had incurred under its revolving credit facility and intends to use the remaining net proceeds (i) to develop new single-family properties and communities, (ii) to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iii) for general corporate purposes. The Operating Partnership issued an equivalent number of corresponding Class A units to AH4R in exchange for the net proceeds from the issuance.
At-the-Market Common Share Offering Program
TheDuring the second quarter of 2020, the Company established anextended its at-the-market common share offering program under which we can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $500.0 million (the “At-the-Market Program”). The At-the-Market Program also provides that we may enter into forward contracts for our Class A common shares with forward sellers and forward purchasers. The Company intends to use any net proceeds from the At-the-Market Program (i) to repay borrowingsindebtedness the Company has incurred or expects to incur under the Company’sits 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.purposes, including
repurchases of the Company’s securities, acquisitions of additional properties, capital expenditures and the expansion, redevelopment and/or improvement of properties in the Company’s portfolio. The At-the-Market Program may be suspended or terminated by the Company at any time. During the three and nine months ended September 30, 2020, the Company issued 86,130 Class A common shares under the At-the-Market Program, raising $2.4 million in gross proceeds before commissions and other expenses of approximately $0.4 million. As of March 31,September 30, 2020, no86,130 shares have been issued under the At-the-Market Program and $500.0$497.6 million remained available for future share issuances.
Share Repurchase Program
The Company’s board of trustees authorized the establishment of our share repurchase program, authorizing the repurchase of up to $300.0 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the threenine months ended March 31,September 30, 2020 and 2019, we did not repurchase and retire any of our shares. As of March 31,September 30, 2020, we had a remaining repurchase authorization of up to $265.1 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares under the program.
Distributions
As a REIT, we are required to distribute annually to our shareholders at least 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gains) and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our REIT taxable income. The Operating Partnership funds the payment of distributions. We expect to use our NOL to reduce our REIT taxable income in the current and future years. As of December 31, 2019, AH4R had an NOL for U.S. federal income tax purposes of an estimated $188.8$189.1 million. Once our NOL is fully used, we would be required to increase AH4R’s distributions to comply with REIT distribution requirements and our current policy of distributing approximately all of our REIT taxable income (determined without regard to the deduction for dividends paid).
Off-Balance Sheet Arrangements
We have no material obligations, assets or liabilities that would be considered off-balance sheet arrangements.
Contractual Obligations and Commitments
Material changes to our aggregate indebtedness, if any, are described in Note 8. Debt to our condensed consolidated financial statements in this report.
Except as described in Note 15. Commitments and Contingencies to our condensed consolidated financial statements in this report, as of March 31,September 30, 2020, there have been no other material changes outside of the ordinary course of business to our other known contractual obligations, which are set forth in the table included in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2019 Annual Report.
Additional Non-GAAP Measures
Funds from Operations (“FFO”) / Core FFO / Adjusted FFO attributable to common share and unit holders
FFO attributable to common share and unit holders is a non-GAAP financial measure that we calculate in accordance with the definition approved by the National Association of Real Estate Investment Trusts (“NAREIT”), which defines FFO as net income or loss calculated in accordance with GAAP, excluding gains and losses from sales or impairment of real estate, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.
Core FFO attributable to common share and unit holders is a non-GAAP financial measure that we use as a supplemental measure of our performance. We compute this metric by adjusting FFO attributable to common share and unit holders for (1) acquisition and other transaction costs incurred with business combinations and the acquisition or disposition of properties as well as nonrecurring items unrelated to ongoing operations, (2) noncash share-based compensation expense, (3) hurricane-related charges, net, which result in material charges to the impacted single-family properties, and (4) gain or loss on early extinguishment of debt.
Adjusted FFO attributable to common share and unit holders is a non-GAAP financial measure that we use as a supplemental measure of our performance. We compute this metric by adjusting Core FFO attributable to common share and unit holders for (1) recurring capital expendituresRecurring 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 expendituresRecurring Capital Expenditures for our entire portfolio by multiplying (a) current period actual recurring capital expendituresRecurring 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.
