Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements American Homes 4 Rent, L.P. The 2028 Notes issued by American Homes 4 Rent, L.P. (the “Parent Company”) have been initially guaranteed by American Residential Properties OP, L.P. (the “Guarantor Subsidiary”), a 100% owned subsidiary of the Parent Company, but such guarantee will be automatically released at the time that the Subsidiary Guarantor no longer guarantees our credit facility. The Parent Company’s other subsidiaries, including, but not limited to, the subsidiaries that own substantially all of our properties (collectively, the “Combined Non-Guarantor Subsidiaries”), have not provided a guarantee of the 2028 Notes. Pursuant to Rule 3-10 of Regulation S-X, the following condensed consolidating financial information is provided for the Operating Partnership, including the Parent Company, the Guarantor Subsidiary and the Combined Non-Guarantor Subsidiaries. This summarized financial information may not necessarily be indicative of the results of operations or financial position had the Parent Company, the Guarantor Subsidiary or the Combined Non-Guarantor Subsidiaries operated as independent entities. In addition, the Operating Partnership acquired the Guarantor Subsidiary on February 29, 2016. Accordingly, the information presented for the Guarantor Subsidiary does not reflect a full year of operating results for 2016. All intercompany balances and transactions between the Parent Company, the Guarantor Subsidiary and the Non-Guarantor Subsidiaries have been eliminated as shown in the “Consolidating Adjustments” column. All assets and liabilities have been allocated to the Parent Company, the Guarantor Subsidiary and the Combined Non-Guarantor Subsidiaries based on legal entity ownership. Condensed Consolidating Balance Sheets (Amounts in thousands) As of December 31, 2017 American Homes 4 Rent, L.P. American Residential Properties OP, L.P. Combined Consolidating Adjustments Consolidated Total Assets Single-family properties, net $ — $ 1,732 $ 8,063,248 $ — $ 8,064,980 Cash and cash equivalents 22,157 — 23,999 — 46,156 Restricted cash 14,742 31 121,894 — 136,667 Rent and other receivables, net 114 57 29,973 — 30,144 Intercompany receivables 154,621 — — (154,621 ) — Escrow deposits, prepaid expenses and other assets, including due from affiliates 59,271 164 138,082 — 197,517 Investments in subsidiaries 5,889,146 115,303 — (6,004,449 ) — Deferred costs and other intangibles, net 9,652 — 3,373 — 13,025 Goodwill 120,279 — — — 120,279 Total assets $ 6,269,982 $ 117,287 $ 8,380,569 $ (6,159,070 ) $ 8,608,768 Liabilities Revolving credit facility $ 140,000 $ — $ — $ — $ 140,000 Term loan facility, net 198,023 — — — 198,023 Asset-backed securitizations, net — — 1,977,308 — 1,977,308 Exchangeable senior notes, net — 111,697 — — 111,697 Secured note payable — — 48,859 — 48,859 Accounts payable and accrued expenses 27,566 2,757 192,544 — 222,867 Amounts payable to affiliates 4,720 — — — 4,720 Intercompany payables — 8,428 146,193 (154,621 ) — Participating preferred units derivative liability 29,470 — — — 29,470 Total liabilities 399,779 122,882 2,364,904 (154,621 ) 2,732,944 Capital Partners' capital: General partner: Common units 4,241,266 (5,595 ) 6,017,014 (6,004,449 ) 4,248,236 Preferred units 901,318 — — — 901,318 Limited partner: Common units 727,544 — — — 727,544 Accumulated other comprehensive income 75 — — — 75 Total partners' capital: 5,870,203 (5,595 ) 6,017,014 (6,004,449 ) 5,877,173 Noncontrolling interest — — (1,349 ) — (1,349 ) Total capital 5,870,203 (5,595 ) 6,015,665 (6,004,449 ) 5,875,824 Total liabilities and capital $ 6,269,982 $ 117,287 $ 8,380,569 $ (6,159,070 ) $ 8,608,768 Condensed