American Homes 4 Rent 10-Q for FY2024 Q1
American Homes 4 Rent (AMH)
10-Q
2024-05-03
For: 2024-03-31
View Original
Added on
April 06, 2026
About this 10-Q
American Homes 4 Rent filed this 10-Q on May 3, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).
Headline figures
Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $128.1M
- down 7.0% from net income of $137.7M a year earlier
- Diluted EPS
- $0.30
- down 6.3% from $0.32 a year earlier
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, 2024
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.)
(Exact name of registrant as specified in its charter)
| American Homes 4 Rent | ||||||||
| American Homes 4 Rent, L.P. | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(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 | ||||||||||||
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 | |||||||||||||||||
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
| American Homes 4 Rent, L.P. | |||||||||||||||||
| Large accelerated filer | ☐ | 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 365,686,971 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 1, 2024.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2024 of American Homes 4 Rent and American Homes 4 Rent, L.P. Unless stated otherwise or the context otherwise requires, references to “AMH” or the “General Partner” mean American Homes 4 Rent, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” or the “OP” mean American Homes 4 Rent, L.P., a Delaware limited partnership, and its subsidiaries taken as a whole. References to the “Company,” “we,” “our” and “us” mean collectively AMH, the Operating Partnership and those entities/subsidiaries owned or controlled by AMH and/or the Operating Partnership.
AMH is the general partner of, and as of March 31, 2024 owned approximately 87.7% of the common partnership interest in, the Operating Partnership. The remaining 12.3% of the common partnership interest was owned by limited partners. As the sole general partner of the Operating Partnership, AMH has exclusive control of the Operating Partnership’s day-to-day management. The Company’s management operates AMH and the Operating Partnership as one business, and the management of AMH 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 AMH and the Operating Partnership in the context of how AMH and the Operating Partnership operate as a consolidated company. AMH’s primary function is acting as the general partner of the Operating Partnership. The only material asset of AMH is its partnership interest in the Operating Partnership. As a result, AMH 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. AMH 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. AMH contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, AMH 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 AMH, 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 condensed 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 condensed consolidated financial statements for the Company and the Operating Partnership; a single set of notes to such financial statements that includes separate discussions of each entity’s debt, noncontrolling interests and shareholders’ equity or partners’ capital, as applicable; and a combined Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” section that includes discrete information related to each entity.
This report also includes separate Part I, “Item 4. Controls and Procedures” sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the
Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.
American Homes 4 Rent
American Homes 4 Rent, L.P.
TABLE OF CONTENTS
| Page | |||||||||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Various statements contained in this Quarterly Report on Form 10-Q, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may relate to beliefs, expectations or intentions and similar statements concerning matters that are not of historical fact and are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “intend,” “potential,” “plan,” “goal,” “outlook,” “guidance” 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 and could cause actual results to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.
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, 2023 (the “2023 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.
While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance, and you should not unduly rely on them. The forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date of this report. We are not obligated to update or revise these statements as a result of new information, future events or otherwise, unless required by applicable law.
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
American Homes 4 Rent
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share data)
| March 31, 2024 | December 31, 2023 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Single-family properties: | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Single-family properties in operation | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Single-family properties in operation, net | |||||||||||
| Single-family properties under development and development land | |||||||||||
| Single-family properties and land held for sale, net | |||||||||||
| Total real estate assets, net | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Rent and other receivables | |||||||||||
| Escrow deposits, prepaid expenses and other assets | |||||||||||
| Investments in unconsolidated joint ventures | |||||||||||
| Asset-backed securitization certificates | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Revolving credit facility | $ | $ | |||||||||
| Asset-backed securitizations, net | |||||||||||
| Unsecured senior notes, net | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (see Note 15) | |||||||||||
| Equity | |||||||||||
| Shareholders’ equity: | |||||||||||
Class A common shares ($ | |||||||||||
Class B common shares ($ | |||||||||||
Preferred shares ($ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total shareholders’ equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
American Homes 4 Rent
Condensed Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
(Unaudited)
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Rents and other single-family property revenues | $ | $ | |||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Property operating expenses | |||||||||||||||||||||||
| Property management expenses | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Acquisition and other transaction costs | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Gain on sale and impairment of single-family properties and other, net | |||||||||||||||||||||||
| Loss on early extinguishment of debt | ( | ||||||||||||||||||||||
| Other income and expense, net | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Noncontrolling interest | |||||||||||||||||||||||
| Dividends on preferred shares | |||||||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | |||||||||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income attributable to common shareholders per share: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
American Homes 4 Rent
Condensed Consolidated Statements of Comprehensive Income
(Amounts in thousands)
(Unaudited)
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||
| Cash flow hedging instruments: | |||||||||||||||||||||||
Reclassification adjustment for amortization of interest expense included in net income | ( | ( | |||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Dividends on preferred shares | |||||||||||||||||||||||
| Comprehensive income attributable to common shareholders | $ | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
American Homes 4 Rent
Condensed Consolidated Statements of Equity
(Amounts in thousands, except share and per share data)
(Unaudited)
| Class A common shares | Class B common shares | Preferred shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income | Shareholders’ equity | Noncontrolling interest | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | $ | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common shares | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to equity holders: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred shares (Note 10) | — | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares ($ | — | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4
American Homes 4 Rent
Condensed Consolidated Statements of Equity (continued)
(Amounts in thousands, except share and per share data)
(Unaudited)
| Class A common shares | Class B common shares | Preferred shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income | Shareholders’ equity | Noncontrolling interest | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common shares, net of offering costs of $ | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to equity holders: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred shares (Note 10) | — | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares ($ | — | — | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
| For the Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments | |||||||||||
| Noncash share-based compensation | |||||||||||
| Loss on early extinguishment of debt | |||||||||||
| Equity in net loss (income) of unconsolidated joint ventures | ( | ||||||||||
| Gain on sale and impairment of single-family properties and other, net | ( | ( | |||||||||
| Other changes in operating assets and liabilities: | |||||||||||
| Rent and other receivables | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Deferred leasing costs | ( | ( | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Amounts due from related parties | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Cash paid for single-family properties | ( | ( | |||||||||
| Change in escrow deposits for purchase of single-family properties | |||||||||||
| Net proceeds received from sales of single-family properties and other | |||||||||||
| Proceeds from notes receivable related to the sale of properties | |||||||||||
| Investment in unconsolidated joint ventures | ( | ||||||||||
| Distributions from joint ventures | |||||||||||
| Renovations to single-family properties | ( | ( | |||||||||
| Recurring and other capital expenditures for single-family properties | ( | ( | |||||||||
| Cash paid for development activity | ( | ( | |||||||||
| Proceeds from asset-backed securitization certificates | |||||||||||
| Other investing activities | ( | ( | |||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Proceeds from issuance of Class A common shares | |||||||||||
| Payments of Class A common share issuance costs | ( | ||||||||||
| Proceeds from issuances under share-based compensation plans | |||||||||||
| Payments related to tax withholding for share-based compensation | ( | ( | |||||||||
| Payments on asset-backed securitizations | ( | ( | |||||||||
| Payments on revolving credit facility | ( | ( | |||||||||
| Proceeds from unsecured senior notes, net of discount | |||||||||||
| Payments related to liabilities to repurchase consolidated land not owned | ( | ||||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Distributions to common shareholders | ( | ( | |||||||||
| Distributions to preferred shareholders | ( | ( | |||||||||
| Deferred financing costs paid | ( | ||||||||||
| Net cash (used for) provided by financing activities | ( | ||||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash, beginning of period (see Note 3) | |||||||||||
| Cash, cash equivalents and restricted cash, end of period (see Note 3) | $ | $ | |||||||||
6
American Homes 4 Rent
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
| For the Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Supplemental cash flow information | |||||||||||
| Cash payments for interest, net of amounts capitalized | $ | ( | $ | ( | |||||||
| Supplemental schedule of noncash investing and financing activities | |||||||||||
| Accrued property renovations and development expenditures | $ | $ | |||||||||
| Transfers of completed homebuilding deliveries to properties | |||||||||||
| Property and land contributions to unconsolidated joint ventures | ( | ||||||||||
| Accrued distributions to affiliates | |||||||||||
| Accrued distributions to non-affiliates | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
American Homes 4 Rent, L.P.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except unit data)
| March 31, 2024 | December 31, 2023 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Single-family properties: | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Single-family properties in operation | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Single-family properties in operation, net | |||||||||||
| Single-family properties under development and development land | |||||||||||
| Single-family properties and land held for sale, net | |||||||||||
| Total real estate assets, net | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Rent and other receivables | |||||||||||
| Escrow deposits, prepaid expenses and other assets | |||||||||||
| Investments in unconsolidated joint ventures | |||||||||||
| Amounts due from affiliates | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Revolving credit facility | $ | $ | |||||||||
| Asset-backed securitizations, net | |||||||||||
| Unsecured senior notes, net | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (see Note 15) | |||||||||||
| Capital | |||||||||||
| Partners’ capital: | |||||||||||
| General partner: | |||||||||||
Common units ( | |||||||||||
Preferred units ( | |||||||||||
| Limited partner: | |||||||||||
Common units ( | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Total capital | |||||||||||
| Total liabilities and capital | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Operations
(Amounts in thousands, except unit and per unit data)
(Unaudited)
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Rents and other single-family property revenues | $ | $ | |||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Property operating expenses | |||||||||||||||||||||||
| Property management expenses | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Acquisition and other transaction costs | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Gain on sale and impairment of single-family properties and other, net | |||||||||||||||||||||||
| Loss on early extinguishment of debt | ( | ||||||||||||||||||||||
| Other income and expense, net | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Preferred distributions | |||||||||||||||||||||||
| Net income attributable to common unitholders | $ | $ | |||||||||||||||||||||
| Weighted-average common units outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income attributable to common unitholders per unit: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Comprehensive Income
(Amounts in thousands)
(Unaudited)
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||
| Cash flow hedging instruments: | |||||||||||||||||||||||
Reclassification adjustment for amortization of interest expense included in net income | ( | ( | |||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Preferred distributions | |||||||||||||||||||||||
| Comprehensive income attributable to common unitholders | $ | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
10
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Capital
(Amounts in thousands, except unit and per unit data)
(Unaudited)
| General Partner | Limited Partners | Accumulated other comprehensive income | Total capital | ||||||||||||||||||||||||||||||||||||||
| Common capital | Preferred capital amount | Common capital | |||||||||||||||||||||||||||||||||||||||
| Number of units | Amount | Number of units | Amount | ||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Common units issued under share-based compensation plans, net of units withheld for employee taxes | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Issuance of Class A common units | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Distributions to capital holders: | |||||||||||||||||||||||||||||||||||||||||
Preferred units (Note 10) | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
Common units ($ | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Total other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balances at March 31, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
11
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Capital (continued)
(Amounts in thousands, except unit and per unit data)
(Unaudited)
| General Partner | Limited Partners | Accumulated other comprehensive income | Total capital | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common capital | Preferred capital amount | Common capital | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of units | Amount | Number of units | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common units issued under share-based compensation plans, net of units withheld for employee taxes | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common units, net of offering costs of $ | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to capital holders: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred units (Note 10) | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Common units ($ | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
12
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
| For the Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments | |||||||||||
| Noncash share-based compensation | |||||||||||
| Loss on early extinguishment of debt | |||||||||||
| Equity in net loss (income) of unconsolidated joint ventures | ( | ||||||||||
| Gain on sale and impairment of single-family properties and other, net | ( | ( | |||||||||
| Other changes in operating assets and liabilities: | |||||||||||
| Rent and other receivables | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Deferred leasing costs | ( | ( | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Amounts due from related parties | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Cash paid for single-family properties | ( | ( | |||||||||
| Change in escrow deposits for purchase of single-family properties | |||||||||||
| Net proceeds received from sales of single-family properties and other | |||||||||||
| Proceeds from notes receivable related to the sale of properties | |||||||||||
| Investment in unconsolidated joint ventures | ( | ||||||||||
| Distributions from joint ventures | |||||||||||
| Renovations to single-family properties | ( | ( | |||||||||
| Recurring and other capital expenditures for single-family properties | ( | ( | |||||||||
| Cash paid for development activity | ( | ( | |||||||||
| Proceeds from repayment of loan from affiliate | |||||||||||
| Other investing activities | ( | ( | |||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Proceeds from issuance of Class A common units | |||||||||||
| Payments of Class A common unit issuance costs | ( | ||||||||||
| Proceeds from issuances under share-based compensation plans | |||||||||||
| Payments related to tax withholding for share-based compensation | ( | ( | |||||||||
| Payments on asset-backed securitizations | ( | ( | |||||||||
| Payments on revolving credit facility | ( | ( | |||||||||
| Proceeds from unsecured senior notes, net of discount | |||||||||||
| Payments related to liabilities to repurchase consolidated land not owned | ( | ||||||||||
| Distributions to common unitholders | ( | ( | |||||||||
| Distributions to preferred unitholders | ( | ( | |||||||||
| Deferred financing costs paid | ( | ||||||||||
| Net cash (used for) provided by financing activities | ( | ||||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash, beginning of period (see Note 3) | |||||||||||
| Cash, cash equivalents and restricted cash, end of period (see Note 3) | $ | $ | |||||||||
13
American Homes 4 Rent, L.P.
Condensed Consolidated Statements of Cash Flows (continued)
(Amounts in thousands)
(Unaudited)
| For the Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Supplemental cash flow information | |||||||||||
| Cash payments for interest, net of amounts capitalized | $ | ( | $ | ( | |||||||
| Supplemental schedule of noncash investing and financing activities | |||||||||||
| Accrued property renovations and development expenditures | $ | $ | |||||||||
| Transfers of completed homebuilding deliveries to properties | |||||||||||
| Property and land contributions to unconsolidated joint ventures | ( | ||||||||||
| Accrued distributions to affiliates | |||||||||||
| Accrued distributions to non-affiliates | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
14
American Homes 4 Rent
American Homes 4 Rent, L.P.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. Organization and Operations
American Homes 4 Rent (“AMH” or the “General Partner”) is an internally managed Maryland real estate investment trust (“REIT”) formed on October 19, 2012 for the purpose of acquiring, developing, renovating, leasing and managing single-family homes as rental properties. American Homes 4 Rent, L.P., a Delaware limited partnership formed on October 22, 2012, and its consolidated subsidiaries (collectively, the “Operating Partnership” or the “OP”) is the entity through which the Company conducts substantially all of its business and owns, directly or through subsidiaries, substantially all of its assets. References to the “Company,” “we,” “our” and “us” mean collectively AMH, the Operating Partnership and those entities/subsidiaries owned or controlled by AMH and/or the Operating Partnership. As of March 31, 2024, the Company held 59,343 single-family properties in 21 states, including 728 properties classified as held for sale.
AMH is the general partner of, and as of March 31, 2024 owned approximately 87.7 % of the common partnership interest in, the Operating Partnership. The remaining 12.3 % of the common partnership interest was owned by limited partners. As the sole general partner of the Operating Partnership, AMH has exclusive control of the Operating Partnership’s day-to-day management. The Company’s management operates AMH and the Operating Partnership as one business, and the management of AMH consists of the same members as the management of the Operating Partnership. AMH’s primary function is acting as the general partner of the Operating Partnership. The only material asset of AMH is its partnership interest in the Operating Partnership. As a result, AMH 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. AMH 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 was $25.7 million of asset-backed securitization certificates issued by the Operating Partnership and purchased by AMH in connection with the Operating Partnership’s AMH 2014-SFR2 securitization debt offering. The asset-backed securitization certificates were recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership prior to the Operating Partnership’s payoff of the AMH 2014-SFR2 securitization during the three months ended March 31, 2024 (see Note 8. Debt). AMH contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, AMH 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 AMH, 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 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, 2023. 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 operating results for interim periods are not necessarily indicative of results for other interim periods or the full year. 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.
15
Principles of Consolidation
The condensed consolidated financial statements present the accounts of both (i) the Company, which include AMH, the Operating Partnership and their consolidated subsidiaries, and (ii) the Operating Partnership, which include the Operating Partnership and its consolidated subsidiaries. Intercompany accounts and transactions have been eliminated.
The Company consolidates real estate partnerships and other entities that are not variable interest entities (“VIEs”) in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”), when it owns, directly or indirectly, a majority interest in the entity or is otherwise able to control the entity. Entities that are not VIEs and for which the Company owns an interest and has the ability to exercise significant influence but does not control are accounted for under the equity method of accounting as an investment in an unconsolidated entity and are included in investments in unconsolidated joint ventures within the condensed consolidated balance sheets.
The Company consolidates VIEs in accordance with ASC 810 if it is the primary beneficiary of the VIE as determined by its power to direct the VIE’s activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. The Company holds investments in venture capital funds and deposits with land banking entities that we determined are VIEs. As the Company does not control the activities that most significantly impact the economic performance of these entities, the Company was deemed not to be the primary beneficiary and therefore did not consolidate the entities.
The investments in the unconsolidated venture capital funds are accounted for under the equity method of accounting and included in escrow deposits, prepaid expenses and other assets within the condensed consolidated balance sheets. As of March 31, 2024 and December 31, 2023, the carrying value of the investments in these venture capital funds was $12.7 million and $13.0 million, respectively, and the Company’s maximum exposure to loss was $15.4 million and $15.6 million, respectively, which includes all future capital funding requirements.