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 March 31,September 30, 2020 and 2019 (in thousands):
| | | | For the Three Months Ended
March 31, | | | For the Three Months Ended
September 30, | | For the Nine Months Ended
September 30, |
| | | 2020 | | 2019 | | | 2020 | | 2019 | | 2020 | | 2019 |
| | | (Unaudited) | | (Unaudited) | | |
| Net income attributable to common shareholders | Net income attributable to common shareholders | $ | 20,244 | | | $ | 16,283 | | | Net income attributable to common shareholders | $ | 22,552 | | | $ | 23,520 | | | $ | 58,165 | | | $ | 62,321 | |
| Adjustments: | Adjustments: | | | Adjustments: | | | | |
| Noncontrolling interests in the Operating Partnership | Noncontrolling interests in the Operating Partnership | 3,501 | | | 3,026 | | | Noncontrolling interests in the Operating Partnership | 3,819 | | | 4,099 | | | 9,976 | | | 11,129 | |
| Net (gain) on sale / impairment of single-family properties and other | Net (gain) on sale / impairment of single-family properties and other | (5,614) | | | (5,145) | | | Net (gain) on sale / impairment of single-family properties and other | (11,994) | | | (11,871) | | | (27,901) | | | (29,812) | |
| Adjustments for unconsolidated joint ventures | Adjustments for unconsolidated joint ventures | 238 | | | 554 | | | Adjustments for unconsolidated joint ventures | 393 | | | (325) | | | 1,019 | | | 976 | |
| Depreciation and amortization | Depreciation and amortization | 82,821 | | | 81,161 | | | Depreciation and amortization | 86,996 | | | 82,073 | | | 254,653 | | | 246,074 | |
| Less: depreciation and amortization of non-real estate assets | Less: depreciation and amortization of non-real estate assets | (2,064) | | | (1,940) | | | Less: depreciation and amortization of non-real estate assets | (2,296) | | | (1,991) | | | (6,552) | | | (5,902) | |
| FFO attributable to common share and unit holders | FFO attributable to common share and unit holders | $ | 99,126 | | | $ | 93,939 | | | FFO attributable to common share and unit holders | $ | 99,470 | | | $ | 95,505 | | | $ | 289,360 | | | $ | 284,786 | |
| Adjustments: | Adjustments: | | | | | Adjustments: | | | | | | | |
| Acquisition and other transaction costs | 2,147 | | | 834 | | | |
Acquisition, other transaction costs and other (1) | | Acquisition, other transaction costs and other (1) | 4,541 | | | 651 | | | 8,644 | | | 2,455 | |
| Noncash share-based compensation - general and administrative | Noncash share-based compensation - general and administrative | 1,369 | | | 659 | | | Noncash share-based compensation - general and administrative | 1,723 | | | 938 | | | 4,741 | | | 2,520 | |
| Noncash share-based compensation - property management | Noncash share-based compensation - property management | 439 | | | 293 | | | Noncash share-based compensation - property management | 447 | | | 350 | | | 1,327 | | | 989 | |
| | Loss on early extinguishment of debt | | Loss on early extinguishment of debt | — | | | — | | | — | | | 659 | |
| Core FFO attributable to common share and unit holders | Core FFO attributable to common share and unit holders | $ | 103,081 | | | $ | 95,725 | | | Core FFO attributable to common share and unit holders | $ | 106,181 | | | $ | 97,444 | | | $ | 304,072 | | | $ | 291,409 | |
Recurring capital expenditures (1)(3) | Recurring capital expenditures (1)(3) | (8,711) | | | (7,860) | | | Recurring capital expenditures (1)(3) | (15,397) | | | (12,475) | | | (36,292) | | | (30,665) | |
| Leasing costs | Leasing costs | (910) | | | (999) | | | Leasing costs | (1,157) | | | (1,115) | | | (3,059) | | | (3,244) | |
Adjusted FFO attributable to common share and unit holders | Adjusted FFO attributable to common share and unit holders | $ | 93,460 | | | $ | 86,866 | | | Adjusted FFO attributable to common share and unit holders | $ | 89,627 | | | $ | 83,854 | | | $ | 264,721 | | | $ | 257,500 | |
(1)Included in acquisition, other transaction costs and other is a net $2.9 million nonrecurring expense related to a legal matter involving a former employee during the three months ended September 30, 2020.
(2)Core FFO and Adjusted FFO attributable to common share and unit holders include negative financial impacts associated with the COVID-19 pandemic that relate to (i) the Company’s socially responsible decisions between April and July 2020 to waive month-to-month lease premiums and offer zero percent increases on newly signed renewal leases, (ii) waived late fees between April and July 2020, and (iii) $2.9 million and $12.3 million of other negative financial impacts from the COVID-19 pandemic including $2.2 million and $9.2 million of increased uncollectible rents and $0.7 million and $2.6 million of increased uncollectible tenant utility reimbursements during the three and nine months ended September 30, 2020, respectively. Also included is $0.5 million of increased costs associated with enhanced cleaning and safety protocols during the nine months ended September 30, 2020. Additionally, due primarily to abnormally high home system usage during stay-at-home orders, we incurred approximately $2.1 million and $3.4 million of incremental capital expenditures within Adjusted FFO attributable to common share and unit holders that primarily related to HVAC and home system replacements during the three and nine months ended September 30, 2020, respectively.