Consolidating Balance Sheets (continued) (Amounts in thousands) As of December 31, 2016 American Homes 4 Rent, L.P. American Residential Properties OP, L.P. Combined Consolidating Adjustments Consolidated Total Assets Single-family properties, net $ — $ 4,838 $ 7,543,018 $ — $ 7,547,856 Cash and cash equivalents 76,913 — 41,886 — 118,799 Restricted cash — 62 131,380 — 131,442 Rent and other receivables, net 131 144 17,343 — 17,618 Intercompany receivables 133,808 — — (133,808 ) — Escrow deposits, prepaid expenses and other assets, including due from affiliates 57,543 170 101,547 — 159,260 Investments in subsidiaries 4,928,974 116,242 — (5,045,216 ) — Deferred costs and other intangibles, net 7,724 3 4,229 — 11,956 Goodwill 120,279 — — — 120,279 Total assets $ 5,325,372 $ 121,459 $ 7,839,403 $ (5,179,024 ) $ 8,107,210 Liabilities Revolving credit facility $ — $ — $ — $ — $ — Term loan facility, net 321,735 — — — 321,735 Asset-backed securitizations, net — — 2,442,863 — 2,442,863 Exchangeable senior notes, net — 108,148 — — 108,148 Secured note payable — — 49,828 — 49,828 Accounts payable and accrued expenses 1,715 3,708 171,783 — 177,206 Intercompany payables — 8,393 125,415 (133,808 ) — Participating preferred units derivative liability 69,810 — — — 69,810 Total liabilities 393,260 120,249 2,789,889 (133,808 ) 3,169,590 Capital Partners' capital: General partner: Common units 3,351,022 1,210 5,050,976 (5,045,216 ) 3,357,992 Preferred units 834,849 — — — 834,849 Limited partner: Common units 746,174 — — — 746,174 Accumulated other comprehensive income 67 — 28 — 95 Total partners' capital: 4,932,112 1,210 5,051,004 (5,045,216 ) 4,939,110 Noncontrolling interest — — (1,490 ) — (1,490 ) Total capital 4,932,112 1,210 5,049,514 (5,045,216 ) 4,937,620 Total liabilities and capital $ 5,325,372 $ 121,459 $ 7,839,403 $ (5,179,024 ) $ 8,107,210 Condensed Consolidating Statements of Operations (Amounts in thousands) For the Year Ended December 31, 2017 American Homes 4 Rent, L.P. American Residential Properties OP, L.P. Combined Consolidating Adjustments Consolidated Total Revenues: Rents from single-family properties $ — $ 240 $ 823,783 $ — $ 824,023 Fees from single-family properties — 3 10,724 — 10,727 Tenant charge-backs — 23 120,058 — 120,081 Other 1,455 — 4,113 — 5,568 Total revenues 1,455 266 958,678 — 960,399 Expenses: Property operating expenses — 139 354,935 — 355,074 Property management expenses — 17 69,695 — 69,712 General and administrative expense 21,136 149 13,447 — 34,732 Interest expense 11,639 7,286 93,695 — 112,620 Acquisition fees and costs expensed 358 — 4,265 — 4,623 Depreciation and amortization 1,516 8 295,766 — 297,290 Hurricane-related charges, net — — 7,963 — 7,963 Other expense (income) 388 (86 ) 4,703 — 5,005 Total expenses 35,037 7,513 844,469 — 887,019 Intercompany income 381 — 497 (878 ) — Intercompany expenses (497 ) — (381 ) 878 — Gain on sale of single-family properties and other, net 3,031 442 3,353 — 6,826 Loss on early extinguishment of debt — — (6,555 ) — (6,555 ) Remeasurement of participating preferred units 2,841 — — — 2,841 Equity in income of subsidiaries 104,177 35,594 — (139,771 ) — Net income (loss) 76,351 28,789 111,123 (139,771 ) 76,492 Noncontrolling interest — — 141 — 141 Preferred distributions 60,718 — — — 60,718 Redemption of participating preferred units 42,416 — — — 42,416 Net (loss) income attributable to common unitholders $ (26,783 ) $ 28,789 $ 110,982 $ (139,771 ) $ (26,783 ) Condensed Consolidating Statements of Operations (continued) (Amounts in thousands) For the Year Ended December 31, 2016 American Homes 4 Rent, L.P. American Residential Properties OP, L.P. Combined Consolidating Adjustments Consolidated Total Revenues: Rents from single-family properties $ — $ 436 $ 757,167 $ — $ 757,603 Fees from single-family properties — 4 10,230 — 10,234 Tenant charge-backs — 16 95,238 — 95,254 Other 612 — 15,186 — 15,798 Total revenues 612 456 877,821 — 878,889 Expenses: Property operating expenses — 161 317,149 — 317,310 Property management expenses — 26 70,698 — 70,724 General and administrative expense 19,339 75 13,654 — 33,068 Interest expense 11,306 5,935 113,606 — 130,847 Acquisition fees and costs expensed 6,119 — 5,324 — 11,443 Depreciation and amortization 1,221 106 297,350 — 298,677 Other 133 60 11,785 — 11,978 Total expenses 38,118 6,363 829,566 — 874,047 Intercompany income 413 — 502 (915 ) — Intercompany expenses (502 ) — (413 ) 915 — Gain on sale of single-family properties and other, net — 147 14,422 — 14,569 Loss on early extinguishment of debt (2,724 ) — (10,684 ) — (13,408 ) Gain on conversion of Series E units 11,463 — — — 11,463 Remeasurement of participating preferred units (7,020 ) — — — (7,020 ) Equity in income of subsidiaries 46,884 1 — (46,885 ) — Net income (loss) 11,008 (5,759 ) 52,082 (46,885 ) 10,446 Noncontrolling interest — — (562 ) — (562 ) Preferred distributions 40,237 — — — 40,237 Income allocated to Series C and D limited partners 10,730 — — — 10,730 Net (loss) income attributable to common unitholders $ (39,959 ) $ (5,759 ) $ 52,644 $ (46,885 ) $ (39,959 ) Condensed Consolidating Statements of Comprehensive Income (Loss) (Amounts in thousands) For the Year Ended December 31, 2017 American Homes 4 Rent, L.P. American Residential Properties OP, L.P. Combined Consolidating Adjustments Consolidated Total Net income $ 76,351 $ 28,789 $ 111,123 $ (139,771 ) $ 76,492 Other comprehensive income (loss): Unrealized gain on cash flow hedging instruments: Unrealized gain on cash flow hedging instruments 75 — — — 75 Reclassification adjustment for amortization of interest expense included in net income — — (28 ) — (28 ) Unrealized gain on investment in equity securities: Reclassification adjustment for realized gain included in net income (67 ) — — — (67 ) Other comprehensive income (loss) 8 — (28 ) — (20 ) Comprehensive income 76,359 28,789 111,095 (139,771 ) 76,472 Comprehensive income attributable to noncontrolling interests — — 141 — 141 Preferred distributions 60,718 — — — 60,718 Redemption of participating preferred units 42,416 — — — 42,416 Comprehensive (loss) income attributable to common unitholders $ (26,775 ) $ 28,789 $ 110,954 $ (139,771 ) $ (26,803 ) For the Year Ended December 31, 2016 American Homes 4 Rent, L.P. American Residential Properties OP, L.P. Combined Consolidating Adjustments Consolidated Total Net income (loss) $ 11,008 $ (5,759 ) $ 52,082 $ (46,885 ) $ 10,446 Other comprehensive income: Unrealized gain on interest rate cap agreement: Reclassification adjustment for amortization of interest expense included in net income (loss) — — 130 — 130 Unrealized gain on investment in equity securities 67 — — — 67 Other comprehensive income 67 — 130 — 197 Comprehensive income (loss) 11,075 (5,759 ) 52,212 (46,885 ) 10,643 Comprehensive loss attributable to noncontrolling interests — — (562 ) — (562 ) Preferred distributions 40,237 — — — 40,237 Income allocated to Series C and D limited partners 10,730 — — — 10,730 Comprehensive (loss) income attributable to common unitholders $ (39,892 ) $ (5,759 ) $ 52,774 $ (46,885 ) $ (39,762 ) Condensed Consolidating Statements of Cash Flows (Amounts in thousands) For the Year Ended December 31, 2017 American Homes 4 Rent, L.P. American Residential Properties OP, L.P. Combined Consolidating Adjustments Consolidated Total Operating activities Net cash (used for) provided by operating activities $ (66,411 ) $ (4,513 ) $ 