The deposits with land banking entities are held at cost and included in escrow deposits, prepaid expenses and other assets within the condensed consolidated balance sheets. As of both March 31, 2024 and December 31, 2023, the carrying value of the deposits with land banking entities and the Company’s maximum exposure to loss was $15.7
Recent Accounting Pronouncements Not Yet Effective
In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU will require public entities to disclose significant segment expenses and other segment items and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment will also be required to provide the new disclosures and all the disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all periods presented unless it is impracticable to do so. The Company is currently assessing the impact of the guidance on its financial statements.
Note 3. Cash, Cash Equivalents and Restricted Cash
Restricted cash primarily consists of funds held related to resident security deposits, cash reserves in accordance with certain loan agreements and funds held in the custody of our transfer agent for the payment of distributions. Funds held related to resident security deposits are restricted during the term of the related lease agreement, which is generally one year . Cash reserved in connection with lender requirements is restricted during the term of the related debt instrument.
The following table provides a reconciliation of cash, cash equivalents and restricted cash per the condensed consolidated statements of cash flows to the corresponding financial statement line items in the condensed consolidated balance sheets (amounts in thousands):
| March 31, | December 31, | ||||||||||||||||||||||
| 2024 | 2023 | 2023 | 2022 | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | $ | $ | |||||||||||||||||||
16
Note 4. Real Estate Assets, Net
The net book values of real estate assets consisted of the following as of March 31, 2024 and December 31, 2023 (amounts in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Occupied single-family properties | $ | $ | |||||||||
| Single-family properties leased, not yet occupied | |||||||||||
| Single-family properties in turnover process | |||||||||||
| Single-family properties recently renovated or developed | |||||||||||
| Single-family properties newly acquired and under renovation | |||||||||||
| Single-family properties in operation, net | |||||||||||
| Development land | |||||||||||
| Single-family properties under development | |||||||||||
| Single-family properties and land held for sale, net | |||||||||||
| Total real estate assets, net | $ | $ | |||||||||
Depreciation expense related to single-family properties was $110.3 million and $107.8 million for the three months ended March 31, 2024 and 2023, respectively.
During the three months ended March 31, 2024 and 2023, the Company disposed of single-family properties and land for aggregate net proceeds of $156.1 million and $184.5 million, respectively, which resulted in an aggregate net gain on sale of $69.8 million and $85.7 million, respectively, as a result of submarket analysis, as well as individual asset-level review.
Note 5. Rent and Other Receivables
Included in rents and other single-family property revenues are variable lease payments for tenant charge-backs, which primarily relate to cost recoveries on utilities, and variable lease payments for fees from single-family properties. Variable lease payments for tenant charge-backs were $57.3 million and $55.4 million for the three months ended March 31, 2024 and 2023, respectively. Variable lease payments for fees from single-family properties were $8.0 million and $7.4 million for the three months ended March 31, 2024 and 2023, respectively.
The Company generally rents its single-family properties under non-cancelable lease agreements with a term of one year . The following table summarizes future minimum rental revenues under existing leases on our properties as of March 31, 2024 (amounts in thousands):
| March 31, 2024 | |||||
| Remaining 2024 | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total | $ | ||||
17
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, 2024 and December 31, 2023 (amounts in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Escrow deposits, prepaid expenses and other | $ | $ | |||||||||
| Consolidated land not owned | |||||||||||
| Commercial real estate, software, vehicles and FF&E, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred costs and other intangibles, net | |||||||||||
| Notes receivable, net | |||||||||||
| Total | $ | $ | |||||||||
Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $4.6 million and $4.2 million for the three months ended March 31, 2024 and 2023, respectively.
Deferred Costs and Other Intangibles, Net
Deferred costs and other intangibles, net consisted of the following as of March 31, 2024 and December 31, 2023 (amounts in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Deferred leasing costs | $ | $ | |||||||||
| Deferred financing costs | |||||||||||
| Less: accumulated amortization | ( | ( | |||||||||
| Total | $ | $ | |||||||||
Amortization expense related to deferred leasing costs was $0.8 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively, and is included in depreciation and amortization within the condensed consolidated statements of operations. Amortization of deferred financing costs related to our revolving credit facility was $0.7
The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of March 31, 2024 for future periods (amounts in thousands):
| Deferred Leasing Costs | Deferred Financing Costs | Total | |||||||||||||||||||||
| Remaining 2024 | $ | $ | $ | ||||||||||||||||||||
| 2025 | |||||||||||||||||||||||
| 2026 | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
Note 7. Investments in Unconsolidated Joint Ventures
As of March 31, 2024, the Company held 20 % ownership interests in four unconsolidated joint ventures. In evaluating the Company’s 20 % ownership interests in these joint ventures, we concluded that the joint ventures are not VIEs after applying the variable interest model and, therefore, we account for our interests in the joint ventures as investments in unconsolidated subsidiaries after applying the voting interest model using the equity method of accounting. Equity in net income (losses) of unconsolidated joint ventures is included in other income and expense, net within the condensed consolidated statements of operations.
The Company entered into a joint venture with (i) the Alaska Permanent Fund Corporation (the “Alaska JV”) during the second quarter of 2014 to invest in homes acquired through traditional acquisition channels, (ii) another leading institutional investor (the “Institutional Investor JV”) during the third quarter of 2018 to invest in newly constructed single-family rental homes and (iii) institutional investors advised by J.P. Morgan Asset Management focused on constructing and operating newly built rental homes during the first quarter of 2020 (“J.P. Morgan JV I”) and third quarter of 2023 (“J.P. Morgan JV II”).
18
The following table summarizes our investments in unconsolidated joint ventures as of March 31, 2024 and December 31, 2023 (amounts in thousands, except percentages and property data):
| Joint Venture Description | % Ownership at March 31, 2024 | Completed Homes at March 31, 2024 | Balances at March 31, 2024 | Balances at December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Alaska JV | % | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Institutional Investor JV | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| J.P. Morgan JV I | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| J.P. Morgan JV II | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company provides various services to these joint ventures, which are considered to be related parties, including property management and development services and has opportunities to earn promoted interests. Management fee and development fee income from unconsolidated joint ventures was $3.0 million and $3.3 million for the three months ended March 31, 2024 and 2023, respectively, and is included in other income and expense, net within the condensed consolidated statements of operations. As a result of the Company’s management of these joint ventures, certain related party receivables and payables arise in the ordinary course of business and are included in escrow deposits, prepaid expenses and other assets or amounts payable to affiliates in the condensed consolidated balance sheets.
During the first quarter of 2022, J.P. Morgan JV I entered into a loan agreement to borrow up to a $375.0 million aggregate commitment. During the initial three -year term, the loan bears interest at the Secured Overnight Financing Rate (“SOFR”) plus a 1.50 % margin and matures on January 28, 2025. The loan agreement provides for one one-year extension option that includes additional fees and interest. As of March 31, 2024, J.P. Morgan JV I’s loan had a $324.0 million outstanding principal balance.
During the third quarter of 2022, the Institutional Investor JV amended its existing loan agreement to increase borrowing capacity to $250.0 million. During the initial two -year term, the loan bears interest at SOFR plus a 2.40 % margin and matures on July 1, 2024. The loan agreement provides for two one-year extension options that include additional fees and interest. As of March 31, 2024, the Institutional Investor JV’s loan had a $232.7 million outstanding principal balance.
The Company has provided customary non-recourse guarantees for the J.P. Morgan JV I and Institutional Investor JV loans that may become a liability for us upon a voluntary bankruptcy filing by the joint ventures or the occurrence of other actions such as fraud or a material misrepresentation by us or the joint ventures. To date, the guarantees have not been invoked, and we believe that the actions that would trigger a guarantee would generally be disadvantageous to the joint ventures and us and therefore are unlikely to occur. However, there can be no assurances that actions that could trigger the guarantee will not occur.
19
Note 8. Debt
All of the Company’s indebtedness is debt of the Operating Partnership. AMH 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, 2024 and December 31, 2023 (amounts in thousands):
| Outstanding Principal Balance | |||||||||||||||||||||||
Interest Rate (1) | Maturity Date | March 31, 2024 | December 31, 2023 | ||||||||||||||||||||
| AMH 2014-SFR2 securitization | N/A | $ | $ | ||||||||||||||||||||
| AMH 2014-SFR3 securitization | December 9, 2024 | ||||||||||||||||||||||
AMH 2015-SFR1 securitization (2) | April 9, 2045 | ||||||||||||||||||||||
AMH 2015-SFR2 securitization (3) | October 9, 2045 | ||||||||||||||||||||||
| Total asset-backed securitizations | |||||||||||||||||||||||
2028 unsecured senior notes (4) | February 15, 2028 | ||||||||||||||||||||||
| 2029 unsecured senior notes | February 15, 2029 | ||||||||||||||||||||||
2031 unsecured senior notes (5) | July 15, 2031 | ||||||||||||||||||||||
| 2032 unsecured senior notes | April 15, 2032 | ||||||||||||||||||||||
| 2034 unsecured senior notes | February 1, 2034 | ||||||||||||||||||||||
| 2051 unsecured senior notes | July 15, 2051 | ||||||||||||||||||||||
| 2052 unsecured senior notes | April 15, 2052 | ||||||||||||||||||||||
Revolving credit facility (6) | April 15, 2026 | ||||||||||||||||||||||
| Total debt | |||||||||||||||||||||||
| Unamortized discounts on unsecured senior notes | ( | ( | |||||||||||||||||||||
Deferred financing costs, net (7) | ( | ( | |||||||||||||||||||||
| Total debt per balance sheet | $ | $ | |||||||||||||||||||||
(1)Interest rates are rounded and as of March 31, 2024. Unless otherwise stated, interest rates are fixed percentages.
(2)The AMH 2015-SFR1 securitization has an anticipated repayment date of April 9, 2025. If the securitization is not repaid by this date, the duration-adjusted weighted-average interest rate will increase by a minimum of 3.00 %.
(3)The AMH 2015-SFR2 securitization has an anticipated repayment date of October 9, 2025. If the securitization is not repaid by this date, the duration-adjusted weighted-average interest rate will increase by a minimum of 3.00 %.
(4)The stated interest rate on the 2028 unsecured senior notes is 4.25 %, which was hedged to yield an interest rate of 4.08 %.
(5)The stated interest rate on the 2031 unsecured senior notes is 2.38 %, which was hedged to yield an interest rate of 2.46 %.
(6)The revolving credit facility provides for a borrowing capacity of up to $1.25 billion and the maturity date includes two six-month extension periods. The Company had approximately $2.7 0.90 % as of March 31, 2024.
(7)Deferred financing costs relate to our asset-backed securitizations and unsecured senior notes. Amortization of deferred financing costs related to our asset-backed securitizations and unsecured senior notes was $1.7
Early Extinguishment of Debt
During the first quarter of 2024, the Operating Partnership paid off the $460.6 million outstanding principal on the AMH 2014-SFR2 securitization, which resulted in $1.0 million of charges related to the write-off of unamortized deferred financing costs and related legal fees and included in loss on early extinguishment of debt within the condensed consolidated statements of operations. The payoff of the AMH 2014-SFR2 securitization also resulted in the release of the 4,516 homes pledged as collateral and $10.3 million of cash restricted for lender requirements. The Company received $25.7 million from the payoff for its investment in the AMH 2014-SFR2 Class F asset-backed securitization certificates that were issued by the Operating Partnership and acquired by the Company in 2014 as part of the AMH 2014-SFR2 securitization debt offering. The Class F certificates were recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership prior to the payoff. See Note 14. Related Party Transactions.
Unsecured Senior Notes
During the first quarter of 2024, the Operating Partnership issued $600.0 million of 5.500 % unsecured senior notes with a maturity date of February 1, 2034 (the “2034 Notes”), which carry a green bond designation and were issued under the Company’s green finance framework. Interest on the 2034 Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2024. The Operating Partnership received aggregate net proceeds of $595.5 million from this offering, after underwriting fees of $3.9 million and a $0.6 million discount, and before offering costs of $1.3 million. Pending full allocation of an amount equal to the net proceeds to finance new or existing projects meeting the eligibility criteria described in the prospectus
20
supplement related to the offering, the Operating Partnership used the net proceeds primarily to repay outstanding indebtedness, including the payoff of the AMH 2014-SFR2 securitization.
The 2034 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future unsecured and unsubordinated indebtedness. The indenture requires that we maintain certain financial covenants. The Operating Partnership may redeem the 2034 Notes in whole at any time or in part from time to time at the applicable redemption price specified in the indenture. If the 2034 Notes are redeemed on or after November 1, 2033 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2034 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
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, 2024 (amounts in thousands):
| Debt Maturities | |||||
| Remaining 2024 | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total debt | $ | ||||
Interest Expense
The following table summarizes our (i) gross interest cost, which includes fees on our credit facilities and amortization of deferred financing costs and the discounts on unsecured senior notes, and (ii) capitalized interest for the three months ended March 31, 2024 and 2023 (amounts in thousands):
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Gross interest cost | $ | $ | |||||||||||||||||||||
| Capitalized interest | ( | ( | |||||||||||||||||||||
| Interest expense | $ | $ | |||||||||||||||||||||
Note 9. Accounts Payable and Accrued Expenses
The following table summarizes accounts payable and accrued expenses as of March 31, 2024 and December 31, 2023 (amounts in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Resident security deposits | $ | $ | |||||||||
| Accrued property taxes | |||||||||||
| Liability for consolidated land not owned | |||||||||||
| Accrued construction and maintenance liabilities | |||||||||||
| Accrued interest | |||||||||||
| Prepaid rent | |||||||||||
| Operating lease liabilities | |||||||||||
| Accounts payable | |||||||||||
| Other accrued liabilities | |||||||||||
| Total | $ | $ | |||||||||
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 AMH, with the Operating Partnership receiving the net proceeds from the share issuances.
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At-the-Market Common Share Offering Program
During the second quarter of 2023, the Company entered into a new at-the-market common share offering program, replacing the previously expiring program, under which it can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $1.0 billion (the “2023 At-the-Market Program”). The 2023 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 2023 At-the-Market Program (i) to repay indebtedness the Company has incurred or expects to incur under its revolving credit facility or other debt obligations under its securitizations, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with the Company’s business strategy and (iv) for working capital and general corporate purposes, including repurchases of the Company’s securities, acquisitions of additional properties, capital expenditures and the expansion, redevelopment and/or improvement of properties in the Company’s portfolio. The 2023 At-the-Market Program may be suspended or terminated by the Company at any time. During the three months ended March 31, 2024, the Company issued 932,746 Class A common shares under its 2023 At-the-Market Program, raising $33.7 million in gross proceeds before commissions and other expenses of approximately $0.5 million. As of March 31, 2024, 3,732,429 shares have been issued under the 2023 At-the-Market Program and $864.3 million remained available for future share issuances.
During the first quarter of 2024, the Company entered into a forward sale agreement with the forward purchaser (the “March 2024 Forward Sale Agreement”), which is accounted for in equity, to offer 2,987,024 Class A common shares on a forward basis under its 2023 At-the-Market Program at the request of the Company by the forward seller. The Company expects to physically settle the March 2024 Forward Sale Agreement by the delivery of the Class A common shares and receive proceeds by February 28, 2025, although the Company has the right to elect settlement prior to that time subject to certain conditions. Although the Company expects to physically settle, the March 2024 Forward Sale Agreement allows the Company to cash or net-share settle all or a portion of its obligations. If the Company elects to cash or net share settle the March 2024 Forward Sale Agreement, the Company may not receive any proceeds, and may owe cash or Class A common shares to the forward purchaser in certain circumstances. The March 2024 Forward Sale Agreement is subject to early termination or settlement under certain circumstances. As of March 31, 2024, the Company has estimated net proceeds of approximately $108.6 million available from future settlement under the March 2024 Forward Sale Agreement, subject to adjustment in accordance with the forward sale transaction.
Share Repurchase Program
The Company’s board of trustees authorized the establishment of our share repurchase program for the repurchase of up to $300.0 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the three months ended March 31, 2024 and 2023, we did not 265.1 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares under the program.
Perpetual Preferred Shares
As of March 31, 2024 and December 31, 2023, the Company had the following series of perpetual preferred shares outstanding (amounts in thousands, except share data):
| March 31, 2024 | December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||
| Series | Issuance Date | Earliest Redemption Date | Dividend Rate | Outstanding Shares | Current Liquidation Value | Outstanding Shares | Current Liquidation Value | |||||||||||||||||||||||||||||||||||||
| Series G perpetual preferred shares | July 17, 2017 | July 17, 2022 | % | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Series H perpetual preferred shares | September 19, 2018 | September 19, 2023 | % | |||||||||||||||||||||||||||||||||||||||||
| Total preferred shares | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
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Distributions
The Company’s board of trustees declared the following distributions during the respective quarters. The Operating Partnership funds the payment of distributions, and the board of trustees declared an equivalent amount of distributions on the corresponding OP units.
| For the Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Security | March 31, 2024 | March 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Class A and Class B common shares | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest
Noncontrolling interest as reflected in the Company’s condensed consolidated balance sheets primarily consists of the interests held by former American Homes 4 Rent, LLC (“AH LLC”) members in units in the Operating Partnership. Former AH LLC members owned 50,779,990 12.2 417,699,026 and 416,308,486 Class A units in the Operating Partnership as of March 31, 2024 and December 31, 2023, 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 0.1 417,699,026 and 416,308,486 Class A units in the Operating Partnership as of March 31, 2024 and December 31, 2023, respectively. The OP units owned by former AH LLC members and non-affiliates are reflected as noncontrolling interest in the Company’s condensed consolidated balance sheets and limited partner capital in the Operating Partnership’s condensed consolidated balance sheets.