(3)As a portion of our homes are recently developed, acquired and/or renovated, we estimate recurring capital expenditures for our entire portfolio by multiplying (a) current period actual recurring capital expenditures per Same-Home Property by (b) our total number of properties, excluding newly acquired non-stabilized properties and properties classified as held for sale.
EBITDA / EBITDAre / Adjusted EBITDAre / Fully Adjusted EBITDAre after Capex and Leasing Costs
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA is a non-GAAP financial measure and is used by us and others as a supplemental measure of performance. EBITDAre is a supplemental non-GAAP financial measure, which we calculate in accordance with the definition approved by NAREIT by adjusting EBITDA for the net gain or loss on sales / impairment of single-family properties and other and adjusting for unconsolidated partnerships and joint ventures on the same basis. Adjusted EBITDAre is a supplemental non-GAAP financial measure calculated by adjusting EBITDAre for (1) acquisition and other transaction costs incurred with business combinations and the acquisition or disposition of properties as well as nonrecurring items unrelated to ongoing operations, (2) noncash share-based compensation expense, (3) hurricane-related charges, net, which result in material charges to the impacted single-family properties, and (4) gain or loss on early extinguishment of debt. Fully Adjusted EBITDAre (formerly known as Adjusted EBITDAre after Capex and Leasing CostsCosts) is a supplemental non-GAAP financial measure calculated by adjusting Adjusted EBITDAre for (1) recurring capital expendituresRecurring Capital Expenditures and (2) leasing costs. We believe these metrics provide useful information to investors because they exclude the impact of various income and expense items that are not indicative of operating performance.
The following is a reconciliation of net income, as determined in accordance with GAAP, to EBITDA, EBITDAre, Adjusted EBITDAre and Fully Adjusted EBITDAre after Capex and Leasing Costs for the three and nine months ended March 31,September 30, 2020 and 2019 (in thousands):
| | | | | | | | | | | | | | | |
| For the Three Months Ended
March 31, | | | | | | |
| 2020 | | 2019 | | | | |
| (Unaudited) | | (Unaudited) | | | | |
| Net income | $ | 37,527 | | | $ | 33,091 | | | | | |
| Interest expense | 29,715 | | | 31,915 | | | | | |
| Depreciation and amortization | 82,821 | | | 81,161 | | | | | |
| EBITDA | $ | 150,063 | | | $ | 146,167 | | | | | |
| | | | | | | |
| Net (gain) on sale / impairment of single-family properties and other | (5,614) | | | (5,145) | | | | | |
| Adjustments for unconsolidated joint ventures | 238 | | | 554 | | | | | |
| EBITDAre | $ | 144,687 | | | $ | 141,576 | | | | | |
| | | | | | | |
| Noncash share-based compensation - general and administrative | 1,369 | | | 659 | | | | | |
| Noncash share-based compensation - property management | 439 | | | 293 | | | | | |
| Acquisition and other transaction costs | 2,147 | | | 834 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Adjusted EBITDAre | $ | 148,642 | | | $ | 143,362 | | | | | |
| | | | | | | |
Recurring capital expenditures (1) | (8,711) | | | (7,860) | | | | | |
| Leasing costs | (910) | | | (999) | | | | | |
| Adjusted EBITDAre after Capex and Leasing Costs | $ | 139,021 | | | $ | 134,503 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended
September 30, | | For the Nine Months Ended
September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | |
| Net income | $ | 40,153 | | | $ | 41,401 | | | $ | 109,487 | | | $ | 114,796 | |
| Interest expense | 29,267 | | | 31,465 | | | 88,540 | | | 95,951 | |
| Depreciation and amortization | 86,996 | | | 82,073 | | | 254,653 | | | 246,074 | |
| EBITDA | $ | 156,416 | | | $ | 154,939 | | | $ | 452,680 | | | $ | 456,821 | |
| | | | | | | |
| Net (gain) on sale / impairment of single-family properties and other | (11,994) | | | (11,871) | | | (27,901) | | | (29,812) | |
| Adjustments for unconsolidated joint ventures | 393 | | | (325) | | | 1,019 | | | 976 | |
| EBITDAre | $ | 144,815 | | | $ | 142,743 | | | $ | 425,798 | | | $ | 427,985 | |
| | | | | | | |
| Noncash share-based compensation - general and administrative | 1,723 | | | 938 | | | 4,741 | | | 2,520 | |
| Noncash share-based compensation - property management | 447 | | | 350 | | | 1,327 | | | 989 | |
Acquisition, other transaction costs and other (1) | 4,541 | | | 651 | | | 8,644 | | | 2,455 | |
| | | | | | | |
| Loss on early extinguishment of debt | — | | | — | | | — | | | 659 | |
| | | | | | | |
| Adjusted EBITDAre | $ | 151,526 | | | $ | 144,682 | | | $ | 440,510 | | | $ | 434,608 | |
| | | | | | | |
Recurring capital expenditures (2) | (15,397) | | | (12,475) | | | (36,292) | | | (30,665) | |
| Leasing costs | (1,157) | | | (1,115) | | | (3,059) | | | (3,244) | |
| Fully Adjusted EBITDAre | $ | 134,972 | | | $ | 131,092 | | | $ | 401,159 | | | $ | 400,699 | |
(1)Included in acquisition, other transaction costs and other is a net $2.9 million nonrecurring expense related to a legal matter involving a former employee during the three months ended September 30, 2020.