456,885 $ — $ 385,961 Investing activities Cash paid for single-family properties — — (784,666 ) — (784,666 ) Change in escrow deposits for purchase of single-family properties — — (8,937 ) — (8,937 ) Net proceeds received from sales of single-family properties and other 14,265 5,156 67,642 — 87,063 Collections from mortgage financing receivables — — 268 — 268 Distributions from unconsolidated joint ventures 680 — 8,612 — 9,292 Collections from intercompany notes 9,507 — — (9,507 ) — (Investment in) return of investment in subsidiaries (854,346 ) 36,533 — 817,813 — Initial renovations to single-family properties — (1,613 ) (46,298 ) — (47,911 ) Recurring and other capital expenditures for single-family properties — — (37,540 ) — (37,540 ) Other purchases of productive assets (6,657 ) — (48,391 ) — (55,048 ) Net cash (used for) provided by investing activities (836,551 ) 40,076 (849,310 ) 808,306 (837,479 ) Financing activities Proceeds from issuance of Class A units 694,765 — — — 694,765 Payments of Class A unit issuance costs (10,637 ) — — — (10,637 ) Proceeds from issuance of perpetual preferred units 270,000 — — — 270,000 Payments of perpetual preferred unit issuance costs (9,229 ) — — — (9,229 ) Proceeds from exercise of stock options, net of tax withholding 548 — — — 548 Redemptions of Class A units (169 ) — — — (169 ) Payments on asset-backed securitizations — — (477,879 ) — (477,879 ) Proceeds from revolving credit facility 202,000 — — — 202,000 Payments on revolving credit facility (112,000 ) — — — (112,000 ) Proceeds from term loan facility 25,000 — — — 25,000 Payments on term loan facility (100,000 ) — — — (100,000 ) Payments on secured note payable — — (969 ) — (969 ) Payments on intercompany notes borrowed — — (9,507 ) 9,507 — Intercompany financing and distributions to parent — (35,594 ) 853,407 (817,813 ) — Distributions to common unitholders (47,234 ) — — — (47,234 ) Distributions to preferred unitholders (46,122 ) — — — (46,122 ) Deferred financing costs paid (3,974 ) — — — (3,974 ) Net cash provided by (used for) financing activities 862,948 (35,594 ) 365,052 (808,306 ) 384,100 Net decrease in cash, cash equivalents and restricted cash (40,014 ) (31 ) (27,373 ) — (67,418 ) Cash, cash equivalents and restricted cash, beginning of period 76,913 62 173,266 — 250,241 Cash, cash equivalents and restricted cash, end of period $ 36,899 $ 31 $ 145,893 $ — $ 182,823 Supplemental cash flow information Cash payments for interest, net of amounts capitalized $ (9,263 ) $ (3,738 ) $ (87,907 ) $ — $ (100,908 ) Supplemental schedule of noncash investing and financing activities Accounts payable and accrued expenses related to property acquisitions and renovations $ — $ 11 $ 7,953 $ — $ 7,964 Transfer of term loan borrowings to revolving credit facility $ 50,000 $ — $ — $ — $ 50,000 Transfer of deferred financing costs from term loan to revolving credit facility $ 1,524 $ — $ — $ — $ 1,524 Transfers of completed homebuilding deliveries to properties $ — $ — $ 4,536 $ — $ 4,536 Note receivable related to a bulk sale of properties, net of discount $ 5,710 $ — $ — $ — $ 5,710 Redemption of participating preferred units $ (37,499 ) $ — $ — $ — $ (37,499 ) Accrued distributions to affiliates $ 4,720 $ — $ — $ — $ 4,720 Accrued distributions to non-affiliates $ 26,982 $ — $ — $ — $ 26,982 Condensed Consolidating Statements of Cash Flows (continued) (Amounts in thousands) For the Year Ended December 31, 2016 American Homes 4 Rent, L.P. American Residential Properties OP, L.P. Combined Consolidating Adjustments Consolidated Total Operating activities Net cash (used for) provided by operating activities $ (137,991 ) $ 5,692 $ 411,166 $ — $ 278,867 Investing activities Cash paid