Quarterly Report (10-q)

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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, 2022


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 001-36013 (American Homes 4 Rent)

Commission File Number: 333-221878-02 (American Homes 4 Rent, L.P.)

AMERICAN HOMES 4 RENT

AMERICAN HOMES 4 RENT, L.P.

(Exact name of registrant as specified in its charter)


American Homes 4 Rent	Maryland	46-1229660
American Homes 4 Rent, L.P.	Delaware	80-0860173
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

23975 Park Sorrento, Suite 300

Calabasas, California 91302

(Address of principal executive offices) (Zip Code)

(805) 413-5300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbols

Name of each exchange on which registered

Class A common shares of beneficial interest, $.01 par value

AMH

New York Stock Exchange

Series G perpetual preferred shares of beneficial interest, $.01 par value

AMH-G

New York Stock Exchange

Series H perpetual preferred shares of beneficial interest, $.01 par value

AMH-H

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

American Homes 4 Rent ☒ Yes ☐ No American Homes 4 Rent, L.P. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

American Homes 4 Rent ☒ Yes ☐ No American Homes 4 Rent, L.P. ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

American Homes 4 Rent

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

American Homes 4 Rent, L.P.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

American Homes 4 Rent ☐ American Homes 4 Rent, L.P. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

American Homes 4 Rent ☐ Yes ☒ No American Homes 4 Rent, L.P. ☐ Yes ☒ No

There were 347,657,888 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 4, 2022.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2022 of American Homes 4 Rent and American Homes 4 Rent, L.P. Unless stated otherwise or the context otherwise requires, references to “AH4R” or the “General Partner” mean American Homes 4 Rent, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” or the “OP” mean American Homes 4 Rent, L.P., a Delaware limited partnership, and its subsidiaries taken as a whole. References to the “Company,” “we,” “our” and “us” mean collectively AH4R, the Operating Partnership and those entities/subsidiaries owned or controlled by AH4R and/or the Operating Partnership.

The Company believes that combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report provides the following benefits:

•enhances investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and

•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between AH4R and the Operating Partnership in the context of how AH4R and the Operating Partnership operate as a consolidated company. AH4R’s primary function is acting as the general partner of the Operating Partnership. The only material asset of AH4R is its partnership interest in the Operating Partnership. As a result, AH4R generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. AH4R itself is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures, either directly or through its subsidiaries, conducts the operations of the Company’s business and is structured as a limited partnership with no publicly traded equity. One difference between the Company and the Operating Partnership is $25.7 million of asset-backed securitization certificates issued by the Operating Partnership and purchased by AH4R. The asset-backed securitization certificates are recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership. AH4R contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, AH4R receives Operating Partnership units (“OP units”) equal to the number of shares it has issued in the equity offering. Based on the terms of the Agreement of Limited Partnership of the Operating Partnership, as amended, OP units can be exchanged for shares on a one-for-one basis. Except for net proceeds from equity issuances by AH4R, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of OP units.

Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partnership interests in the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements and as noncontrolling interests in the Company’s financial statements. The differences between shareholders’ equity and partners’ capital result from differences in the equity and capital issued at the Company and Operating Partnership levels.

To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of each entity’s debt, noncontrolling interests and shareholders’ equity or partners’ capital, as applicable; and a combined Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” section that includes discrete information related to each entity.

This report also includes separate Part I, “Item 4. Controls and Procedures” sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the

Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.

American Homes 4 Rent

American Homes 4 Rent, L.P.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	American Homes 4 Rent
	Condensed Consolidated Balance Sheets as of March 3 1 , 202 2 and December 31, 20 21	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021	2
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 3 1 , 202 2 and 20 21	3
	Condensed Consolidated Statements of Equity for the three months ended March 3 1 , 202 2 and 20 21	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 2 and 202 1	6
	American Homes 4 Rent, L.P.
	Condensed Consolidated Balance Sheets as of March 3 1 , 202 2 and December 31, 20 21	8
	Condensed Consolidated Statements of Operations for the three months ended March 3 1 , 202 2 and 202 1	9
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 3 1 , 202 2 and 202 1	10
	Condensed Consolidated Statements of Capital for the three months ended March 3 1 , 202 2 and 202 1	11
	Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 2 and 202 1	13
	American Homes 4 Rent and American Homes 4 Rent, L.P.
	Notes to Unaudited Condensed Consolidated Financial Statements	15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	44