Note 11. Share-Based Compensation
2021 Equity Incentive Plan
The Company’s 2021 Equity Incentive Plan (the “2021 Plan”), which replaced the 2012 Equity Incentive Plan (the “2012 Plan”), provides for the issuance of Class A common shares through the grant of a variety of awards including stock options, stock appreciation rights, restricted share units (“RSUs”), unrestricted shares, dividend equivalent rights and performance-based awards. When the Company issues Class A common shares under the 2012 Plan and 2021 Plan, the Operating Partnership issues an equivalent number of Class A units to AMH.
RSUs granted to employees during the three months ended March 31, 2024 and 2023 generally vest over a three-year
During the three months ended March 31, 2024, the Company announced that David P. Singelyn, the Company’s Chief Executive Officer, will retire effective December 31, 2024. In connection with Mr. Singelyn’s retirement, the Company and Mr. Singelyn entered into a Retirement and Award Agreement (the “Retirement Agreement”), which became effective February 21, 2024, pursuant to which Mr. Singelyn agreed to provide transition advisory services from his retirement until June 30, 2025 and the Company granted him 46,070 RSUs on February 21, 2024 which cliff vest on June 30, 2025 upon satisfaction of certain vesting conditions, including performance of his obligations under the Retirement Agreement. In addition, the Company granted Christopher C. Lau, the Company’s Chief Financial Officer, 143,968 RSUs on February 21, 2024 which cliff vest five years from the date of grant in connection with his appointment to the elevated role of Senior Executive Vice President.
Performance-based restricted share units (“PSUs”) granted to certain senior employees during the three months ended March 31, 2024 and 2023 cliff vest at the end of a three-year three-year zero to 200 % of the number of PSUs granted based on the level of achievement of these performance conditions. For the TSR Awards, grant date fair value was determined using a multifactor Monte Carlo model and the resulting compensation cost is amortized over the service period regardless of whether the performance condition is achieved. For the Core FFO Awards, fair value is based on the market value on the date of grant and compensation cost is recognized based on the probable achievement of the performance condition at each reporting period.
23
The following table summarizes stock option activity under the 2012 Plan and 2021 Plan for the three months ended March 31, 2024 and 2023:
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Options outstanding at beginning of period | |||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ( | |||||||||||||||||||||
| Forfeited | |||||||||||||||||||||||
| Options outstanding at end of period | |||||||||||||||||||||||
| Options exercisable at end of period | |||||||||||||||||||||||
The following table summarizes RSU activity under the 2012 Plan and 2021 Plan for the three months ended March 31, 2024 and 2023:
| For the Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| RSUs outstanding at beginning of period | |||||||||||
| Granted | |||||||||||
| Vested | ( | ( | |||||||||
| Forfeited | ( | ( | |||||||||
| RSUs outstanding at end of period | |||||||||||
The following table summarizes PSU activity under the 2012 Plan and 2021 Plan for the three months ended March 31, 2024 and 2023:
| For the Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
PSUs outstanding at beginning of period (1) | |||||||||||
Granted (1) | |||||||||||
Adjustment for performance achievement (2) | |||||||||||
| Vested | ( | ||||||||||
Forfeited (1) | ( | ||||||||||
PSUs outstanding at end of period (1) | |||||||||||
(1)Represents target shares at grant date.
(2)Represents the difference between the number of target shares at grant date and the number of actual shares earned for the three-year performance period ended December 31, 2023, which was determined and settled during the three months ended March 31, 2024.
For the TSR Awards, the following assumptions were used in the calculation of fair value using the Monte Carlo simulation model:
| For the Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Expected term (years) | |||||||||||
| Dividend yield | |||||||||||
Estimated volatility (1) | |||||||||||
| Risk-free interest rate | |||||||||||
(1)Estimated volatility for the performance period is based on 50 % historical volatility and 50 % implied volatility.
2021 Employee Stock Purchase Plan
The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) provides for the issuance of up to 3,000,000 Class A common shares and allows employees to acquire the Company’s Class A common shares through payroll deductions, subject to maximum purchase limitations, during six-month purchase periods. The purchase price for Class A common shares may be set at a maximum discount equal to 85 % of the lower of the closing price of the Company’s Class A common shares on the first day or the last day of the applicable purchase period. The 2021 ESPP terminates in June 2031 or the date on which there are no longer any Class A common shares available for issuance. When the Company issues Class A common shares under the 2021 ESPP, the Operating Partnership issues an equivalent number of Class A units to AMH.
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Share-Based Compensation Expense
The Company’s noncash share-based compensation expense relating to corporate administrative employees is included in general and administrative expense and the noncash share-based compensation expense relating to centralized and field property management employees is included in property management expenses. Noncash share-based compensation expense relating to employees involved in the purchases of single-family properties, including newly constructed properties from third-party builders, the development of single-family properties, or the disposal of certain properties or portfolios of properties is included in acquisition and other transaction costs. The following table summarizes the activity related to the Company’s noncash share-based compensation expense for the three months ended March 31, 2024 and 2023 (amounts in thousands):
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| General and administrative expense | $ | $ | |||||||||||||||||||||
| Property management expenses | |||||||||||||||||||||||
| Acquisition and other transaction costs | |||||||||||||||||||||||
| Total noncash share-based compensation expense | $ | $ | |||||||||||||||||||||
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 months ended March 31, 2024 and 2023 (amounts in thousands, except share and per share data):
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Noncontrolling interest | |||||||||||||||||||||||
| Dividends on preferred shares | |||||||||||||||||||||||
Allocation to participating securities (1) | |||||||||||||||||||||||
| Numerator for income per common share–basic and diluted | $ | $ | |||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average common shares outstanding–basic | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
Share-based compensation plan and forward sale equity contract (2) | |||||||||||||||||||||||
Weighted-average common shares outstanding–diluted (3) | |||||||||||||||||||||||
| Net income per common share: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
(1)Unvested RSUs that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per share using the two-class method.
(2)Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options and vesting of PSUs under the treasury stock method for the three months ended March 31, 2024 and 2023 and the dilutive effect of a forward sale equity contract under the treasury stock method for the three months ended March 31, 2024 (see Note 10. Shareholders’ Equity / Partners’ Capital).
(3)The effect of the potential conversion of OP units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Class A common shares on a one -for-one basis. The income allocable to the OP units is allocated on this same basis and reflected as noncontrolling interest in the accompanying condensed consolidated financial statements. As such, the assumed conversion of the OP units would have no net impact on the determination of diluted earnings per share.
25
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 months ended March 31, 2024 and 2023 (amounts in thousands, except unit and per unit data):
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Preferred distributions | |||||||||||||||||||||||
Allocation to participating securities (1) | |||||||||||||||||||||||
| Numerator for income per common unit–basic and diluted | $ | $ | |||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average common units outstanding–basic | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
Share-based compensation plan and forward sale equity contract (2) | |||||||||||||||||||||||
| Weighted-average common units outstanding–diluted | |||||||||||||||||||||||
| Net income per common unit: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
(1)Unvested RSUs that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per unit using the two-class method.
(2)Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options and vesting of PSUs under the treasury stock method for the three months ended March 31, 2024 and 2023 and the dilutive effect of a forward sale equity contract under the treasury stock method for the three months ended March 31, 2024 (see Note 10. Shareholders’ Equity / Partners’ Capital).
Note 13. Fair Value
The carrying amount of rents and other receivables, restricted cash, escrow deposits, prepaid expenses and other assets, and accounts payable and accrued expenses generally approximate fair value because of the short maturity of these amounts.
Our notes receivable are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the notes receivable by modeling the expected contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As the estimated current market rates were not substantially different from the discount rates originally applied, the carrying amount of notes receivable, net approximates fair value.
Our asset-backed securitizations and revolving credit facility are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the asset-backed securitizations by modeling the contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As our revolving credit facility bears interest at a floating rate based on an index plus a spread (see Note 8. Debt), management believes that the carrying value (excluding deferred financing costs) of the revolving credit facility reasonably approximates fair value. Our unsecured senior notes are financial instruments classified as Level 2 in the fair value hierarchy as their fair values were estimated using observable inputs based on the market value of the last trade at the end of the period.
26
The following table displays the carrying values and fair values of our debt instruments as of March 31, 2024 and December 31, 2023 (amounts in thousands):
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| AMH 2014-SFR2 securitization | $ | $ | $ | $ | |||||||||||||||||||
| AMH 2014-SFR3 securitization | |||||||||||||||||||||||
| AMH 2015-SFR1 securitization | |||||||||||||||||||||||
| AMH 2015-SFR2 securitization | |||||||||||||||||||||||
| Total asset-backed securitizations | |||||||||||||||||||||||
| 2028 unsecured senior notes, net | |||||||||||||||||||||||
| 2029 unsecured senior notes, net | |||||||||||||||||||||||
| 2031 unsecured senior notes, net | |||||||||||||||||||||||
| 2032 unsecured senior notes, net | |||||||||||||||||||||||
| 2034 unsecured senior notes, net | |||||||||||||||||||||||
| 2051 unsecured senior notes, net | |||||||||||||||||||||||
| 2052 unsecured senior notes, net | |||||||||||||||||||||||
| Total unsecured senior notes, net | |||||||||||||||||||||||
| Revolving credit facility | |||||||||||||||||||||||
| Total debt | $ | $ | $ | $ | |||||||||||||||||||
Note 14. Related Party Transactions
As of both March 31, 2024 and December 31, 2023, affiliates owned approximately 12.5 635,075 50,622,165 23.2 % and 23.3 % interest as of March 31, 2024 and December 31, 2023, respectively.
As of December 31, 2023, the Operating Partnership had a receivable from affiliates of $25.7 million related to the asset-backed securitization certificates held by AMH, which was included in amounts due from affiliates on the Operating Partnership’s condensed consolidated balance sheets. During the three months ended March 31, 2024, the Operating Partnership paid off the outstanding principal on the AMH 2014-SFR2 securitization which resulted in the settlement of the receivable from affiliates. See Note 8. Debt.
See Note 7. Investments in Unconsolidated Joint Ventures for a description of related party transactions between the Company and its unconsolidated joint ventures.
Note 15. Commitments and Contingencies
As of March 31, 2024, the Company had commitments to acquire 9 single-family properties through our National Builder Program for an aggregate purchase price of $2.1 million, as well as $66.0 million in purchase commitments for land relating to our AMH Development Program, which includes certain land deals expected to close beyond twelve months when development is ready to commence. Purchase commitments exclude option contracts where we have acquired the right to purchase land for our AMH Development Program or single-family properties because the contracts do not contain provisions requiring our specific performance.
As of March 31, 2024, the Company had sales in escrow for approximately 192 of our single-family properties and 168 of our land lots for an aggregate selling price of $76.1 million.
As of March 31, 2024, the Company, as a condition for entering into some of its development contracts, had outstanding surety bonds of approximately $220.4 million.
Legal Matters
During the third quarter of 2020, we received a notice from the Georgia Attorney General’s Office (the “Georgia AG”) seeking certain information relevant to an investigation they are conducting about our customary landlord-tenant matters. We have been cooperating with the Georgia AG and have been discussing a possible negotiated resolution with the Georgia AG.
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.
27
Note 16. Subsequent Events
Subsequent Acquisitions
From April 1, 2024 through April 26, 2024, the Company added 221 newly constructed properties to its portfolio through its AMH Development Program for a total cost of approximately $84.8 million.
Subsequent Dispositions
From April 1, 2024 through April 26, 2024, the Company disposed of 145 properties for aggregate net proceeds of approximately $45.7 million.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.
Overview
We are a Maryland REIT focused on acquiring, developing, renovating, leasing and managing 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 and we have elected to be taxed as a REIT.
As of March 31, 2024, we owned 59,343 single-family properties in select submarkets of metropolitan statistical areas (“MSAs”) in 21 states, including 728 properties held for sale, compared to 59,332 single-family properties in 21 states, including 862 properties held for sale, as of December 31, 2023 and 58,639 single-family properties in 21 states, including 903 properties held for sale, as of March 31, 2023. As of March 31, 2024, 56,362 of our total properties (excluding properties held for sale) were occupied, compared to 55,768 of our total properties (excluding properties held for sale) as of December 31, 2023 and 56,049 of our total properties (excluding properties held for sale) as of March 31, 2023. Also, as of March 31, 2024, the Company had an additional 3,004 properties held in unconsolidated joint ventures, compared to 2,978 properties held in unconsolidated joint ventures as of December 31, 2023 and 2,688 properties held in unconsolidated joint ventures as of March 31, 2023. Our portfolio of single-family properties, including those held in our unconsolidated joint ventures, is internally managed through our proprietary property management platform.
Key Single-Family Property and Leasing Metrics
The following table summarizes certain key single-family properties metrics as of March 31, 2024:
Total Single-Family Properties (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Market | Number of Single-Family Properties | % of Total Single-Family Properties | Gross Book Value (millions) | % of Gross Book Value Total | Avg. Gross Book Value per Property | Avg. Sq. Ft. | Avg. Property Age (years) | Avg. Year Purchased or Delivered | ||||||||||||||||||||||||||||||||||||||||||
| Atlanta, GA | 5,884 | 10.0 | % | $ | 1,328.8 | 10.2 | % | $ | 225,826 | 2,176 | 17.4 | 2016 | ||||||||||||||||||||||||||||||||||||||
| Charlotte, NC | 4,115 | 7.0 | % | 912.6 | 7.0 | % | 221,776 | 2,112 | 17.8 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Dallas-Fort Worth, TX | 4,016 | 6.9 | % | 706.1 | 5.4 | % | 175,820 | 2,095 | 19.7 | 2014 | ||||||||||||||||||||||||||||||||||||||||
| Phoenix, AZ | 3,351 | 5.7 | % | 720.3 | 5.5 | % | 214,956 | 1,841 | 19.4 | 2016 | ||||||||||||||||||||||||||||||||||||||||
| Nashville, TN | 3,334 | 5.7 | % | 832.8 | 6.4 | % | 249,780 | 2,119 | 16.2 | 2016 | ||||||||||||||||||||||||||||||||||||||||
| Jacksonville, FL | 3,138 | 5.4 | % | 690.9 | 5.3 | % | 220,172 | 1,927 | 14.4 | 2016 | ||||||||||||||||||||||||||||||||||||||||
| Tampa, FL | 2,913 | 5.0 | % | 681.9 | 5.2 | % | 234,098 | 1,947 | 15.2 | 2016 | ||||||||||||||||||||||||||||||||||||||||
| Indianapolis, IN | 2,840 | 4.8 | % | 495.0 | 3.8 | % | 174,289 | 1,927 | 21.1 | 2014 | ||||||||||||||||||||||||||||||||||||||||
| Houston, TX | 2,376 | 4.1 | % | 424.1 | 3.3 | % | 178,485 | 2,083 | 18.3 | 2014 | ||||||||||||||||||||||||||||||||||||||||
| Las Vegas, NV | 2,271 | 3.9 | % | 661.1 | 5.1 | % | 291,088 | 1,946 | 11.3 | 2017 | ||||||||||||||||||||||||||||||||||||||||
| Raleigh, NC | 2,193 | 3.7 | % | 438.4 | 3.4 | % | 199,917 | 1,888 | 17.8 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Columbus, OH | 2,151 | 3.7 | % | 422.3 | 3.2 | % | 196,305 | 1,881 | 21.3 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Cincinnati, OH | 2,122 | 3.6 | % | 419.0 | 3.2 | % | 197,469 | 1,843 | 21.2 | 2014 | ||||||||||||||||||||||||||||||||||||||||
| Orlando, FL | 2,015 | 3.4 | % | 448.1 | 3.4 | % | 222,387 | 1,912 | 18.1 | 2016 | ||||||||||||||||||||||||||||||||||||||||
| Salt Lake City, UT | 1,902 | 3.2 | % | 581.2 | 4.5 | % | 305,553 | 2,245 | 17.4 | 2016 | ||||||||||||||||||||||||||||||||||||||||
| Charleston, SC | 1,554 | 2.7 | % | 360.0 | 2.8 | % | 231,643 | 1,964 | 13.0 | 2017 | ||||||||||||||||||||||||||||||||||||||||
| Greater Chicago area, IL and IN | 1,535 | 2.6 | % | 293.9 | 2.3 | % | 191,497 | 1,865 | 22.6 | 2013 | ||||||||||||||||||||||||||||||||||||||||
| San Antonio, TX | 1,243 | 2.1 | % | 246.2 | 1.9 | % | 198,093 | 1,918 | 15.1 | 2015 | ||||||||||||||||||||||||||||||||||||||||
| Savannah/Hilton Head, SC | 1,050 | 1.8 | % | 222.3 | 1.7 | % | 211,689 | 1,888 | 15.4 | 2016 | ||||||||||||||||||||||||||||||||||||||||
Seattle, WA (2) | 1,034 | 1.8 | % | 344.7 | 2.6 | % | 333,388 | 2,009 | 13.9 | 2017 | ||||||||||||||||||||||||||||||||||||||||
All Other (3) | 7,578 | 12.9 | % | 1,794.2 | 13.8 | % | 236,764 | 1,915 | 17.9 | 2016 | ||||||||||||||||||||||||||||||||||||||||
| Total/Average | 58,615 | 100.0 | % | $ | 13,023.9 | 100.0 | % | $ | 222,194 | 1,993 | 17.6 | 2015 | ||||||||||||||||||||||||||||||||||||||
(1)Excludes 728 single-family properties held for sale as of March 31, 2024.