(2)As a portion of our homes are recently developed, acquired and/or renovated, we estimate recurring capital expenditures for our entire portfolio by multiplying (a) current period actual recurring capital expenditures per Same-Home Property by (b) our total number of properties, excluding newly acquired non-stabilized properties and properties classified as held for sale.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
During the three months ended March 31,As of September 30, 2020, the Company borrowed an additional $105.0 million, resulting in $105.0 million ofhad no outstanding variable rate debt as of March 31, 2020. We may incur additional variable rate debt in the future, including additional amounts that we may borrow under our revolving credit facility.
As of March 31, 2020, assumingand therefore no change in the outstanding balance of our existing variable rate debt, a hypothetical 100 basis point increase or decrease in the London Inter-Bank Offered Rate would increase or decrease our projected annual interest expense by approximately $1.1 million. This analysis does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, we would consider taking actions to further mitigate our exposure to the change. However, because of the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.interest rate risk on its current borrowings.
There have been no other material changes to our market risk from those disclosed in section Part II, “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” of our 2019 Annual Report.
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 March 31,September 30, 2020, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
American Homes 4 Rent, L.P.
Disclosure Controls and Procedures
The Operating Partnership maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file and submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in accordance with SEC guidelines and that such information is communicated to the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of its general partner, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. In designing and evaluating the disclosure controls and procedures, the Operating Partnership’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures in reaching that level of reasonable assurance.
Under the supervision and with the participation of the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of its general partner, the Operating Partnership evaluated the effectiveness of its disclosure controls and procedures, as required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership’s general partner concluded that the Operating Partnership’s disclosure controls and procedures were effective, at a reasonable assurance level.
Internal Control over Financial Reporting
There were no changes in the Operating Partnership’s internal control over financial reporting during the quarter ended March 31,September 30, 2020, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
For a description of the Company’s legal proceedings, see Note 15. Commitments and Contingencies to our condensed consolidated financial statements in this report.
Item 1A. Risk Factors
In addition to the other information in this Quarterly Report on Form 10-Q, you should carefully consider the risks described in our 2019 Annual Report in Part I, “Item 1A. Risk Factors” and in our other filings with the SEC. These factors may materially affect our business, financial condition and operating results and could cause our actual results to differ materially from expectations.
The following risk factor supplements the existing risk factors set forth in our 2019 Annual Report.
We are subject to risks from the global pandemic associated with COVID-19 and we may in the future be subject to risks from other public health crises.
Our business is subject to risks from the COVID-19 pandemic that is currently impacting our tenants, employees and suppliers. The COVID-19 pandemic has spread rapidly, adversely affecting public health, economic activity and employment. The risks to our business from the COVID-19 pandemic include:
•The COVID-19 pandemic and the measures taken to combat it have resulted in a significant increase in unemployment. Our operating results depend significantly on the ability of our current and prospective tenants to pay their rent. To the extent our current tenants or prospective tenants experience unemployment, deteriorating financial conditions, and declines in household income, they may be unwilling or unable to pay rent in full on a timely basis or renew or enter into new leases for our homes, and our revenues and operating results could be negatively affected. We have received a number of tenant inquiries regarding rent relief.relief and we continue to work closely with delinquent residents on a case-by-case basis to find the resolution that is best for the resident and the Company. Although minimal to date, workout options have included and may in the future include deferred payment plans which we began offering in June, or, where appropriate, early lease termination. The longer the COVID-19 pandemic continues, the greater the adverse impact is expected tomay be on our tenants’ ability to make timely rental payments, on prospective residents to afford our homes, and ultimately on our occupancy.