	Signatures	46

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, 2021 (the “2021 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.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

American Homes 4 Rent

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share data)


	March 31, 2022		December 31, 2021
	(Unaudited)
Assets
Single-family properties:
Land	$	2,122,442	$	2,062,039
Buildings and improvements	9,583,889		9,258,387
Single-family properties in operation	11,706,331		11,320,426
Less: accumulated depreciation	(2,148,145)		(2,072,933)
Single-family properties in operation, net	9,558,186		9,247,493
Single-family properties under development and development land	972,034		882,159
Single-family properties held for sale, net	140,627		114,907
Total real estate assets, net	10,670,847		10,244,559
Cash and cash equivalents	56,626		48,198
Restricted cash	150,354		143,569
Rent and other receivables	43,869		41,587
Escrow deposits, prepaid expenses and other assets	263,883		216,625
Investments in unconsolidated joint ventures	109,861		121,950
Asset-backed securitization certificates	25,666		25,666
Goodwill	120,279		120,279
Total assets	$	11,441,385	$	10,962,433

Liabilities
Revolving credit facility	$	410,000	$	350,000
Asset-backed securitizations, net	1,903,715		1,908,346
Unsecured senior notes, net	1,622,806		1,622,132
Accounts payable and accrued expenses	394,085		343,526

Total liabilities	4,330,606		4,224,004

Commitments and contingencies (see Note 15)

Equity
Shareholders’ equity:
Class A common shares ($0.01 par value per share, 450,000,000 shares authorized, 347,642,888 and 337,362,716 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively)	3,476		3,374
Class B common shares ($0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at March 31, 2022 and December 31, 2021)	6		6
Preferred shares ($0.01 par value per share, 100,000,000 shares authorized, 15,400,000 shares issued and outstanding at March 31, 2022 and December 31, 2021)	154		154
Additional paid-in capital	6,873,257		6,492,933
Accumulated deficit	(445,709)		(438,710)
Accumulated other comprehensive income	1,698		1,814
Total shareholders’ equity	6,432,882		6,059,571
Noncontrolling interest	677,897		678,858
Total equity	7,110,779		6,738,429

Total liabilities and equity	$	11,441,385	$	10,962,433

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

American Homes 4 Rent

Condensed Consolidated Statements of Operations

(Amounts in thousands, except share and per share data)

(Unaudited)


	For the Three Months Ended March 31,
	2022		2021
Rents and other single-family property revenues	$	356,105	$	312,573

Expenses:
Property operating expenses	133,643		118,694
Property management expenses	26,034		23,699
General and administrative expense	17,282		15,205
Interest expense	27,567		28,005
Acquisition and other transaction costs	5,974		4,846
Depreciation and amortization	99,954		90,071

Total expenses	310,454		280,520

Gain on sale and impairment of single-family properties and other, net	22,044		16,069

Other income and expense, net	2,319		799

Net income	70,014		48,921

Noncontrolling interest	8,312		4,925
Dividends on preferred shares	5,763		13,782


Net income attributable to common shareholders	$	55,939	$	30,214

Weighted-average common shares outstanding:
Basic	345,742,526		316,982,460
Diluted	346,480,823		317,441,397

Net income attributable to common shareholders per share:
Basic	$	0.16	$	0.10
Diluted	$	0.16	$	0.09

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

American Homes 4 Rent

Condensed Consolidated Statements of Comprehensive Income

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2022		2021
Net income	$	70,014	$	48,921
Other comprehensive (loss) income:
Cash flow hedging instruments:
Unrealized gain on cash flow hedging instrument	—		9,230
Reclassification adjustment for amortization of interest expense included in net income	(141)		(241)
Other comprehensive (loss) income	(141)		8,989
Comprehensive income	69,873		57,910
Comprehensive income attributable to noncontrolling interests	8,287		6,185
Dividends on preferred shares	5,763		13,782

Comprehensive income attributable to common shareholders	$	55,823	$	37,943

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

American Homes 4 Rent

Condensed Consolidated Statements of Equity

(Amounts in thousands, except share and per share data)

(Unaudited)