(2)Reflects 139 properties reclassed from the Seattle, WA market to the Portland, OR market which is presented in the All Other grouping.
(3)Represents 15 markets in 13 states.
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The following table summarizes certain key leasing metrics as of March 31, 2024:
Total Single-Family Properties (1) | ||||||||||||||||||||||||||||||||
| Market | Avg. Occupied Days Percentage (2) | Avg. Monthly Realized Rent per Property (3) | Avg. Original Lease Term (months) (4) | Avg. Remaining Lease Term (months) (4) | Avg. Blended Change in Rent (5) | |||||||||||||||||||||||||||
| Atlanta, GA | 94.8 | % | $ | 2,182 | 12.0 | 6.0 | 5.5 | % | ||||||||||||||||||||||||
| Charlotte, NC | 95.5 | % | 2,105 | 12.0 | 6.3 | 6.2 | % | |||||||||||||||||||||||||
| Dallas-Fort Worth, TX | 94.7 | % | 2,218 | 12.1 | 6.1 | 6.4 | % | |||||||||||||||||||||||||
| Phoenix, AZ | 94.3 | % | 2,081 | 12.0 | 6.5 | 5.1 | % | |||||||||||||||||||||||||
| Nashville, TN | 95.3 | % | 2,276 | 12.0 | 5.9 | 5.6 | % | |||||||||||||||||||||||||
| Jacksonville, FL | 94.2 | % | 2,115 | 12.0 | 6.2 | 5.4 | % | |||||||||||||||||||||||||
| Tampa, FL | 94.2 | % | 2,337 | 12.0 | 6.4 | 6.7 | % | |||||||||||||||||||||||||
| Indianapolis, IN | 97.8 | % | 1,809 | 12.1 | 5.8 | 5.9 | % | |||||||||||||||||||||||||
| Houston, TX | 96.6 | % | 1,989 | 12.0 | 6.4 | 5.3 | % | |||||||||||||||||||||||||
| Las Vegas, NV | 92.7 | % | 2,222 | 12.0 | 6.1 | 4.0 | % | |||||||||||||||||||||||||
| Raleigh, NC | 95.5 | % | 1,973 | 12.0 | 5.9 | 5.9 | % | |||||||||||||||||||||||||
| Columbus, OH | 96.6 | % | 2,110 | 12.0 | 6.1 | 6.0 | % | |||||||||||||||||||||||||
| Cincinnati, OH | 97.3 | % | 2,059 | 12.0 | 6.0 | 5.3 | % | |||||||||||||||||||||||||
| Orlando, FL | 95.5 | % | 2,279 | 12.0 | 5.9 | 7.1 | % | |||||||||||||||||||||||||
| Salt Lake City, UT | 96.7 | % | 2,380 | 12.0 | 5.7 | 3.8 | % | |||||||||||||||||||||||||
| Charleston, SC | 93.8 | % | 2,230 | 12.0 | 6.1 | 5.8 | % | |||||||||||||||||||||||||
| Greater Chicago area, IL and IN | 97.7 | % | 2,349 | 12.0 | 5.9 | 6.0 | % | |||||||||||||||||||||||||
| San Antonio, TX | 93.4 | % | 1,926 | 12.0 | 5.6 | 2.9 | % | |||||||||||||||||||||||||
| Savannah/Hilton Head, SC | 96.5 | % | 2,137 | 12.0 | 6.5 | 8.5 | % | |||||||||||||||||||||||||
Seattle, WA (6) | 94.6 | % | 2,362 | 11.6 | 5.8 | 6.2 | % | |||||||||||||||||||||||||
All Other (7) | 95.0 | % | 2,185 | 12.0 | 6.0 | 5.3 | % | |||||||||||||||||||||||||
| Total/Average | 95.3 | % | $ | 2,156 | 12.0 | 6.1 | 5.7 | % | ||||||||||||||||||||||||
(1)Excludes 728 single-family properties held for sale as of March 31, 2024.
(2)For the three months ended March 31, 2024, Average Occupied Days Percentage represents the number of days a property is occupied in the period divided by the total number of days the property is owned during the same period after initially being placed in-service.
(3)For the three months ended March 31, 2024, 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, 2024, compared to the annual rent of the previously expired non-month-to-month comparable long-term lease for each property.
(6)Reflects 139 properties reclassed from the Seattle, WA market to the Portland, OR market which is presented in the All Other grouping.
(7)Represents 15 markets in 13 states.
We believe these key single-family property and leasing metrics provide useful information to investors because they allow investors to understand the composition and performance of our properties on a market by market basis. Management also uses these metrics to understand the composition and performance of our properties at the market level.
Factors That Affect Our Results of Operations and Financial Condition
Our results of operations and financial condition are affected by numerous factors, many of which are beyond our control. Key factors that impact our results of operations and financial condition include the pace at which we identify and acquire suitable land and properties, the time and cost required to renovate the acquired properties, the pace and cost of our property developments, the time to lease newly acquired or developed properties at acceptable rental rates, occupancy levels, rates of tenant turnover, the length of vacancy in properties between tenant leases, our expense ratios, property taxes including changes in rates and valuation assessments of our properties, our ability to raise capital and our capital structure. Additionally, further supply chain disruptions, inflationary increases in labor and material costs and labor shortages may have the potential to impact certain aspects of our business, including our AMH Development Program, our renovation program associated with acquired properties and our maintenance program.
Property Acquisitions, Development and Dispositions
Since our formation, we have rapidly but systematically grown our portfolio of single-family properties. Our ability to identify and acquire homes that meet our investment criteria is impacted by home prices in our target markets, the inventory of properties available-for-sale through traditional acquisition channels, competition for our target assets and our available capital. We are also focused on developing “built-for-rental” homes through our internal AMH Development Program. In addition, we acquire newly
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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. We have strategically scaled back acquisitions of single-family properties through our National Builder Program and traditional acquisition channel as the housing market adjusts to the current macroeconomic environment. We anticipate beginning to grow in these acquisition channels when the housing and capital markets stabilize. During the three months ended March 31, 2024, we developed or acquired 482 homes, including 441 newly constructed homes delivered to our operating portfolio through our AMH Development Program, 22 newly constructed homes to be disposed and 19 homes acquired through our National Builder Program, partially offset by 471 homes sold to third parties. During the three months ended March 31, 2024, we also developed an additional 28 newly constructed homes which were delivered to our unconsolidated joint ventures, aggregating to 469 total program deliveries through our AMH Development Program.
Our properties and land held for sale were identified based on submarket analysis, as well as individual asset-level review. As of March 31, 2024 and December 31, 2023, there were 728 and 862 properties, respectively, as well as certain land lots classified as held for sale. We will continue to evaluate our properties and land for potential disposition going forward as a normal course of business.
Property Operations
Homes added to our portfolio through new construction channels include properties developed through our internal AMH Development Program and newly constructed properties acquired from third-party developers through our National Builder Program. Rental homes developed through our AMH Development Program involve substantial up-front costs, time to acquire and develop land, time to build the rental home, and time to lease the rental home before the home generates income. This process is dependent upon the nature of each lot acquired and the timeline varies primarily due to land development requirements. Once land development requirements have been met, historically it has taken approximately four to six months to complete the rental home vertical construction process. However, delivery of homes may be staggered to facilitate leasing absorption. Our internal construction program is managed by our team of development professionals that oversee the full rental home construction process including all land development and work performed by subcontractors. We typically incur costs between $250,000 and $450,000 to acquire and develop land and build a rental home. Homes added through our AMH Development Program are available for lease immediately upon or shortly after receipt of a certificate of occupancy. Rental homes acquired from third-party developers through our National Builder Program are dependent on the inventory of newly constructed homes and homes currently under construction.
Homes added to our portfolio through traditional acquisition channels require expenditures in addition to payment of the purchase price, including property inspections, closing costs, liens, title insurance, transfer taxes, recording fees, broker commissions, property taxes and homeowner association (“HOA”) fees, when applicable. In addition, we typically incur costs between $20,000 and $40,000 to renovate a home acquired through traditional acquisition channels to prepare it for rental. Renovation work varies, but may include paint, flooring, cabinetry, appliances, plumbing hardware and other items required to prepare the home for rental. The time and cost involved to prepare our homes for rental can impact our financial performance and varies among properties based on several factors, including the source of acquisition channel and age and condition of the property. Historically, it has taken approximately 20 to 90 days to complete the renovation process, which will fluctuate based on our overall acquisition volume as well as availability of construction labor and materials.
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. Typically, it takes approximately 10 to 50 days to lease a property after acquiring or developing a new property through our new construction channels and 20 to 40 days 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. Typically, it takes approximately 20 to 50 days to complete the turnover process.
Revenues
Our revenues are derived primarily from rents collected from tenants for our single-family properties under lease agreements which typically have a term of one year. Our rental rates and occupancy levels are affected by macroeconomic factors and local and property-level factors, including market conditions, seasonality and tenant defaults, and the amount of time it takes to turn properties when tenants vacate. Additionally, our ability to collect revenues and related operating results are impacted by the credit worthiness and quality of our tenants. Typically, our incoming residents have household incomes ranging from $80,000 to $140,000 and primarily consist of families with approximately two adults and one or more children.
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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 5.9% for the three months ended March 31, 2024, and we experienced turnover rates, which represents the number of tenant move-outs during the period divided by the total number of properties, of 6.6% and 6.4% during the three months ended March 31, 2024 and 2023, respectively.
Expenses
We monitor the following categories of expenses that we believe most significantly affect our results of operations.
Property Operating Expenses
Once a property is available for lease for the first time, which we refer to as “rent-ready,” we incur ongoing property-related expenses which may not be subject to our control. These include primarily property taxes, repairs and maintenance (“R&M”), turnover costs, HOA fees (when applicable) and insurance.
Property Management Expenses
As we internally manage our portfolio of single-family properties through our proprietary property management platform, we incur costs such as salary expenses for property management personnel, lease expenses and operating costs for property management offices and technology expenses for maintaining as well as enhancing our property management platform. As part of developing our property management platform, we continue to make significant investments in our personnel, infrastructure, systems and technology that will impact expenses based on investment programs during the year. 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. Historically, we have experienced 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. In addition, we continue to make corporate level investments to support certain initiatives which will impact expenses based on given investment programs during the year. Also included in general and administrative expense is noncash share-based compensation expense related to corporate administrative employees.
Results of Operations
Net income totaled $128.1 million for the three months ended March 31, 2024, compared to $137.7 million for the three months ended March 31, 2023. The decrease was primarily due to lower net gains on property sales, partially offset by higher rental rates.
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 experienced 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
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an adequate period of time to allow for complete on-boarding to our operating platform, and (2) a substantial portion of the properties have experienced tenant turnover at least once under our ownership, providing the opportunity for renovations and improvements to meet our property standards. After such time has passed, properties acquired through a bulk purchase are then evaluated on an individual property basis under our standard stabilization criteria. All other properties, including those classified as held for sale or taken out of service as a result of a casualty loss, are classified as Non-Same-Home and Other.
One of the primary financial measures we use in evaluating the operating performance of our single-family properties is Core Net Operating Income (“Core NOI”), which we also present separately for our Same-Home portfolio. Core NOI is a supplemental non-GAAP financial measure that we define as core revenues, which is calculated as rents and other single-family property revenues, excluding expenses reimbursed by tenant charge-backs, less core property operating expenses, which is calculated as property operating and property management expenses, excluding noncash share-based compensation expense and expenses reimbursed by tenant charge-backs.
Core NOI also excludes (1) gain or loss on early extinguishment of debt, (2) hurricane-related charges, net, which result in material charges to our single-family property portfolio, (3) gains and losses from sales or impairments of single-family properties and other, (4) depreciation and amortization, (5) acquisition and other transaction costs incurred with business combinations and the acquisition or disposition of properties as well as nonrecurring items unrelated to ongoing operations, (6) noncash share-based compensation expense, (7) interest expense, (8) general and administrative expense, and (9) other income and expense, net. We believe Core NOI provides useful information to investors about the operating performance of our single-family properties without the impact of certain operating expenses that are reimbursed through tenant charge-backs.
Core NOI and Same-Home Core NOI should be considered only as supplements to net income or loss as a measure of our performance and should not be used as measures of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions. Additionally, these metrics should not be used as substitutes for net income or loss or net cash flows from operating activities (as computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”)).
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Comparison of the Three Months Ended March 31, 2024 to the Three Months Ended March 31, 2023
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, 2024 and 2023 (amounts in thousands):
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Core revenues and Same-Home core revenues | |||||||||||||||||||||||
| Rents and other single-family property revenues | $ | 423,555 | $ | 397,703 | |||||||||||||||||||
| Tenant charge-backs | (57,337) | (55,395) | |||||||||||||||||||||
| Core revenues | 366,218 | 342,308 | |||||||||||||||||||||
| Less: Non-Same-Home core revenues | (32,119) | (24,903) | |||||||||||||||||||||
| Same-Home core revenues | $ | 334,099 | $ | 317,405 | |||||||||||||||||||
| Core property operating expenses and Same-Home core property operating expenses | |||||||||||||||||||||||
| Property operating expenses | $ | 155,927 | $ | 147,068 | |||||||||||||||||||
| Property management expenses | 31,402 | 30,800 | |||||||||||||||||||||
| Noncash share-based compensation - property management | (1,444) | (1,066) | |||||||||||||||||||||
| Expenses reimbursed by tenant charge-backs | (57,337) | (55,395) | |||||||||||||||||||||
| Core property operating expenses | 128,548 | 121,407 | |||||||||||||||||||||
| Less: Non-Same-Home core property operating expenses | (13,793) | (13,016) | |||||||||||||||||||||
| Same-Home core property operating expenses | $ | 114,755 | $ | 108,391 | |||||||||||||||||||
| Core NOI and Same-Home Core NOI | |||||||||||||||||||||||
| Net income | $ | 128,095 | $ | 137,699 | |||||||||||||||||||
| Loss on early extinguishment of debt | 954 | — | |||||||||||||||||||||
| Gain on sale and impairment of single-family properties and other, net | (68,901) | (84,659) | |||||||||||||||||||||
| Depreciation and amortization | 115,726 | 112,717 | |||||||||||||||||||||
| Acquisition and other transaction costs | 3,324 | 5,076 | |||||||||||||||||||||
| Noncash share-based compensation - property management | 1,444 | 1,066 | |||||||||||||||||||||
| Interest expense | 38,577 | 35,882 | |||||||||||||||||||||
| General and administrative expense | 21,885 | 17,855 | |||||||||||||||||||||
| Other income and expense, net | (3,434) | (4,735) | |||||||||||||||||||||
| Core NOI | 237,670 | 220,901 | |||||||||||||||||||||
| Less: Non-Same-Home Core NOI | (18,326) | (11,887) | |||||||||||||||||||||
| Same-Home Core NOI | $ | 219,344 | $ | 209,014 | |||||||||||||||||||
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The following tables present 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, 2024 and 2023 (amounts in thousands):
| For the Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||
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 | $ | 330,000 | $ | 32,049 | $ | 362,049 | |||||||||||||||||||||||||||||
| Fees from single-family properties | 7,214 | 787 | 8,001 | ||||||||||||||||||||||||||||||||
| Bad debt | (3,115) | (717) | (3,832) | ||||||||||||||||||||||||||||||||
| Core revenues | 334,099 | 32,119 | 366,218 | ||||||||||||||||||||||||||||||||
| Property tax expense | 58,417 | 17.5 | % | 6,171 | 19.2 | % | 64,588 | 17.6 | % | ||||||||||||||||||||||||||
HOA fees, net (2) | 5,781 | 1.7 | % | 533 | 1.7 | % | 6,314 | 1.7 | % | ||||||||||||||||||||||||||
R&M and turnover costs, net (2) | 21,858 | 6.5 | % | 2,988 | 9.3 | % | 24,846 | 6.8 | % | ||||||||||||||||||||||||||
| Insurance | 4,265 | 1.3 | % | 512 | 1.6 | % | 4,777 | 1.3 | % | ||||||||||||||||||||||||||
Property management expenses, net (3) | 24,434 | 7.3 | % | 3,589 | 11.1 | % | 28,023 | 7.7 | % | ||||||||||||||||||||||||||
| Core property operating expenses | 114,755 | 34.3 | % | 13,793 | 42.9 | % | 128,548 | 35.1 | % | ||||||||||||||||||||||||||
| Core NOI | $ | 219,344 | 65.7 | % | $ | 18,326 | 57.1 | % | $ | 237,670 | 64.9 | % | |||||||||||||||||||||||
| For the Three Months Ended March 31, 2023 | |||||||||||||||||||||||||||||||||||
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 | $ | 314,786 | $ | 25,428 | $ | 340,214 | |||||||||||||||||||||||||||||
| Fees from single-family properties | 6,671 | 769 | 7,440 | ||||||||||||||||||||||||||||||||
| Bad debt | (4,052) | (1,294) | (5,346) | ||||||||||||||||||||||||||||||||
| Core revenues | 317,405 | 24,903 | 342,308 | ||||||||||||||||||||||||||||||||
| Property tax expense | 54,221 | 17.1 | % | 5,664 | 22.7 | % | 59,885 | 17.6 | % | ||||||||||||||||||||||||||
HOA fees, net (2) | 5,476 | 1.7 | % | 505 | 2.0 | % | 5,981 | 1.7 | % | ||||||||||||||||||||||||||
R&M and turnover costs, net (2) | 20,456 | 6.4 | % | 3,160 | 12.7 | % | 23,616 | 6.9 | % | ||||||||||||||||||||||||||
| Insurance | 3,589 | 1.1 | % | 342 | 1.4 | % | 3,931 | 1.1 | % | ||||||||||||||||||||||||||
Property management expenses, net (3) | 24,649 | 7.8 | % | 3,345 | 13.5 | % | 27,994 | 8.2 | % | ||||||||||||||||||||||||||
| Core property operating expenses | 108,391 | 34.1 | % | 13,016 | 52.3 | % | 121,407 | 35.5 | % | ||||||||||||||||||||||||||
| Core NOI | $ | 209,014 | 65.9 | % | $ | 11,887 | 47.7 | % | $ | 220,901 | 64.5 | % | |||||||||||||||||||||||
(1)Includes 53,250 properties that have been stabilized longer than 90 days prior to January 1, 2023.