for single-family properties — — (252,841 ) — (252,841 ) Change in escrow deposits for purchase of single-family properties — — (312 ) — (312 ) Cash acquired in noncash business combinations — 3,317 21,703 — 25,020 Payoff of credit facility in connection with ARPI merger (350,000 ) — — — (350,000 ) Net proceeds received from sales of single-family properties and other — 603 87,987 — 88,590 Net proceeds received from sales of non-performing loans — — 47,186 — 47,186 Purchase of commercial office buildings (20,056 ) — (7,049 ) — (27,105 ) Collections from mortgage financing receivables — — 19,425 — 19,425 Distributions from unconsolidated joint ventures 7,200 — 1,147 — 8,347 Collections from intercompany notes 19,092 — — (19,092 ) — Investments in subsidiaries (155,139 ) (9,508 ) — 164,647 — Initial renovations to single-family properties — (41 ) (39,871 ) — (39,912 ) Recurring and other capital expenditures for single-family properties — — (27,807 ) — (27,807 ) Other purchases of productive assets (4,576 ) — (8,413 ) — (12,989 ) Net cash (used for) provided by investing activities (503,479 ) (5,629 ) (158,845 ) 145,555 (522,398 ) Financing activities Proceeds from issuance of Class A units 102,830 — — — 102,830 Payments of Class A unit offering costs (227 ) — — — (227 ) Proceeds from issuance of perpetual preferred units 498,750 — — — 498,750 Payments of perpetual preferred units issuance costs (15,938 ) — — — (15,938 ) Proceeds from exercise of stock options 3,171 — — — 3,171 Repurchase of Class A units (96,098 ) — — — (96,098 ) Redemptions of Class A units (399 ) — — — (399 ) Payments on asset-backed securitizations — — (381,117 ) — (381,117 ) Proceeds from revolving credit facilities 951,000 — — — 951,000 Payments on revolving credit facilities (951,000 ) — — — (951,000 ) Proceeds from term loan facility 325,000 — — — 325,000 Payments on secured note payable — — (924 ) — (924 ) Payments on intercompany notes borrowed — — (19,092 ) 19,092 — Intercompany financing and distributions to parent — (1 ) 164,648 (164,647 ) — Distributions to noncontrolling interests — — (230 ) — (230 ) Distributions to common unitholders (58,445 ) — — — (58,445 ) Distributions to preferred unitholders (40,237 ) — — — (40,237 ) Distributions to Series C and D convertible unitholders (856 ) — — — (856 ) Deferred financing costs paid (10,436 ) — (40 ) — (10,476 ) Net cash provided by (used for) financing activities 707,115 (1 ) (236,755 ) (145,555 ) 324,804 Net increase in cash, cash equivalents and restricted cash 65,645 62 15,566 — 81,273 Cash, cash equivalents and restricted cash, beginning of period 11,268 — 157,700 — 168,968 Cash, cash equivalents and restricted cash, end of period $ 76,913 $ 62 $ 173,266 $ — $ 250,241 Supplemental cash flow information Cash payments for interest, net of amounts capitalized $ (8,774 ) $ (3,115 ) $ (103,925 ) $ — $ (115,814 ) Supplemental schedule of noncash investing and financing activities Accounts payable and accrued expenses related to property acquisitions and renovations $ — $ — $ (2,876 ) $ — $ (2,876 ) Conversion of nonperforming loans to properties $ — $ — $ 3,554 $ — $ 3,554 Merger with ARPI Single-family properties $ — $ 5,898 $ 1,271,355 $ — $ 1,277,253 Rent and other receivables, net $ — $ 50 $ 793 $ — $ 843 Escrow deposits, prepaid expenses and other assets $ — $ 666 $ 34,468 $ — $ 35,134 Deferred costs and other intangibles, net $ — $ 109 $ 22,587 $ — $ 22,696 Asset-backed securitization $ — $ — $ (329,703 ) $ — $ (329,703 ) Exchangeable senior notes, net $ — $ (112,298 ) $ — $ — $ (112,298 ) Accounts payable and accrued expenses $ (8,660 ) $ (4,475 ) $ (25,350 ) $ — $ (38,485 ) Class A units issued $ (530,460 ) $ — $ — $ — $ (530,460 ) |