	Class A common shares			Class B common shares			Preferred shares
	Number of shares	Amount		Number of shares	Amount		Number of shares	Amount		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Shareholders’ equity		Noncontrolling interest		Total equity
Balances at December 31, 2020	316,021,385	$	3,160	635,075	$	6	35,350,000	$	354	$	6,223,256	$	(443,522)	$	5,840	$	5,789,094	$	683,336	$	6,472,430
Share-based compensation	—	—		—	—		—	—		8,110		—		—		8,110		—		8,110
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes	246,425	2		—	—		—	—		(1,523)		—		—		(1,521)		—		(1,521)
Redemptions of Class A units	350,000	4		—	—		—	—		4,613		—		7		4,624		(4,624)		—
Distributions to equity holders:
Preferred shares (Note 10)	—	—		—	—		—	—		—		(13,782)		—		(13,782)		—		(13,782)
Noncontrolling interests	—	—		—	—		—	—		—		—		—		—		(5,172)		(5,172)
Common shares ($0.10 per share)	—	—		—	—		—	—		—		(31,795)		—		(31,795)		—		(31,795)
Net income	—	—		—	—		—	—		—		43,996		—		43,996		4,925		48,921
Total other comprehensive income	—	—		—	—		—	—		—		—		7,729		7,729		1,260		8,989
Balances at March 31, 2021	316,617,810	$	3,166	635,075	$	6	35,350,000	$	354	$	6,234,456	$	(445,103)	$	13,576	$	5,806,455	$	679,725	$	6,486,180

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, 2021	337,362,716	$	3,374	635,075	$	6	15,400,000	$	154	$	6,492,933	$	(438,710)	$	1,814	$	6,059,571	$	678,858	$	6,738,429
Share-based compensation	—	—		—	—		—	—		7,405		—		—		7,405		—		7,405
Common stock issued under share-based compensation plans, net of shares withheld for employee taxes	280,172	2		—	—		—	—		(2,621)		—		—		(2,619)		—		(2,619)
Issuance of Class A common shares, net of offering costs of $200	10,000,000	100		—	—		—	—		375,540		—		—		375,640		—		375,640

Distributions to equity holders:
Preferred shares (Note 10)	—	—		—	—		—	—		—		(5,763)		—		(5,763)		—		(5,763)
Noncontrolling interests	—	—		—	—		—	—		—		—		—		—		(9,248)		(9,248)
Common shares ($0.18 per share)	—	—		—	—		—	—		—		(62,938)		—		(62,938)		—		(62,938)

Net income	—	—		—	—		—	—		—		61,702		—		61,702		8,312		70,014
Total other comprehensive loss	—	—		—	—		—	—		—		—		(116)		(116)		(25)		(141)
Balances at March 31, 2022	347,642,888	$	3,476	635,075	$	6	15,400,000	$	154	$	6,873,257	$	(445,709)	$	1,698	$	6,432,882	$	677,897	$	7,110,779

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

American Homes 4 Rent

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2022		2021
Operating activities
Net income	$	70,014	$	48,921
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	99,954		90,071
Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments	2,453		1,829
Noncash share-based compensation	7,405		8,110


Equity in net income of unconsolidated joint ventures	(1,478)		(366)
Return on investment from unconsolidated joint ventures	2,598		—
Gain on sale and impairment of single-family properties and other, net	(22,044)		(16,069)

Other changes in operating assets and liabilities:
Rent and other receivables	(3,811)		(8,170)
Prepaid expenses and other assets	(6,530)		5,742
Deferred leasing costs	(535)		(975)
Accounts payable and accrued expenses	11,245		23,242
Amounts due from related parties	(529)		(338)
Net cash provided by operating activities	158,742		151,997

Investing activities
Cash paid for single-family properties	(288,719)		(82,118)
Change in escrow deposits for purchase of single-family properties	6,235		(5,341)
Net proceeds received from sales of single-family properties and other	51,407		46,304
Proceeds received from storm-related insurance claims	1,529		—
Payments received on notes for sale of properties	402		—
Investment in unconsolidated joint ventures	(5,294)		(7,990)
Distributions from joint ventures	22,587		25,893
Renovations to single-family properties	(21,721)		(9,069)
Recurring and other capital expenditures for single-family properties	(24,185)		(26,033)
Cash paid for development activity	(244,621)		(141,618)
Other purchases of productive assets	(10,384)		(8,258)
Net cash used for investing activities	(512,764)		(208,230)

Financing activities
Proceeds from issuance of Class A common shares	375,840		—
Payments of Class A common share issuance costs	(200)		—




Proceeds from issuances under share-based compensation plans	1,439		1,121
Payments related to tax withholding for share-based compensation	(4,058)		(2,642)