(2)Presented net of tenant charge-backs.
(3)Presented net of tenant charge-backs and excludes noncash share-based compensation expense related to centralized and field property management employees.
Rents and Other Single-Family Property Revenues
Rents and other single-family property revenues increased 6.5% to $423.6 million for the three months ended March 31, 2024 from $397.7 million for the three months ended March 31, 2023. Revenue growth was primarily driven by higher rental rates.
Property Operating Expenses
Property operating expenses increased 6.0% to $155.9 million for the three months ended March 31, 2024 from $147.1 million for the three months ended March 31, 2023. This increase was primarily attributable to increased property tax expense from anticipated 2024 property tax assessments and inflationary increases in R&M and turnover costs and insurance costs.
Property Management Expenses
Property management expenses for the three months ended March 31, 2024 and 2023 were $31.4 million and $30.8 million, respectively, which included $1.4 million and $1.1 million, respectively, of noncash share-based compensation expense in each period
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related to centralized and field property management employees. The increase in property management expenses was primarily attributable to an increase in noncash share-based compensation expense and other inflationary increases.
Core Revenues from Same-Home Properties
Core revenues from Same-Home properties increased 5.3% to $334.1 million for the three months ended March 31, 2024 from $317.4 million for the three months ended March 31, 2023. This increase was primarily attributable to higher Average Monthly Realized Rent per property, which increased 5.9% to $2,147 per month for the three months ended March 31, 2024 compared to $2,027 per month for the three months ended March 31, 2023, partially offset by a decrease in Average Occupied Days Percentage, which was 96.2% for the three months ended March 31, 2024 compared to 97.2% for the three months ended March 31, 2023.
Core Property Operating Expenses from Same-Home Properties
Core property operating expenses from Same-Home properties consist of direct property operating expenses, net of tenant charge-backs, and property management costs, net of tenant charge-backs, and excludes noncash share-based compensation expense. Core property operating expenses from Same-Home properties increased 5.9% to $114.8 million for the three months ended March 31, 2024 from $108.4 million for the three months ended March 31, 2023 primarily driven by increased property tax expense from anticipated 2024 property tax assessments and inflationary increases in R&M and turnover costs, net and insurance costs.
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, 2024 and 2023 was $21.9 million and $17.9 million, respectively, which included $6.8 million and $3.7 million, respectively, of noncash share-based compensation expense in each period related to corporate administrative employees. The increase in general and administrative expense was primarily related to an increase in noncash share-based compensation expense as well as an increase in personnel related expenses.
Interest Expense
Interest expense increased 7.5% to $38.6 million for the three months ended March 31, 2024 from $35.9 million for the three months ended March 31, 2023. The increase was primarily due to additional interest from the issuance of the 2034 Notes (defined below), partially offset by lower interest expense resulting from the payoff of the AMH 2014-SFR2 securitization in February 2024 and additional capitalized interest from development activities under our AMH Development Program during the three months ended March 31, 2024.
Acquisition and Other Transaction Costs
Acquisition and other transaction costs consist primarily of personnel and platform costs associated with purchases of single-family properties, including newly constructed properties from third-party builders, or the disposal of certain properties or portfolios of properties which do not qualify for capitalization. Acquisition and other transaction costs for the three months ended March 31, 2024 and 2023 were $3.3 million and $5.1 million, respectively, which included $1.6 million and $1.0 million, respectively, of noncash share-based compensation expense related to employees in these functions. The decrease in acquisition and other transaction costs was primarily due to a decrease in personnel costs as a result of fewer planned transactions through our traditional acquisition channel during the three months ended March 31, 2024.
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 2.7% to $115.7 million for the three months ended March 31, 2024 from $112.7 million for the three months ended March 31, 2023 primarily due to growth in the average number and cost of depreciable properties as well as ongoing capital investments into existing properties.
Gain on Sale and Impairment of Single-Family Properties and Other, net
Gain on sale and impairment of single-family properties and other, net for the three months ended March 31, 2024 and 2023 was $68.9 million and $84.7 million, respectively, which included $0.9 million and $0.4 million, respectively, of impairment charges related to
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homes classified as held for sale during each period. The decrease was primarily related to lower net gains on property sales resulting from fewer properties sold.
Loss on Early Extinguishment of Debt
Loss on early extinguishment of debt for the three months ended March 31, 2024 was $1.0 million as a result of the payoff of the AMH 2014-SFR2 securitization in February 2024, compared to zero for the three months ended March 31, 2023.
Other Income and Expense, net
Other income and expense, net for the three months ended March 31, 2024 and 2023 was $3.4 million and $4.7 million, respectively, which primarily related to interest income, fees from unconsolidated joint ventures and equity in income (losses) from unconsolidated joint ventures, partially offset by expenses related to unconsolidated joint ventures and other nonrecurring expenses.
Critical Accounting Estimates
Our critical accounting estimates are included in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2023 Annual Report. There have been no material changes to these estimates during the three months ended March 31, 2024.
Recent Accounting Pronouncements
See Note 2. Significant Accounting Policies to our condensed consolidated financial statements in this report for a discussion of the adoption and potential impact of recently issued accounting standards, if any.
Liquidity and Capital Resources
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 AMH, 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.
Sources of Capital
We expect to satisfy our cash requirements through cash provided by operations, long-term secured and unsecured borrowings, issuances of debt and equity securities (including OP units), property dispositions and joint venture transactions. We expect to meet our operating liquidity requirements and our dividend distributions generally through cash on hand and cash provided by operations. For our acquisition and development expenditures, we expect to supplement these sources through the issuance of equity securities, including under our 2023 At-the-Market Program described below, borrowings under our credit facility, issuances of unsecured senior notes, and proceeds from sales of single-family properties. 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.
Our liquidity and capital resources as of March 31, 2024 included cash and cash equivalents of $124.8 million. Additionally, as of March 31, 2024, we had no outstanding borrowings and $2.7 million committed to outstanding letters of credit under our $1.25 billion revolving credit facility, leaving $1.25 billion of remaining borrowing capacity. During the three months ended March 31, 2024, the Company issued $600.0 million of 5.500% unsecured senior notes due 2034 (the “2034 Notes”), raising net proceeds of $595.5 million, and issued additional shares under its 2023 At-the-Market Program, raising $33.7 million in gross proceeds with $864.3 million remaining available for future share issuances as of March 31, 2024. As of March 31, 2024, the Company also had estimated net proceeds of $108.6 million available from future settlement of the March 2024 Forward Sale Agreement under its 2023 At-the-Market Program (described below). We maintain an investment grade credit rating which provides for greater availability of and lower cost of debt financing.
Uses of Capital
Our expected material cash requirements over the next twelve months consist of (i) contractually obligated expenditures, including payments of principal and interest, (ii) other essential expenditures, including property operating expenses, HOA fees (as applicable), real estate taxes, maintenance capital expenditures, general and administrative expenses and dividends on our equity securities
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including those paid in accordance with REIT distribution requirements, and (iii) opportunistic expenditures, including to pay for the acquisition, development and renovation of our properties and repurchases of our securities.
With respect to our contractually obligated expenditures, our cash requirements within the next twelve months include accounts payable and accrued expenses, interest payments on debt obligations, principal amortization on our asset-backed securitizations, the repayment of our AMH 2014-SFR3 asset-backed securitization, operating lease obligations and purchase commitments to acquire single-family properties and land for our AMH Development Program. During the three months ended March 31, 2024, the Company repaid all amounts due under the AMH 2014-SFR2 securitization. Except as described in Note 8. Debt, Note 9. Accounts Payable and Accrued Expenses, Note 15. Commitments and Contingencies and Note 16. Subsequent Events to our condensed consolidated financial statements in this report, there have been no other material changes outside the ordinary course of business to our other known contractual obligations described in “Liquidity and Capital Resources” in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2023 Annual Report.
Cash Flows
The following table summarizes the Company’s and the Operating Partnership’s cash flows for the three months ended March 31, 2024 and 2023 (amounts in thousands):
| For the Three Months Ended March 31, | |||||||||||||||||
| 2024 | 2023 | Change | |||||||||||||||
| Net cash provided by operating activities | $ | 201,780 | $ | 200,467 | $ | 1,313 | |||||||||||
| Net cash used for investing activities | (68,146) | (72,912) | 4,766 | ||||||||||||||
| Net cash (used for) provided by financing activities | (72,204) | 63,300 | (135,504) | ||||||||||||||
| Net increase in cash, cash equivalents and restricted cash | $ | 61,430 | $ | 190,855 | $ | (129,425) | |||||||||||
Operating Activities
Our cash flows provided by operating activities, which is our principal source of cash flows, depend on numerous factors, including the occupancy level of our properties, the rental rates achieved on our leases, the collection of rent from our tenants and the level of property operating expenses, property management expenses and general and administrative expenses. Net cash provided by operating activities increased $1.3 million, or 0.7%, from $200.5 million for the three months ended March 31, 2023 to $201.8 million for the three months ended March 31, 2024 as a result of increased cash inflows generated from higher rental rates, partially offset by higher cash outflows for property related expenses as a result of inflationary increases as well as changes in working capital primarily related to the timing of payments for prepaid expenses and other assets.
Investing Activities
Our investing activities are most significantly impacted by the level of investment activity through traditional acquisition channels, the development of “built-for-rental” homes through our AMH Development Program and the acquisition of newly built properties through our National Builder Program. We use cash generated from operating and financing activities and by recycling capital through the sale of single-family properties to invest in the strategic expansion of our single-family property portfolio. We have strategically scaled back acquisitions of single-family properties through our National Builder Program and traditional acquisition channel as the housing market adjusts to the current macroeconomic environment. We anticipate beginning to grow in these acquisition channels when the housing and capital markets stabilize. The development of “built-for-rental” homes and our property-enhancing capital expenditures may reduce recurring and other capital expenditures on an average per-home basis in the future.
Net cash used for investing activities decreased $4.8 million, or 6.5%, from $72.9 million for the three months ended March 31, 2023 to $68.1 million for the three months ended March 31, 2024. Cash outflows for the addition of single-family properties to our portfolio, primarily for our AMH Development Program, decreased $7.3 million during the three months ended March 31, 2024 as a result of the timing of development-related payments and certain cash outflows to a land banking entity being recognized as a financing activity during the three months ended March 31, 2024. In addition, (i) we received $25.7 million in cash proceeds for our AMH 2014-SFR2 Class F asset-backed securitization certificates, (ii) cash outflows for recurring and other capital expenditures for single-family properties decreased $7.9 million and (iii) cash outflows for other investing activities decreased $6.3 million primarily due to a nonrecurring investment in a residential-focused proptech company during the three months ended March 31, 2023. These changes were partially offset by (i) a decrease of $28.4 million in net proceeds received from the sale of single-family properties and other as a result of a decreased volume of properties sold during the three months ended March 31, 2024, (ii) an $11.9 million net reduction in net cash inflows from unconsolidated joint ventures due to the timing of contributions and distributions to and from our unconsolidated joint ventures and (iii) a $2.1 million increase in cash outflows for renovations to single-family properties.
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Financing Activities
Net cash used for financing activities was $72.2 million for the three months ended March 31, 2024 compared to net cash provided by financing activities of $63.3 million for the three months ended March 31, 2023. This $135.5 million change in financing activities was primarily due to (i) a $459.4 million increase in payments on asset-backed securitization resulting from the payoff of the AMH 2014-SFR2 securitization during the three months ended March 31, 2024, (ii) a $265.2 million reduction in proceeds from the issuance of Class A common shares, net of offering costs, (iii) $24.2 million of payments to a land banking entity related to liabilities to repurchase consolidated land not owned for our AMH Development Program during the three months ended March 31, 2024 and (iv) an $18.2 million increase in distributions paid to common share and unit holders resulting from an 18% increase in distributions paid per common share and unit. These changes were partially offset by (i) a $594.1 million increase in proceeds from unsecured senior notes, net of discount and deferred financing costs paid, from the issuance of the 2034 Notes during the three months ended March 31, 2024 and (ii) a $40.0 million reduction in net cash outflows to pay down our revolving credit facility.
Early Extinguishment of Debt
During the first quarter of 2024, the Operating Partnership paid off the $460.6 million outstanding principal on the AMH 2014-SFR2 securitization, which resulted in $1.0 million of charges related to the write-off of unamortized deferred financing costs and related legal fees and included in loss on early extinguishment of debt within the condensed consolidated statements of operations. The payoff of the AMH 2014-SFR2 securitization also resulted in the release of the 4,516 homes pledged as collateral and $10.3 million of cash restricted for lender requirements. The Company received $25.7 million from the payoff for its investment in the AMH 2014-SFR2 Class F asset-backed securitization certificates that were issued by the Operating Partnership and acquired by the Company in 2014 as part of the AMH 2014-SFR2 securitization debt offering. The Class F certificates were recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership prior to the payoff.
Unsecured Senior Notes
During the first quarter of 2024, the Operating Partnership issued the 2034 Notes, which carry a green bond designation and were issued under the Company’s green finance framework. Interest on the 2034 Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2024. The Operating Partnership received aggregate net proceeds of $595.5 million from this offering, after underwriting fees of $3.9 million and a $0.6 million discount, and before offering costs of $1.3 million. Pending full allocation of an amount equal to the net proceeds to finance new or existing projects meeting the eligibility criteria described in the prospectus supplement related to the offering, the Operating Partnership used the net proceeds primarily to repay outstanding indebtedness, including the payoff of the AMH 2014-SFR2 securitization.
The 2034 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future unsecured and unsubordinated indebtedness. The indenture requires that we maintain certain financial covenants. The Operating Partnership may redeem the 2034 Notes in whole at any time or in part from time to time at the applicable redemption price specified in the indenture. If the 2034 Notes are redeemed on or after November 1, 2033 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2034 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
At-the-Market Common Share Offering Program
During the second quarter of 2023, the Company entered into a new at-the-market common share offering program, replacing the previously expiring program, under which it can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $1.0 billion (the “2023 At-the-Market Program”). The 2023 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 2023 At-the-Market Program (i) to repay indebtedness the Company has incurred or expects to incur under its revolving credit facility or other debt obligations under its securitizations, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with the Company’s business strategy and (iv) for working capital and general corporate purposes, including repurchases of the Company’s securities, acquisitions of additional properties, capital expenditures and the expansion, redevelopment and/or improvement of properties in the Company’s portfolio. The 2023 At-the-Market Program may be suspended or terminated by the Company at any time. During the three months ended March 31, 2024, the Company issued 932,746 Class A common shares under its 2023 At-the-Market Program, raising $33.7 million in gross proceeds before commissions and other expenses of approximately $0.5 million. As of March 31, 2024, 3,732,429 shares have been issued under the 2023 At-the-Market Program and $864.3 million remained available for future share issuances.
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During the first quarter of 2024, the Company entered into a forward sale agreement with the forward purchaser (the “March 2024 Forward Sale Agreement”), which is accounted for in equity, to offer 2,987,024 Class A common shares on a forward basis under its 2023 At-the-Market Program at the request of the Company by the forward seller. The Company expects to physically settle the March 2024 Forward Sale Agreement by the delivery of the Class A common shares and receive proceeds by February 28, 2025, although the Company has the right to elect settlement prior to that time subject to certain conditions. Although the Company expects to physically settle, the March 2024 Forward Sale Agreement allows the Company to cash or net-share settle all or a portion of its obligations. If the Company elects to cash or net share settle the March 2024 Forward Sale Agreement, the Company may not receive any proceeds, and may owe cash or Class A common shares to the forward purchaser in certain circumstances. The March 2024 Forward Sale Agreement is subject to early termination or settlement under certain circumstances. As of March 31, 2024, the Company has estimated net proceeds of approximately $108.6 million available from future settlement under the March 2024 Forward Sale Agreement, subject to adjustment in accordance with the forward sale transaction.