•State, local, federal and industry-initiated efforts in response to the COVID-19 pandemic may continue to adversely affect our business. Certain government actions have, and future government actions may, restrict our ability to collect rent or enforce remedies for failure to pay rent. In addition, government restrictions on movement have and may in the future limit the ability of prospective tenants to visit our properties or new tenants to move into our properties. These government efforts to respond to the COVID-19 pandemic couldmay continue to increase possible credit losses and may adversely affect our occupancy levels and increase possible credit losses.levels.
•Our acquisition and development activities have been slowed. Our growth may be adversely impacted as our ability to acquire and construct homes has been negatively affected by COVID-19. Due to market uncertainties regarding future asset values at the beginning of the COVID-19 pandemic, we temporarily suspended acquisitions through traditional channels and our National Builder Program but have temporarily ceased broker and third-party builder home acquisitions.since resumed acquisitions through these channels. We have continued new home construction, which most states permit as an essential business activity; however, some states where we are constructing new homes, such as Washington, temporarily prohibited residential construction.construction during the early stages of the COVID-19 pandemic and may institute future prohibitions. We have also experienced certain other COVID-19 related construction delays, including government office slowdowns. In addition, adverse impacts on the supply of construction materials and labor may delay or halt our construction activity.
•Our employees face COVID-19 health risks. If a significant number orof our employees, or if key personnel, are unable to work as a result of COVID-19, this would adversely impact our business and operating results. In addition, during the COVID-19 outbreak, substantially all of our employees are working remotely and depend on Internet and third-party communications vendors that may be unreliable, experience shut-downs or be subject to new cybersecurity risks, adversely impacting operations.
•COVID-19 may delay our ability to maintain our properties. During the beginning of the COVID-19 outbreak, we are prioritizingprioritized emergency repair and maintenance activities for occupied homes and we believe some tenants may be reluctant to request routine maintenance during the COVID-19 pandemic. Deferring routine repairs and maintenance may impact the
value and desirability of our rental homes. It may also increase the expense and difficulty of completing these repairs in the future and may delay other needed repairs when the COVID-19 pandemic no longer constrains business activity.
•COVID-19 has adversely affected the capital markets. The financial and capital markets have experienced significant volatility and disruptions during the COVID-19 pandemic. If this volatility continues, it may increase the cost and availability of capital. As a result, we may have difficulty accessing debt and equity markets on attractive terms, or at all, which could affect our ability to meet liquidity and capital expenditure requirements.
We believe that the degree to which COVID-19 continues to adversely impactsimpact our business, operating results, cash flows, ability to make distributions, ability to service our debt and/or financial condition will be driven primarily by the duration, spread and severity of the pandemic, including resurgences, and the speed and effectiveness of vaccine and treatment developments, all of which are uncertain and difficult to predict. As a result, we are not able at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. Future public health crises could have similar impacts.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The exhibits listed below are filed herewith or incorporated herein by reference.
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Exhibit
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| 3.1 | | |
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| 3.5 | | |
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| 3.6 | | |
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| 3.7 | | |
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| 3.8 | | |
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Exhibit
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| 4.1 | | |
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Exhibit
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| 4.4 | | |
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| 31.1 | | |
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| 31.4 | | |
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| 32.1 | | |
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| 32.2 | | |
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| 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. |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB | | Inline XBRL Taxonomy Label Linkbase Document |
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| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
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| AMERICAN HOMES 4 RENT |
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| /s/ Christopher C. Lau |
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| Christopher C. Lau |
| Chief Financial Officer |
| (Principal Financial Officer and duly authorized signatory of registrant) |
Date: May 8,November 6, 2020 |
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| AMERICAN HOMES 4 RENT, L.P. |
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| By: American Homes 4 Rent, its General Partner |
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| /s/ Christopher C. Lau |
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| Christopher C. Lau |
| Chief Financial Officer |
| (Principal Financial Officer and duly authorized signatory of registrant) |
Date: May 8,November 6, 2020 |