Payments on asset-backed securitizations	(5,876)		(6,118)
Proceeds from revolving credit facility	420,000		80,000
Payments on revolving credit facility	(360,000)		—



Proceeds from liabilities related to consolidated land not owned	19,794		—
Distributions to noncontrolling interests	(9,306)		(7,758)
Distributions to common shareholders	(62,635)		(47,561)
Distributions to preferred shareholders	(5,763)		(13,782)

Net cash provided by financing activities	369,235		3,260

Net increase (decrease) in cash, cash equivalents and restricted cash	15,213		(52,973)
Cash, cash equivalents and restricted cash, beginning of period (see Note 3)	191,767		265,077
Cash, cash equivalents and restricted cash, end of period (see Note 3)	$	206,980	$	212,104

American Homes 4 Rent

Condensed Consolidated Statements of Cash Flows (continued)

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2022		2021
Supplemental cash flow information
Cash payments for interest, net of amounts capitalized	$	(40,871)	$	(36,388)

Supplemental schedule of noncash investing and financing activities
Accrued property renovations and development expenditures	$	57,500	$	31,854
Transfers of completed homebuilding deliveries to properties	112,911		72,862
Property and land contributions to unconsolidated joint ventures	(10,605)		(23,835)
Property and land distributions from unconsolidated joint ventures	8,397		—
Unrealized gain on cash flow hedging instrument	—		9,230
Noncash right-of-use assets obtained in exchange for operating lease liabilities	746		537

Accrued distributions to non-affiliates	303		105

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

American Homes 4 Rent, L.P.

Condensed Consolidated Balance Sheets

(Amounts in thousands, except unit data)


	March 31, 2022		December 31, 2021
	(Unaudited)
Assets
Single-family properties:
Land	$	2,122,442	$	2,062,039
Buildings and improvements	9,583,889		9,258,387
Single-family properties in operation	11,706,331		11,320,426
Less: accumulated depreciation	(2,148,145)		(2,072,933)
Single-family properties in operation, net	9,558,186		9,247,493
Single-family properties under development and development land	972,034		882,159
Single-family properties held for sale, net	140,627		114,907
Total real estate assets, net	10,670,847		10,244,559
Cash and cash equivalents	56,626		48,198
Restricted cash	150,354		143,569
Rent and other receivables	43,869		41,587
Escrow deposits, prepaid expenses and other assets	263,883		216,625
Investments in unconsolidated joint ventures	109,861		121,950
Amounts due from affiliates	25,666		25,666
Goodwill	120,279		120,279
Total assets	$	11,441,385	$	10,962,433

Liabilities
Revolving credit facility	$	410,000	$	350,000
Asset-backed securitizations, net	1,903,715		1,908,346
Unsecured senior notes, net	1,622,806		1,622,132
Accounts payable and accrued expenses	394,085		343,526

Total liabilities	4,330,606		4,224,004

Commitments and contingencies (see Note 15)

Capital
Partners’ capital:
General partner:
Common units (348,277,963 and 337,997,791 units issued and outstanding at March 31, 2022 and December 31, 2021, respectively)	6,059,620		5,686,193
Preferred units (15,400,000 units issued and outstanding at March 31, 2022 and December 31, 2021)	371,564		371,564
Limited partner:
Common units (51,376,980 units issued and outstanding at March 31, 2022 and December 31, 2021)	677,646		678,582
Accumulated other comprehensive income	1,949		2,090
Total capital	7,110,779		6,738,429

Total liabilities and capital	$	11,441,385	$	10,962,433

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

American Homes 4 Rent, L.P.

Condensed Consolidated Statements of Operations

(Amounts in thousands, except unit and per unit data)

(Unaudited)


	For the Three Months Ended March 31,
	2022		2021
Rents and other single-family property revenues	$	356,105	$	312,573

Expenses:
Property operating expenses	133,643		118,694
Property management expenses	26,034		23,699
General and administrative expense	17,282		15,205
Interest expense	27,567		28,005
Acquisition and other transaction costs	5,974		4,846
Depreciation and amortization	99,954		90,071

Total expenses	310,454		280,520

Gain on sale and impairment of single-family properties and other, net	22,044		16,069

Other income and expense, net	2,319		799

Net income	70,014		48,921


Preferred distributions	5,763		13,782


Net income attributable to common unitholders	$	64,251	$	35,139

Weighted-average common units outstanding:
Basic	397,119,506		368,647,217
Diluted	397,857,803		369,106,154

Net income attributable to common unitholders per unit:
Basic	$	0.16	$	0.10
Diluted	$	0.16	$	0.09

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

American Homes 4 Rent, L.P.