When the Company issues common shares, the Operating Partnership issues an equivalent number of units of partnership interest of a corresponding class to AMH, with the Operating Partnership receiving the net proceeds from the share issuances.
Share Repurchase Program
The Company’s board of trustees authorized the establishment of our share repurchase program for the repurchase of up to $300.0 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the three months ended March 31, 2024 and 2023, we did not repurchase and retire any of our Class A common shares or preferred shares. As of March 31, 2024, we had a remaining repurchase authorization of up to $265.1 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares under the program.
Distributions
As a REIT, we generally are required to distribute annually to our shareholders at least 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and any net capital gains) and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our REIT taxable income (determined without regard to the deduction for dividends paid and including any net capital gains). The Operating Partnership funds the payment of distributions. We historically used our net operating loss (“NOL”) for U.S. federal income tax purposes to reduce our REIT taxable income and have substantially utilized our NOL as of December 31, 2023.
During the three months ended March 31, 2024 and 2023, the Company distributed an aggregate $112.7 million and $94.6 million, respectively, to common shareholders, preferred shareholders and noncontrolling interests on a cash basis.
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 our single-family property portfolio, (4) gain or loss on early extinguishment of debt and (5) the allocation of income to our perpetual preferred shares in connection with their redemption.
Adjusted FFO attributable to common share and unit holders is a non-GAAP financial measure that we use as a supplemental measure of our performance. We compute this metric by adjusting Core FFO attributable to common share and unit holders for (1) Recurring Capital Expenditures that are necessary to help preserve the value and maintain functionality of our properties and (2) capitalized leasing costs incurred during the period. As a portion of our homes are recently developed, acquired and/or renovated, we estimate
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Recurring Capital Expenditures for our entire portfolio by multiplying (a) current period actual Recurring Capital Expenditures per Same-Home Property by (b) our total number of properties, excluding newly acquired non-stabilized properties and properties classified as held for sale.
We present FFO attributable to common share and unit holders because we consider this metric to be an important measure of the performance of real estate companies, as do many investors and analysts in evaluating the Company. We believe that FFO attributable to common share and unit holders provides useful information to investors because this metric excludes depreciation, which is included in computing net income and assumes the value of real estate diminishes predictably over time. We believe that real estate values fluctuate due to market conditions and in response to inflation. We also believe that Core FFO and Adjusted FFO attributable to common share and unit holders provide useful information to investors because they allow investors to compare our operating performance to prior reporting periods without the effect of certain items that, by nature, are not comparable from period to period.
FFO, Core FFO and Adjusted FFO attributable to common share and unit holders are not a substitute for net income or net cash provided by operating activities, each as determined in accordance with GAAP, as a measure of our operating performance, liquidity or ability to pay dividends. These metrics also are not necessarily indicative of cash available to fund future cash needs. Because other REITs may not compute these measures in the same manner, they may not be comparable among REITs.
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 months ended March 31, 2024 and 2023 (amounts in thousands):
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Net income attributable to common shareholders | $ | 109,289 | $ | 117,465 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Noncontrolling interests in the Operating Partnership | 15,320 | 16,748 | |||||||||||||||||||||
| Gain on sale and impairment of single-family properties and other, net | (68,901) | (84,659) | |||||||||||||||||||||
| Adjustments for unconsolidated joint ventures | 1,597 | 510 | |||||||||||||||||||||
| Depreciation and amortization | 115,726 | 112,717 | |||||||||||||||||||||
| Less: depreciation and amortization of non-real estate assets | (4,655) | (4,177) | |||||||||||||||||||||
FFO attributable to common share and unit holders (1) | $ | 168,376 | $ | 158,604 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Acquisition, other transaction costs and other | 3,324 | 5,076 | |||||||||||||||||||||
| Noncash share-based compensation - general and administrative | 6,839 | 3,743 | |||||||||||||||||||||
| Noncash share-based compensation - property management | 1,444 | 1,066 | |||||||||||||||||||||
| Loss on early extinguishment of debt | 954 | — | |||||||||||||||||||||
Core FFO attributable to common share and unit holders (1) | $ | 180,937 | $ | 168,489 | |||||||||||||||||||
| Recurring Capital Expenditures | (14,124) | (14,193) | |||||||||||||||||||||
| Leasing costs | (795) | (808) | |||||||||||||||||||||
Adjusted FFO attributable to common share and unit holders (1) | $ | 166,018 | $ | 153,488 | |||||||||||||||||||
(1)Unit holders include former AH LLC members and other non-affiliates that own Class A units in the Operating Partnership and their OP units are reflected as noncontrolling interests in the Company’s condensed consolidated financial statements. See Note 10. Shareholders’ Equity / Partners’ Capital to our condensed consolidated financial statements included in this report.
EBITDA / EBITDAre / Adjusted EBITDAre / Fully Adjusted EBITDAre
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA is a non-GAAP financial measure and is used by us and others as a supplemental measure of performance. EBITDAre is a supplemental non-GAAP financial measure, which we calculate in accordance with the definition approved by NAREIT by adjusting EBITDA for gains and losses from sales or impairments of single-family properties and adjusting for unconsolidated partnerships and joint ventures on the same basis. Adjusted EBITDAre is a supplemental non-GAAP financial measure calculated by adjusting EBITDAre for (1) acquisition and other transaction costs incurred with business combinations and the acquisition or disposition of properties as well as nonrecurring items unrelated to ongoing operations, (2) noncash share-based compensation expense, (3) hurricane-related charges, net, which result in material charges to our single-family property portfolio, and (4) gain or loss on early extinguishment of debt. Fully Adjusted EBITDAre is a supplemental non-GAAP financial measure calculated by adjusting Adjusted EBITDAre for (1) Recurring Capital Expenditures and (2) leasing costs. As a portion of our homes are recently developed, acquired and/or renovated, we estimate Recurring Capital Expenditures for our entire portfolio by multiplying (a) current period actual Recurring Capital Expenditures per Same-Home Property by (b) our total number of properties, excluding newly acquired non-stabilized properties and properties classified as held for sale. We
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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 for the three months ended March 31, 2024 and 2023 (amounts in thousands):
| For the Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Net income | $ | 128,095 | $ | 137,699 | |||||||||||||||||||
| Interest expense | 38,577 | 35,882 | |||||||||||||||||||||
| Depreciation and amortization | 115,726 | 112,717 | |||||||||||||||||||||
| EBITDA | $ | 282,398 | $ | 286,298 | |||||||||||||||||||
| Gain on sale and impairment of single-family properties and other, net | (68,901) | (84,659) | |||||||||||||||||||||
| Adjustments for unconsolidated joint ventures | 1,597 | 510 | |||||||||||||||||||||
| EBITDAre | $ | 215,094 | $ | 202,149 | |||||||||||||||||||
| Noncash share-based compensation - general and administrative | 6,839 | 3,743 | |||||||||||||||||||||
| Noncash share-based compensation - property management | 1,444 | 1,066 | |||||||||||||||||||||
| Acquisition, other transaction costs and other | 3,324 | 5,076 | |||||||||||||||||||||
| Loss on early extinguishment of debt | 954 | — | |||||||||||||||||||||
| Adjusted EBITDAre | $ | 227,655 | $ | 212,034 | |||||||||||||||||||
| Recurring Capital Expenditures | (14,124) | (14,193) | |||||||||||||||||||||
| Leasing costs | (795) | (808) | |||||||||||||||||||||
| Fully Adjusted EBITDAre | $ | 212,736 | $ | 197,033 | |||||||||||||||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
During the three months ended March 31, 2024, the Company paid down $90.0 million on its revolving credit facility, resulting in no outstanding variable rate debt as of March 31, 2024 and therefore no exposure to interest rate risk on its current borrowings. We may incur additional variable rate debt in the future, including additional amounts that we may borrow under our revolving credit facility.
Treasury lock agreements are used from time to time to manage the potential change in interest rates in anticipation of the possible issuance of fixed rate debt. We do not hold or issue these derivative contracts for trading or speculative purposes.
There have been no other material changes to our market risk from those disclosed in section Part II, “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” of the 2023 Annual Report.
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Item 4. Controls and Procedures
American Homes 4 Rent
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file and submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in accordance with SEC guidelines and that such information is communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures in reaching that level of reasonable assurance.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at a reasonable assurance level.
Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2024, 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, 2024, that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
43
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 the 2023 Annual Report in Part I, “Item 1A. Risk Factors” and in our other filings with the SEC. These factors may materially affect our business, financial condition and operating results and could cause our actual results to differ materially from expectations.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2024, no trustee or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
Item 6. Exhibits
The exhibits listed below are filed herewith or incorporated herein by reference.
| Exhibit Number | Exhibit Document | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 3.5 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
44
| Exhibit Number | Exhibit Document | |||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 4.8 | ||||||||
| 4.9 | ||||||||
| 4.10 | ||||||||
| 4.11 | ||||||||
| 4.12 | ||||||||
| 4.13 | ||||||||
| 4.14 | ||||||||
| 4.15 | ||||||||
| 10.1 † | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 31.3 | ||||||||
| 31.4 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
_______________________________________________________________________________
† Indicates management contract or compensatory plan
45
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| AMERICAN HOMES 4 RENT | ||
| /s/ Brian F. Reitz | ||
| Brian F. Reitz | ||
| Executive Vice President, Chief Accounting Officer | ||
| (Chief Accounting Officer and duly authorized signatory of registrant) | ||
| Date: May 3, 2024 | ||
| AMERICAN HOMES 4 RENT, L.P. | ||
| By: American Homes 4 Rent, its General Partner | ||
| /s/ Brian F. Reitz | ||
| Brian F. Reitz | ||
| Executive Vice President, Chief Accounting Officer | ||
| (Chief Accounting Officer and duly authorized signatory of registrant) | ||
| Date: May 3, 2024 | ||
46
Exhibit 10.1
RETIREMENT AND AWARD AGREEMENT
This Retirement and Award Agreement (the “Agreement”) is being entered into between David P. Singelyn (“Grantee”) and American Homes 4 Rent, a Maryland real estate investment trust (the “Company”) as of February 21, 2024, in connection with the Grantee’s notice to the Board of Trustees of the Company of his retirement (the “Retirement Notice”) as an employee of the Company as of December 31, 2024 (the “Retirement Date”).
1.Retirement: The Grantee agrees to continue to serve in good faith as the Chief Executive Officer of the Company until the Retirement Date, without changes to the Grantee’s terms and conditions of employment other than as expressly set forth herein or in the attachments hereto. The Grantee and the Company hereby agree that the Grantee’s retirement as contemplated by the Retirement Notice will qualify as a “Retirement” as defined in the Grantee’s outstanding equity award agreements as of the date hereof, and therefore will entitle the Grantee to the benefits set forth in such award agreements. The Grantee and the Company also hereby agree that the Grantee’s determination to retire as contemplated by the Retirement Notice is not, and will not be, a termination of employment by the Grantee pursuant to Section 1(a)(iii)(A) of the Severance and Change of Control Letter Agreement dated February 9, 2022, between the Grantee and the Company (the “Letter Agreement”), or a termination by the Company pursuant to Section 1(a)(ii) of the Letter Agreement, and will not otherwise entitle the Grantee to the right to receive severance or other termination benefits under the Letter Agreement. The Company and Grantee acknowledge that the FICA taxes related to Grantee’s retirement eligible awards shall be due in 2024.
2.CEO Compensation: The Grantee and the Company hereby agree that Grantee shall receive an annual base salary of $825,000 through the Retirement Date, and that, in accordance with the terms of the 2024 Annual Incentive Plan, Grantee shall be entitled to any 2024 Annual Incentive Plan award earned, payable in the first quarter of 2025.
3.Transition Advisory Services: The Grantee and the Company hereby agree that in addition to the Grantee serving as Chief Executive Officer of the Company until the Retirement Date, from January 1, 2025 until June 30, 2025 (the “Transition Period”), the Grantee shall provide the transition advisory services set forth on Exhibit A hereto.
4.Transition Award: As an inducement to Grantee to enter into this Agreement and fulfill the obligations of the Grantee hereunder, the Company hereby grants the restricted share unit award (the “Transition Award”) set forth on Exhibit B hereto.
5.Health and Welfare Benefits: As a further inducement to Grantee to enter into this Agreement and fulfill the obligations of the Grantee hereunder, the Company hereby agrees to offer Grantee health and welfare benefits, including medical, dental, and vision insurance, in his capacity as a trustee, and to cover the cost of continuing COBRA health coverage upon Grantee’s departure from the Board of Trustees for up to eighteen (18) months (the “COBRA Health Coverage Benefit,” together with the Transition Award, the “Transition Compensation”) and report the amount of the COBRA Health Coverage Benefit as taxable imputed income to the Grantee.
6.General Release and Restrictive Covenants: As consideration for the benefits provided to the Grantee by this Agreement, including the Transition Compensation, the Grantee shall execute, not revoke, and comply with the terms of Exhibit C hereto.
The undersigned, intending to be bound hereby (including by the terms on Exhibits A, B and C), have agreed to the terms and conditions of this Agreement as of the date first set forth below.
GRANTEE:
By: /s/ David P. Singelyn
Name: David P. Singelyn
Date: February 21, 2024
AMERICAN HOMES 4 RENT
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: Chairman of the Board
Date: February 21, 2024
EXHIBIT A
Transition Advisory Services
1. Services. During the Transition Period, Grantee shall provide consulting and advisory services with respect to strategic issues concerning the Company’s business (collectively, the “Services”), as reasonably requested by Company’s Chief Executive Officer from time to time. During the Transition Period, Grantee is required, at the request of Company, to put forth reasonable efforts to faithfully perform the Services on a part-time basis and on a schedule mutually agreeable to Company and Grantee. Grantee shall perform the Services at a location of Grantee’s choice.
2. Compensation. Grantee shall not be entitled to any compensation for the Services other than the Transition Compensation. Grantee shall not be eligible to receive the annual cash retainer as a trustee of the Company during the Transition Period.
3. Expenses. The Company shall reimburse Grantee for all reasonable out-of-pocket business expenses (approved in advance by Company) incurred by Grantee in the course of performing the Services. Such reimbursement shall be consistent with Company’s policies in effect from time to time, and made known to Grantee, with respect to travel and other business expenses, including without limitation Company’s reasonable requirements with respect to reporting and documentation of such expenses.
4. No Employee Benefits. During the Transition Period, as an independent contractor, Grantee shall not be eligible for, or entitled to, and shall not participate in, any of Company’s health, disability, life insurance, 401(k), employee stock purchase plan, or other benefits programs as an employee. Because Grantee is an independent contractor and is not an employee of Company, Company will not obtain workers’ compensation insurance for Grantee. Nothing in this section shall prevent Grantee from being eligible for benefits offered to trustees of the Company.
5. Independent Contractor Status. During the Transition Period, Grantee shall be an independent contractor, not an employee of Company. Grantee and Company agree to the following which are consistent with an independent contractor relationship:
a. During the Transition Period, Grantee has the right to perform services for others, provided that Grantee’s services performed for others do not violate any of Grantee’s other obligations to the Company, including pursuant to this Agreement.
b. Grantee will have control and discretion over the means and manner by which the Services will be performed and the result. While Company is entitled to provide Grantee with general guidance to assist Grantee in completing the Services to Company’s satisfaction, Grantee is responsible for directing and controlling the performance of the Services in accordance with the terms and conditions of this Agreement.
c. Except with respect to any applicable deadlines and schedules for completion of the Services, Grantee is not bound to, and will be in control over, the schedule and time during which the Services are performed.
d. Grantee agrees to perform the Services in conformity with all applicable statutes, regulations, and ordinances.
f. During and after the Transition Period, Grantee agrees to promptly return to Company upon request any property, data, and documents of Company, and to comply with all reasonable requests to take action to ensure that Company’s data and/or documents have been returned and no copies, electronic or otherwise, remain accessible by Grantee.
6. Payment of Taxes. Grantee acknowledges and agrees that Grantee shall be responsible for filing all tax returns, tax declarations and tax schedules, and the payment of all taxes required or due with respect to any and all compensation derived from Services performed. Except as otherwise required by law, Company shall not withhold any sums from payments made to Grantee for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely Grantee’s responsibility. Grantee shall indemnify Company for any amounts that Company is required to pay as a result of the failure to pay any such taxes, together with any interest, penalties, and related expenses thereto.
7. Indemnification. Grantee shall hold harmless and indemnify Company, its subsidiaries, affiliates, officers, directors, shareholders, agents, attorneys, representatives, past and present employees, and their successors, heirs, executors and administrators from and against any and all claims, causes of action, liabilities, expenses and costs, including reasonable attorneys’ fees, for any liabilities, losses, damages, claims, or causes of action arising out of, or connected with: (a) Grantee’s gross negligence or willful misconduct in connection with the performance of Services; or (b) any failure to comply with Grantee’s obligations under governmental laws and regulations, including, but not limited to, any tax obligations.
8. Termination. The obligations of the parties under this Exhibit A shall terminate automatically on the occurrence of any of the following events: (a) completion of the Transition Period; (b) bankruptcy or insolvency of either party; (c) mutual written agreement of the parties; or (d) death or disability of Grantee; or (e) Grantee’s breach of this Exhibit A. In the event of termination, Grantee shall, upon request, perform such work as may be requested to transfer work in process to Company or to a party designated by Company.