Condensed Consolidated Statements of Comprehensive Income

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2022		2021
Net income	$	70,014	$	48,921
Other comprehensive (loss) income:
Cash flow hedging instruments:
Unrealized gain on cash flow hedging instrument	—		9,230
Reclassification adjustment for amortization of interest expense included in net income	(141)		(241)
Other comprehensive (loss) income	(141)		8,989
Comprehensive income	69,873		57,910

Preferred distributions	5,763		13,782

Comprehensive income attributable to common unitholders	$	64,110	$	44,128

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

American Homes 4 Rent, L.P.

Condensed Consolidated Statements of Capital

(Amounts in thousands, except unit and per unit data)

(Unaudited)


	General Partner					Limited Partners			Accumulated other comprehensive income		Total capital
	Common capital			Preferred capital amount		Common capital
	Number of units	Amount				Number of units	Amount
Balances at December 31, 2020	316,656,460	$	4,928,819	$	854,435	51,726,980	$	682,316	$	6,860	$	6,472,430
Share-based compensation	—	8,110		—		—	—		—		8,110
Common units issued under share-based compensation plans, net of units withheld for employee taxes	246,425	(1,521)		—		—	—		—		(1,521)
Redemptions of Class A units	350,000	4,617		—		(350,000)	(4,617)		—		—
Distributions to capital holders:
Preferred units (Note 10)	—	—		(13,782)		—	—		—		(13,782)
Common units ($0.10 per unit)	—	(31,795)		—		—	(5,172)		—		(36,967)

Net income	—	30,214		13,782		—	4,925		—		48,921
Total other comprehensive income	—	—		—		—	—		8,989		8,989
Balances at March 31, 2021	317,252,885	$	4,938,444	$	854,435	51,376,980	$	677,452	$	15,849	$	6,486,180

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, 2021	337,997,791	$	5,686,193	$	371,564	51,376,980	$	678,582	$	2,090	$	6,738,429
Share-based compensation	—	7,405		—		—	—		—		7,405
Common units issued under share-based compensation plans, net of units withheld for employee taxes	280,172	(2,619)		—		—	—		—		(2,619)
Issuance of Class A common units, net of offering costs of $200	10,000,000	375,640		—		—	—		—		375,640

Distributions to capital holders:
Preferred units (Note 10)	—	—		(5,763)		—	—		—		(5,763)
Common units ($0.18 per unit)	—	(62,938)		—		—	(9,248)		—		(72,186)
Net income	—	55,939		5,763		—	8,312		—		70,014
Total other comprehensive loss	—	—		—		—	—		(141)		(141)
Balances at March 31, 2022	348,277,963	$	6,059,620	$	371,564	51,376,980	$	677,646	$	1,949	$	7,110,779

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

American Homes 4 Rent, L.P.

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2022		2021
Operating activities
Net income	$	70,014	$	48,921
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	99,954		90,071
Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments	2,453		1,829
Noncash share-based compensation	7,405		8,110



Equity in net income of unconsolidated joint ventures	(1,478)		(366)
Return on investment from unconsolidated joint ventures	2,598		—
Gain on sale and impairment of single-family properties and other, net	(22,044)		(16,069)

Other changes in operating assets and liabilities:
Rent and other receivables	(3,811)		(8,170)
Prepaid expenses and other assets	(6,530)		5,742
Deferred leasing costs	(535)		(975)
Accounts payable and accrued expenses	11,245		23,242
Amounts due from related parties	(529)		(338)
Net cash provided by operating activities	158,742		151,997

Investing activities
Cash paid for single-family properties	(288,719)		(82,118)
Change in escrow deposits for purchase of single-family properties	6,235		(5,341)
Net proceeds received from sales of single-family properties and other	51,407		46,304
Proceeds received from storm-related insurance claims	1,529		—
Payments received on notes for sale of properties	402		—
Investment in unconsolidated joint ventures	(5,294)		(7,990)
Distributions from joint ventures	22,587		25,893
Renovations to single-family properties	(21,721)		(9,069)
Recurring and other capital expenditures for single-family properties	(24,185)		(26,033)
Cash paid for development activity	(244,621)		(141,618)
Other purchases of productive assets	(10,384)		(8,258)
Net cash used for investing activities	(512,764)		(208,230)