9. Non-Disclosure.
a. Grantee understands that, in connection with performing the Services, Grantee may receive, produce, or otherwise be exposed to Company’s trade secrets, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, business plans or strategies, financial information (including sales, costs, profits, and pricing methods), manufacturing, marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by Company, and all derivatives, improvements and enhancements to any of the above (including those derivatives, improvements and enhancements that were created or developed by Grantee under this Agreement), in addition to all information Company receives from others under an obligation of confidentiality (individually and collectively “Confidential Information”).
b. Grantee acknowledges that the Confidential Information is Company’s sole, exclusive and extremely valuable property. Accordingly, Grantee agrees to segregate all Confidential Information from information of other companies and third parties and agrees not to reproduce any Confidential Information without Company’s prior written consent, not to use the Confidential Information except in the performance of the Services, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the Transition Period, except to Company’s employees and Grantee’s employees (if any) who need to know such Confidential Information in order to perform the Services. Upon termination or expiration of this Agreement for any reason, Grantee agrees to cease using and to return to Company all whole and partial copies and derivatives of the Confidential Information, whether in Grantee’s possession or under Grantee’s direct or indirect control, including any computer access codes, and to arrange for the return of such materials.
c. Grantee shall not disclose or otherwise make available to Company in any manner any confidential and proprietary information received by Grantee from third parties. Grantee warrants that his performance of all the terms of this Agreement does not and will not breach any agreement entered into by Grantee with any other party, and Grantee agrees not to enter into any agreement, oral or written, in conflict herewith. In addition, Grantee recognizes that Company has received and, in the future, will receive from third parties their confidential or proprietary information subject to a duty on Company’s part to maintain the confidentiality of such information and to use such information only for certain limited purposes. Grantee agrees that Grantee owes Company and such third parties, during the Transition Period and thereafter, regardless of the reason for the termination of the relationship, a duty to hold all such confidential or proprietary information in the strictest of confidence and not to disclose such information to any person, firm or corporation (except as necessary in carrying out Grantee’s work for Company consistent with the Company’s agreement with such third party) or to use such information for the benefit of anyone other than for Company or such third party (consistent with Company’s agreement with such third party).
d. Grantee also agrees that, during the Transition Period, he shall not make, use or permit to be used any Company Property other than for the benefit of Company. The term “Company Property” shall include all notes, memoranda, reports, lists, records, drawings, sketches, designs, specifications, software programs, software code, data, computers, cellular telephones, credit and/or calling cards, keys, access cards, documentation or other materials of any nature and in any form, whether written, printed, electronic or in digital format or otherwise, relating to any matter within the scope of the business of Company or concerning any of its dealings or affairs and any other Company property in its possession, custody or control. Grantee further agrees that he shall not, after the termination of his consultancy, use or permit others to use any such Company Property. Grantee acknowledges and agrees that all Company Property shall be and remain the sole and exclusive property of Company. Immediately upon the termination of this Agreement, or at any earlier time as requested by Company, Grantee shall deliver all Company Property in his possession, and all copies thereof, to Company.
10. Ownership of Work Product. Company has sole ownership of all rights to any work product generated by Grantee while performing services under this Agreement. Company may modify any work product prepared by Grantee.
11. Mutual Agreement to Arbitrate Disputes.
a. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs this arbitration provision, which evidences a transaction involving commerce. Company and Grantee agree that this agreement to arbitrate applies to any past, present or future legal controversy, claim, dispute or disagreement (a “Dispute”) between the Parties (and/or any of its affiliates, owners, shareholders, directors, members, officers, employees, volunteers or agents) relating to or arising out of this Agreement and/or Grantee’s provision of Services.
b. A Dispute between the Parties may only be resolved by binding arbitration before a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”), which may be found at www.adr.org. The arbitration proceeding shall take place in Clark County, Nevada. The arbitrator shall apply, as applicable, federal or Nevada substantive law and law of remedies. The remedial authority of the arbitrator shall be no greater than that which is available under the statutory or common law theory asserted. The demand for arbitration will be filed in writing with the other Party and with the AAA. The arbitrator may award to a Party any remedy to which that party is entitled under applicable law (including, but not limited to, legal, equitable and injunctive relief), but such remedies are limited to those that would be available to a Party in his or its
individual capacity in a court of law for the disputes presented to and decided by the arbitrator. The arbitrator is without jurisdiction to apply any different substantive law. The award rendered by the arbitrator will be in writing and will state the factual and legal bases for the decision and will be final. Judgment may be entered upon the award in accordance with applicable law in any court having jurisdiction. Fees and costs of the arbitrator and AAA will be the responsibility of the Parties in accordance with the AAA Rules. Each Party will pay for his or its own costs and attorneys’ fees, if any, but if any Party prevails on a claim which affords the prevailing party’s attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party as provided by law. Excluded from this agreement to arbitrate are claims that an applicable federal statute states cannot be arbitrated. Either Company or Grantee may bring an action in any court of competent jurisdiction, if necessary, to compel arbitration under this provision, to obtain preliminary relief in support of claims to be adjudicated by arbitration, or to enforce an arbitration award.
c. This agreement to arbitrate will survive the termination of the contractor relationship. If any provision of this agreement to arbitrate is adjudged to be void, voidable or otherwise unenforceable, in whole or in part, that provision will, without affecting the validity of the remainder of the arbitration provision, be: (i) modified to the extent necessary to render the term or provision enforceable preserving to the fullest extent possible the intent and agreements herein, or (ii) to the extent such modification is not permissible, severed from this Agreement. All remaining provisions will remain in full force and effect. Notwithstanding any contrary language, this arbitration provision may not be modified or terminated absent a writing signed (electronically or otherwise) by both parties.
12. Miscellaneous Provisions.
a. Company shall have the right to assign this Agreement without Grantee’s authorization in the event of a “Change in Control” as defined in the Company’s 2021 Equity Incentive Plan, and this Agreement shall inure to the benefit of and be enforceable by said successors or assigns. Grantee may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Company, and this Agreement shall be binding upon Grantee’s heirs, executors, administrators and legal representatives.
b. This Agreement is entered into in Clark County, Nevada, and will be construed and interpreted according to the law of the State of Nevada.
c. Each provision of this Agreement shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Should any provision of this Agreement be held invalid, void or unenforceable by an arbitrator or a court of competent jurisdiction, such adjudication shall in no way affect the validity or enforcement of the remainder of this Agreement, and the provision affected shall be curtailed only to the extent necessary to bring the Agreement within the applicable requirements of the law.
d. This Agreement constitutes the entire agreement between the Parties with respect to the matters addressed herein and may be modified only by a written amendment signed by the Parties. All other negotiations and agreements (written or oral) between the Parties are superseded by this Agreement and there are no representations, warranties, understandings or agreements other than those expressly set forth herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not strictly for or against either party hereto.
EXHIBIT B
Transition Award Agreement
American Homes 4 Rent, a Maryland real estate investment trust (the “Company”), hereby grants restricted share units relating to Class A common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), to the Grantee. Additional terms and conditions of the grant are set forth below and in the Company’s Amended and Restated 2021 Equity Incentive Plan (as further amended from time to time, the “Plan”). Terms not defined herein shall have the meanings set forth in the Plan.
Grant Date: February 21, 2024
Number of Restricted Share Units Granted: 46,070
Vesting Schedule: 100% of the restricted share units will vest on June 30, 2025, subject to (i) the Grantee not unilaterally terminating or breaching the Agreement (including the terms of the exhibits) prior to the vesting date, and (ii) the Grantee executing a general release as of January 1, 2025 in substantially the form set forth on Exhibit C of this Agreement.
TRANSITION AWARD AGREEMENT
| Restricted Share Units | This Agreement evidences an award of restricted share units in the number set forth on the cover sheet, which are subject to the vesting and other terms and conditions set forth in the Agreement and in the Plan (the “Restricted Share Units”). | ||||
| Restricted Share Units Transferability | Except to the extent the Plan, Applicable Law, and the Committee permit transfer to a Family Member, your Restricted Share Units may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Share Units be made subject to execution, attachment, or similar process. If you attempt to do any of these things in contravention of the prior sentence, you will immediately forfeit your Restricted Share Units. | ||||
| Vesting | Your Restricted Share Units will vest in accordance with the Vesting Schedule set forth on the cover sheet of this award. Notwithstanding the Vesting Schedule set forth on the cover sheet, if your Service is terminated because of your death or Disability or upon a termination of your employment prior to December 31, 2024 by the Company without Cause, your Restricted Share Units will become 100% vested upon such termination of Service. | ||||
| Change in Control | Notwithstanding the Vesting Schedule set forth on the cover sheet, your Restricted Share Units will accelerate if so provided in Section 17.3 and 17.4 of the Plan in the event of a Change in Control. For purposes of this Agreement, “Change in Control” will have the same meaning as defined in the Plan; provided, however, that in no event will a Change in Control be deemed to have occurred under Section 17.3 or 17.4 of the Plan if the Company is merged or consolidated with an Affiliate, even if the Company’s shareholders hold less than 50% of the combined voting power of the voting securities of the Company in the surviving entity. | ||||
| Forfeiture of Unvested Restricted Share Units | In the event that the terms of the Vesting Schedule are not satisfied (except in the limited cases of death or Disability or Termination without Cause, as described above), you will forfeit to the Company all of the Restricted Shares Units subject to this grant that have not yet vested. | ||||
| Leaves of Absence | For purposes of these Restricted Share Units, your Service does not terminate when you go on a bona fide Grantee leave of absence that the Company approves in writing if the terms of the leave provided for continued Service crediting or when continued Service crediting is required by Applicable Law or contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employment. The Company, in its sole discretion, determines which leave counts for these purposes and when your Service terminates for all purposes under the Plan. | ||||
| Delivery | In the event you become vested in all or a portion of the Restricted Share Units under this Agreement, the Restricted Share Units shall be settled by delivery of the Common Shares in respect of each Restricted Share Unit as soon as administratively practicable following the date the Restricted Share Units vest pursuant to the Vesting Schedule set forth on the cover sheet of this award or pursuant to the accelerated vesting provisions under this award, but in no event later than thirty (30) days after the applicable vesting date. | ||||
| Evidence of Issuance | The issuance of the Common Shares with respect to the Restricted Share Units will be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, registration, or issuance of one or more share certificates. | ||||
| Withholding | In the event that the Company determines that any federal, state, local, or foreign tax or withholding payment is required relating to this grant of Restricted Share Units, the issuance of Common Shares with respect to this grant, or the payment of dividends, the Company will have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the Common Shares to be delivered in connection with the Restricted Share Units to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company, or (iv) withhold the delivery of vested Common Shares otherwise deliverable under this Agreement to meet such obligations; provided that the Common Shares so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable law. | ||||
| Retention Rights | This award and the grant of the Restricted Shares Units do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in any employment or other written agreement between you and the Company or any Affiliate, the Company and any Affiliate reserve the right to terminate your Service at any time and for any reason. | ||||
| Shareholder Rights | You have no rights as a shareholder of the Company with respect to the Restricted Share Units unless and until the Common Shares relating to the Restricted Share Units have been issued and either a certificate evidencing the Common Shares has been issued or an appropriate entry has been made on the Company’s books. Notwithstanding the foregoing, you shall be entitled to receive Dividend Equivalents in respect of each Restricted Share Unit. Specifically, if the Company declares a regular cash dividend on the Common Shares during any period, you shall be entitled to receive Dividend Equivalents in an amount equal to the number of Restricted Share Units held on the record date for such dividend multiplied by the amount of the cash dividend per Common Share declared, as if you had held a number of Common Shares equal to the number of Restricted Share Units of the dividend record date. Any such Dividend Equivalents relating to your Restricted Share Units shall be payable in cash at the same time as the Common Shares underlying the Restricted Share Units, less applicable withholding taxes. The Restricted Share Units will be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event that the Company is subject to such corporate activity. | ||||
| Clawback | The Restricted Share Units are subject to mandatory repayment by you to the Company to the extent you are, or in the future become, subject to (i) the Company’s Executive Officer Performance-Based Compensation Recovery Policy, as may be amended, or any similar policy effective as of the Grant Date, (ii) any other Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule, or regulation, or (iii) any law, rule, or regulation which imposes mandatory recoupment, under the circumstances set forth in any such law, rule, or regulation. | ||||
| Applicable Law | The validity and construction of the Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive laws of any other jurisdiction. | ||||
| The Plan | The text of the Plan is incorporated into the Agreement. Certain capitalized terms used in the Agreement are defined in the Plan and have the meaning set forth in the Plan. The Agreement and the Plan constitute the entire understanding between you and the Company regarding the Restricted Share Units. Any prior agreements, commitments, or negotiations concerning the Restricted Share Units are superseded. | ||||
| Data Privacy | To administer the Plan, the Company may process personal data about you. This data includes, without limitation, information provided in the Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll information, and any other information that the Company deems appropriate to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. | ||||
| Disclaimer of Rights | The grant of Restricted Share Units under this Agreement will in no way be interpreted to require the Company to transfer any amounts to a third-party trustee or otherwise hold any amounts in trust or escrow for payment to you. You will have no rights under this Agreement or the Plan other than those of a general unsecured creditor of the Company. Restricted Share Units represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the Plan and this Agreement. | ||||
| Code Section 409A | The grant of Restricted Share Units under this Agreement is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in this Agreement, neither the Company, any Affiliate, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A, and neither the Company, any Affiliate, the Board, nor the Committee will have any liability to you for such tax or penalty. | ||||
By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.
EXHIBIT C
General Release and Restrictive Covenants
This General Release and Restrictive Covenants (the “Agreement”) is being entered into between David P. Singelyn (“Grantee”) and American Homes 4 Rent (the “Company”) as of February 21, 2024 in connection with the Retirement and Award Agreement (the “Retirement Agreement”) between the parties executed as of the date hereof. Employee and the Company are referred to collectively as the “Parties.” Terms not defined herein shall have the meanings set forth in the Retirement Agreement.
1. General Release. Except for any rights granted under this Agreement, Grantee, for himself, and for his heirs, assigns, executors and administrators, hereby releases and forever discharges the Company, its subsidiaries, joint ventures, investors, affiliates, divisions, predecessors, successors, assigns, and each of their respective trustees or directors, officers, partners, attorneys, shareholders, administrators, Grantees, agents, representatives, employment benefit plans, plan administrators, fiduciaries, trustees, insurers and re-insurers, and all of their predecessors, successors and assigns (collectively, the “Releasees”) of and from all claims, causes of action, covenants, contracts, agreements, promises, damages, disputes, demands, and all other manner of actions whatsoever, in law or in equity, that Grantee ever had, may have had, now has, or that Grantee’s heirs, assigns, executors or administrators hereinafter can, shall or may have, whether known or unknown, asserted or unasserted, suspected or unsuspected, as a result of or related to Grantee’s employment with the Company, the termination of that employment, or any act or omission which has occurred at any time up to and including the date of the execution of this Release (the “Released Claims”).
a. Released Claims. The Released Claims include, but are not limited to, any claims for monetary damages; any claims related to Grantee’s employment with the Company or the termination thereof; any claims to severance or similar benefits other than those provided herein; any claims to expenses, attorneys’ fees or other indemnities; any claims to options or other interests in or securities of the Company, including but not limited to any claims based on any actions or failures to act that occurred on or before the date of this Agreement; and any claims for other personal remedies or damages sought in any legal proceeding or charge filed with any court or federal, state or local agency either by Grantee or by any person claiming to act on Grantee’s behalf or in Grantee’s interest. Grantee understands that the Released Claims may have arisen under different local, state and federal statutes, regulations, or common law doctrines. Grantee hereby specifically, but without limitation, agrees to release all Releasees from any and all claims under each of the following laws:
i. Antidiscrimination laws, such as Title VII of the Civil Rights Act of 1964, as amended, and Executive Order 11246 (which prohibit discrimination based on race, color, national origin, religion, or sex); Section 1981 of the Civil Rights Act of 1866 (which prohibits discrimination based on race or color); the Americans with Disabilities Act, as amended, and Sections 503 and 504 of the Rehabilitation Act of 1973 (which prohibit discrimination based upon disability); the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621 et seq. (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”) (which prohibit discrimination on the basis of age); the Equal Pay Act (which prohibits paying unequal pay for equal work on the basis of sex); Nev. Rev. Stat. Chapter 613 (Employment Practices), or any other local, state or federal statute, regulation, common law or decision concerning discrimination, harassment, or retaliation on these or any other grounds or otherwise governing the employment relationship.
ii. Other employment laws, such as the federal Worker Adjustment and Retraining Notification Act of 1988 (“WARN,” which requires advance notice of certain workforce reductions); the Grantee Retirement Income Security Act of 1974 (which, among other things, protects Grantee benefits); the Fair Labor Standards Act of 1938 (which regulates wage and hour matters); the Family and Medical Leave Act of 1993 (which requires employers to provide leaves of absence under certain circumstances); any applicable paid sick leave or paid family leave laws; Nev. Rev. Stat. Chapter 608 (which governs employment and wage and hour matters).
iii. Other laws of general application, such as federal, state, or local laws enforcing express or implied employment agreements or other contracts or covenants, or addressing breaches of such agreements, contracts or covenants; federal, state or local laws providing relief for alleged wrongful discharge or termination, physical or personal injury emotional distress, fraud, intentional or negligent misrepresentation, defamation, invasion of privacy, violation of public policy or similar claims; common law claims under any tort, contract or other theory now or hereafter recognized, including but not limited to any other federal, state, or local statute, regulation, common law doctrine, or decision.
b. Participation in Agency Proceedings. Nothing in this Agreement shall prevent Grantee from filing a charge (including a challenge to the validity of this Agreement) with or providing information to a government agency authorized to enforce laws against unlawful conduct, including the Equal Employment Opportunity Commission (the “EEOC”), the National Labor Relations Board (the “NLRB”), the Nevada Equal Rights Commission (the “NERC”), or other similar federal, state or local agency, or from participating in any investigation or proceeding conducted by the EEOC, the NLRB, the NERC or other federal, state or local agencies. However, by entering into this Agreement, Grantee understands and agrees that Grantee is waiving any and all rights to recover any monetary relief or other personal relief as a result of any such EEOC, NLRB, NERC or similar federal, state or local agency proceeding, including any subsequent legal action.
c. Claims Not Released. The Released Claims do not include claims by Grantee for: (1) unemployment compensation; (2) worker’s compensation benefits; (3) previously vested benefits under any Company-sponsored benefits plan; and (4) any other rights or claims that cannot by law be released by private agreement.
d. Acknowledgement of Legal Effect of Release. BY SIGNING THIS AGREEMENT, GRANTEE UNDERSTANDS THAT GRANTEE IS WAIVING ALL RIGHTS GRANTEE MAY HAVE HAD TO PURSUE OR BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE COMPANY OR THE RELEASEES, INCLUDING, BUT NOT LIMITED TO, CLAIMS THAT IN ANY WAY ARISE FROM OR RELATE TO GRANTEE’S EMPLOYMENT OR THE TERMINATION OF THAT EMPLOYMENT, FOR ALL OF TIME UP TO AND INCLUDING THE DATE OF THE EXECUTION OF THIS AGREEMENT. GRANTEE FURTHER UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, GRANTEE IS PROMISING NOT TO PURSUE OR BRING ANY SUCH LAWSUIT OR LEGAL CLAIM SEEKING MONETARY OR OTHER RELIEF FOR GRANTEE BASED ON ANY CLAIMS THAT ARE LAWFULLY RELEASED IN THIS AGREEMENT. GRANTEE FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO RECOVER, AND WILL NOT ACCEPT, ANY MONETARY OR OTHER RELIEF FOR GRANTEE CONCERNING THE CLAIMS THAT ARE LAWFULLY RELEASED IN THIS SECTION.
2. Non-Disclosure of this Agreement. Grantee agrees that from and after the date of the receipt of this Agreement, Grantee will not, directly or indirectly, provide to any person or entity any information concerning or relating to the negotiation of this Agreement or its terms and conditions, except: (i) to the extent specifically required by law or legal process or as authorized in writing by the Company; (ii) to Grantee’s tax advisors as may be necessary for the preparation of tax returns or other reports required by law; (iii) to Grantee’s attorneys as may be necessary to secure advice concerning this Agreement; or (iv) to members of Grantee’s immediate family. Grantee agrees that prior to disclosing such information under parts (ii), (iii), or (iv) of this Paragraph, Grantee will inform the recipients that they are bound by the limitations of this Paragraph. Subsequent disclosure by any such recipients will be deemed to be a disclosure by Grantee in breach of this Agreement.
3. Proprietary and/or Confidential Information. Grantee agrees that any sensitive, proprietary, or confidential information or data relating to the Company or any of its affiliates or other Releasees, as defined above, including, without limitation, trade secrets, processes, practices, pricing information, billing histories, customer requirements, customer lists, customer contacts, Grantee lists, salary information, personnel matters, financial data, operating results, plans, contractual relationships, projections for new business opportunities, new or developing business for the Company, technological innovations in any stage of development, the Company’s financial data, long range or short range plans, any confidential or proprietary information of others licensed to the Company, and all other data and information of a competition-sensitive nature (collectively, “Confidential Information”), and all notes, records, software, drawings, handbooks, manuals, policies, contracts, memoranda, sales files, or any other documents generated or compiled by any Grantee of the Company reflecting such Confidential Information, that Grantee acquired while an employee of the Company will not be disclosed or used for Grantee's own purposes or in a manner detrimental to the Company’s interests, except as otherwise may be provided below. Notwithstanding anything else in this Agreement, Grantee may disclose Confidential Information that Grantee has acquired through Grantee’s general training, knowledge, skill, or experience (whether on the job or otherwise).
4. Return of Information and Property. Grantee agrees, after the Retirement Date, to return to the Company all property and equipment belonging to the Company and the Releasees, including without limitation all computers including any laptop or cellular phone, hard drives, keys, passwords, and access cards, the originals and all copies (regardless of medium) of all information, files, materials, documents or other property relating to the business of the Company, the Releasees, or their affiliates, and Grantee represents that all such information and items have been returned to the Company.
5. Non-disparagement. Grantee agrees that Grantee will not make to any person or entity any false, disparaging, or derogatory comments about the Company, its business affairs, its officers, directors, managers, Grantees, clients, contractors, agents, or any of the other Releasees. This prohibition does not preclude Grantee from providing truthful testimony if compelled by law. Grantee will refer all reference requests regarding Grantee’s employment with the Company to the Company’s Human Resources department, who will disclose only Grantee’s dates of employment with the Company and last position held in response to such reference requests.
6. Cooperation. The parties agree that certain matters in which Grantee has been involved during the Grantee’s employment may need the Grantee’s cooperation with the Company in the future. Accordingly, after the Retirement Date, to the extent reasonably requested by the Company, the Grantee shall cooperate with the Company regarding matters arising out of or related to Grantee’s service to the Company, provided that the Company shall make reasonable efforts to minimize disruption of the Grantee’s other activities. The Company shall reimburse the Grantee for necessary business expenses incurred in connection with this cooperation and, to the extent that Grantee is required to spend substantial time on such matters, the Company shall compensate Grantee at an hourly rate based on the Grantee’s base salary on the Retirement Date; provide that the Grantee shall not be entitled to compensation for services provided under this Agreement during the Transition Period.
7. General Provisions. Grantee agrees that the Transition Compensation constitutes consideration for the promises contained in this Agreement, and is above and beyond any wages or salary or other sums to which Grantee was entitled as a result of Grantee’s employment with the Company. Except for the Company equity award agreement(s) which remain in effect except as expressly
modified by this Agreement, this Agreement contains the entire understanding and agreement between the parties relating to the subject matter of this Agreement, and supersedes any and all prior agreements or understandings between the parties pertaining to the subject matter hereof. No other promises or agreements shall be binding or shall modify this Agreement unless reduced to writing and signed by the parties hereto or counsel for the parties. Grantee has not relied upon any representation or statement outside this Agreement with regard to the subject matter, basis or effect of this Agreement. This Agreement will be governed by, and construed in accordance with, the laws of the State of Nevada, excluding the choice of law rules thereof. Notwithstanding the foregoing, the validity and construction of Section 10 will be governed by, and construed and interpreted in accordance with, applicable Colorado law. Any action involving this Agreement shall be initiated solely in Clark County, Nevada, except that any action involving Section 10 shall be initiated in Colorado. The language of all parts of this Agreement will be construed according to the language’s fair meaning, and not strictly for or against any of the parties. This Agreement will be binding upon and inure to the benefit of the parties and their respective representatives, successors and permitted assigns. Neither the waiver by either party of a breach of or default under any of the provisions of the Agreement, nor the failure of such party, on one or more occasions, to enforce any of the provisions of the Agreement or to exercise any right or privilege hereunder will thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights or privileges hereunder. The parties agree to take or cause to be taken such further actions as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms, and conditions of this Agreement. This Agreement and the rights and obligations of the parties hereunder may not be assigned by Grantee without the prior written consent of the Company, but may be assigned by the Company or its successors and assigns without Grantee’s permission or consent. The provisions of this Agreement are severable, and, with the exception of the release provisions in Paragraph 1 and its subsections, if any one or more of the provisions of this Agreement, or any part thereof, will be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not in any way be affected or impaired thereby, and the other provisions shall remain fully valid and enforceable. This Agreement may be signed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one instrument.
8. No Admission; Attorneys’ Fees. The parties agree that nothing contained in this Agreement will constitute or be treated as an admission of liability or wrongdoing by either of them. In any action to enforce the terms of this Agreement, the prevailing party will be entitled to recover its costs and expenses, including reasonable attorneys’ fees, except that this attorneys’ fee shifting provision does not apply to a challenge to the knowing and voluntary nature of this Agreement under the ADEA or OWBPA.
9. ADEA Acknowledgment/Time Periods. With respect to the General Release in Paragraph 1 of this Agreement, Grantee agrees and understands that by signing this Agreement, Grantee is specifically releasing all claims under the ADEA. Grantee acknowledges that Grantee has carefully read and understands this Agreement in its entirety, and executes it voluntarily and without coercion.
a. Consideration Period. Grantee is hereby advised to consult with a competent, independent attorney of Grantee’s choice, at Grantee’s expense, regarding the legal effect of this Agreement before signing and delivering it. Grantee shall have at least twenty-one (21) calendar days from receipt of this Agreement to consider whether to execute and deliver it (“Consideration Period”), but Grantee may voluntarily choose to execute this Agreement before the end of the twenty-one (21) day period. In the event Grantee chooses to sign this Agreement prior to the expiration of the Consideration Period, Grantee represents that Grantee is knowingly and voluntarily waiving the remainder of the Consideration Period. The parties agrees that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Period.
b. Revocation Period. Grantee understands that Grantee has seven (7) calendar days following Grantee’s execution and delivery of this Agreement to revoke it in writing, and that the general release provisions set forth in Paragraph 1 of this Agreement, as well as Grantee’s right to retain the Transition Compensation, will not be effective or enforceable until after this seven (7) day period has expired without revocation. If Grantee wishes to revoke this Agreement after signing and delivering it, Grantee must provide written notice of Grantee’s decision to revoke the Agreement to the Company, Attention: Sara H. Vogt-Lowell, Chief Legal Officer, 23975 Park Sorrento, Suite 300, Calabasas, California 91302, by no later than 12:01 a.m. on the eighth (8th) calendar day after the date by which Grantee has signed and delivered this Agreement (the “Revocation Deadline”). For the avoidance of doubt, if Grantee timely revokes this Agreement, the Grantee shall forfeit the Transition Compensation.
10. Non-Solicitation and Non-Competition.
a. Non-Solicitation. From the date of this Agreement until twenty-four (24) months after the Retirement Date, Grantee shall not, directly or indirectly, other than as an employee or consultant of and for the benefit of the Company or its affiliates, solicit, entice, persuade, or induce any individual who is employed by the Company or its affiliates or engaged by the Company or its affiliates as a consultant or advisor or similar role (or who was so employed or engaged within six (6) months prior to the Retirement Date) to terminate or refrain from continuing such employment or engagement.
b. Non-Competition. From the date of this Agreement until twelve (12) months following the Retirement Date, Grantee shall not directly or indirectly (i) have any equity interest in any Competing Business, or (ii) manage, operate, control, work for, provide services to, be employed by, advise, assist, or take similar action in connection with a Competing Business, where Grantee’s position or service is of the same or similar nature as the work Grantee performs for the Company. For purposes of this
Agreement, “Competing Business” shall mean a person or entity whose primary and principal business activity is the ownership, management, leasing, acquisition, renovation and/or development of single-family homes for rent in the United States. Notwithstanding the foregoing, Grantee may own, as a passive investor, securities of any publicly-traded entity, so long as Grantee’s direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity and you are not a controlling person of, or a member of a group that controls, such entity.
11. Internal Revenue Code Section 409A. The parties intend to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). All payments under this Agreement are intended to either be exempt from or comply with the requirements of Section 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. The parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, penalty or interest under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to Grantee hereunder. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, the Company shall not make any deductions for money or property that Grantee owes to the Company, offset or otherwise reduce any sums that may be due or become payable to or for the account of Grantee with respect to any arrangements other than pursuant to the terms of this Agreement, from amounts that constitute deferred compensation for purposes of Section 409A and except as required by law. Grantee’s right to any deferred compensation, as defined under Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In no event shall the Company be liable for any penalties, costs, damages, levies or taxes imposed on Grantee pursuant to Section 409A.
12. Execution. Grantee understands and agrees that this Agreement shall be null and void and have no legal or binding effect whatsoever if Grantee fails to sign and deliver this Agreement, or if Grantee signs and delivers but then timely revokes the Agreement before the Revocation Deadline; provided that in the event the Grantee revokes this Agreement the Grantee shall remain subject to the obligation to return the Transition Compensation.
13. No Interference with Rights. Grantee understands that this Agreement does not apply to (a) any claims or rights that may arise after the date that Grantee signed this Agreement, (b) any vested rights under the Company’s benefit plans as applicable on the date Grantee signed this Agreement, and (d) any claims that the controlling law clearly states may not be released by private agreement. Moreover, nothing in this Agreement (including but not limited to the release of claims, the promise not to sue, the confidentiality obligations, and the return of property provision) (i) limits or affects Grantee’s right to challenge the validity of this Agreement under the ADEA, (ii) precludes Grantee from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices regarding Employer, its agents, or Grantees, when Grantee has been required or requested to do so pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, or (iii) prevents Grantee from communicating with, filing a charge or complaint with, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, Securities and Exchange Commission, or any other federal, state or local agency or entity or self-regulatory organization charged with the enforcement of any laws, or to cooperate with such agency or entity or organization, without notice to the Company and including providing documents or any other information (and to receive a whistleblower award provided by law for providing such information), although by signing this Agreement, Grantee is waiving Grantee’s right to recover any individual relief (including any backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Grantee or on Grantee’s behalf by any third party, except for any right Grantee may have to receive a payment or award from a government agency (and not the Employer) for information provided to the government agency. Notwithstanding Grantee’s confidentiality and non-disclosure obligations in this Agreement and otherwise, Grantee understands that as provided by the federal Defend Trade Secrets Act, Grantee will not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
BY SIGNING THIS AGREEMENT, GRANTEE REPRESENTS AND WARRANTS THAT GRANTEE HAS FULL LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT, GRANTEE HAS CAREFULLY READ AND UNDERSTANDS THIS
AGREEMENT IN ITS ENTIRETY, HAS HAD A FULL OPPORTUNITY TO REVIEW THIS AGREEMENT WITH AN ATTORNEY OF GRANTEE’S CHOOSING, AND HAS EXECUTED THIS AGREEMENT VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE.
Exhibit 31.1
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
I, David P. Singelyn, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of American Homes 4 Rent;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ David P. Singelyn | |||||
| David P. Singelyn | |||||
| Chief Executive Officer | |||||
| May 3, 2024 | |||||
Exhibit 31.2
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
I, Christopher C. Lau, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of American Homes 4 Rent;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ Christopher C. Lau | |||||
| Christopher C. Lau | |||||
| Chief Financial Officer and Senior Executive Vice President | |||||
| May 3, 2024 | |||||
Exhibit 31.3
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
I, David P. Singelyn, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of American Homes 4 Rent, L.P.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ David P. Singelyn | |||||
| David P. Singelyn | |||||
| Chief Executive Officer | |||||
| American Homes 4 Rent, general partner of American Homes 4 Rent, L.P. | |||||
| May 3, 2024 | |||||
Exhibit 31.4
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended
I, Christopher C. Lau, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of American Homes 4 Rent, L.P.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ Christopher C. Lau | |||||
| Christopher C. Lau | |||||
| Chief Financial Officer and Senior Executive Vice President | |||||
| American Homes 4 Rent, general partner of American Homes 4 Rent, L.P. | |||||
| May 3, 2024 | |||||
Exhibit 32.1
Certification Pursuant to
18 U.S.C. Section 1350
In connection with the Quarterly Report on Form 10-Q of American Homes 4 Rent (the “Company”) for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David P. Singelyn, as Chief Executive Officer and Christopher C. Lau, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ David P. Singelyn | |||||
| David P. Singelyn | |||||
| Chief Executive Officer | |||||
| /s/ Christopher C. Lau | |||||
| Christopher C. Lau | |||||
| Chief Financial Officer and Senior Executive Vice President | |||||
May 3, 2024
This certification accompanies the Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by §906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company, and will be retained and furnished to the SEC or its staff upon request.
Exhibit 32.2
Certification Pursuant to
18 U.S.C. Section 1350
In connection with the Quarterly Report on Form 10-Q of American Homes 4 Rent, L.P. (the “Operating Partnership”) for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David P. Singelyn, as Chief Executive Officer and Christopher C. Lau, as Chief Financial Officer of American Homes 4 Rent, its general partner, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
| /s/ David P. Singelyn | |||||
| David P. Singelyn | |||||
| Chief Executive Officer | |||||
| American Homes 4 Rent, general partner of American Homes 4 Rent, L.P. | |||||
| /s/ Christopher C. Lau | |||||
| Christopher C. Lau | |||||
| Chief Financial Officer and Senior Executive Vice President | |||||
| American Homes 4 Rent, general partner of American Homes 4 Rent, L.P. | |||||
May 3, 2024
This certification accompanies the Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Operating Partnership for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by §906 of the Sarbanes-Oxley Act of 2002 has been provided to the Operating Partnership, and will be retained and furnished to the SEC or its staff upon request.