Financing activities
Proceeds from issuance of Class A common units	375,840		—
Payments of Class A common unit issuance costs	(200)		—




Proceeds from issuances under share-based compensation plans	1,439		1,121
Payments related to tax withholding for share-based compensation	(4,058)		(2,642)


Payments on asset-backed securitizations	(5,876)		(6,118)
Proceeds from revolving credit facility	420,000		80,000
Payments on revolving credit facility	(360,000)		—
Proceeds from liabilities related to consolidated land not owned	19,794		—



Distributions to common unitholders	(71,941)		(55,319)
Distributions to preferred unitholders	(5,763)		(13,782)

Net cash provided by financing activities	369,235		3,260

Net increase (decrease) increase in cash, cash equivalents and restricted cash	15,213		(52,973)
Cash, cash equivalents and restricted cash, beginning of period (see Note 3)	191,767		265,077
Cash, cash equivalents and restricted cash, end of period (see Note 3)	$	206,980	$	212,104

American Homes 4 Rent, L.P.

Condensed Consolidated Statements of Cash Flows (continued)

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2022		2021
Supplemental cash flow information
Cash payments for interest, net of amounts capitalized	$	(40,871)	$	(36,388)

Supplemental schedule of noncash investing and financing activities
Accrued property renovations and development expenditures	$	57,500	$	31,854
Transfers of completed homebuilding deliveries to properties	112,911		72,862
Property and land contributions to unconsolidated joint ventures	(10,605)		(23,835)
Property and land distributions from unconsolidated joint ventures	8,397		—
Unrealized gain on cash flow hedging instrument	—		9,230
Noncash right-of-use assets obtained in exchange for operating lease liabilities	746		537

Accrued distributions to non-affiliates	303		105

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

American Homes 4 Rent

American Homes 4 Rent, L.P.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Organization and Operations

American Homes 4 Rent (“AH4R” or “General Partner”) is a Maryland real estate investment trust (“REIT”) formed on October 19, 2012 for the purpose of acquiring, developing, renovating, leasing and operating single-family homes as rental properties. American Homes 4 Rent, L.P., a Delaware limited partnership formed on October 22, 2012, and its consolidated subsidiaries (collectively, the “Operating Partnership” or the “OP”) is the entity through which the Company conducts substantially all of its business and owns, directly or through subsidiaries, substantially all of its assets. References to the “Company,” “we,” “our” and “us” mean collectively AH4R, the Operating Partnership and those entities/subsidiaries owned or controlled by AH4R and/or the Operating Partnership. As of March 31, 2022, the Company held 57,984 single-family properties in 22 states, including 855 properties classified as held for sale.

AH4R is the general partner of, and as of March 31, 2022 owned approximately 87.1% of the common partnership interest in, the Operating Partnership. The remaining 12.9% of the common partnership interest was owned by limited partners. As the sole general partner of the Operating Partnership, AH4R has exclusive control of the Operating Partnership’s day-to-day management. The Company’s management operates AH4R and the Operating Partnership as one business, and the management of AH4R consists of the same members as the management of the Operating Partnership. AH4R’s primary function is acting as the general partner of the Operating Partnership. The only material asset of AH4R is its partnership interest in the Operating Partnership. As a result, AH4R generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. AH4R itself is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures, either directly or through its subsidiaries, conducts the operations of the Company’s business and is structured as a limited partnership with no publicly traded equity. One difference between the Company and the Operating Partnership is $25.7 million of asset-backed securitization certificates issued by the Operating Partnership and purchased by AH4R. The asset-backed securitization certificates are recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership. AH4R contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, AH4R receives Operating Partnership units (“OP units”) equal to the number of shares it has issued in the equity offering. Based on the terms of the Agreement of Limited Partnership of the Operating Partnership, as amended, OP units can be exchanged for shares on a one-for-one basis. Except for net proceeds from equity issuances by AH4R, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of OP units.

Note 2. Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and present the accounts of both the Company, which include AH4R, the Operating Partnership and their consolidated subsidiaries, as well as the Operating Partnership, which include the Operating Partnership and its consolidated subsidiaries. Intercompany accounts and transactions have been eliminated.

The Company consolidates real estate partnerships and other entities that are not variable interest entities (“VIEs”) 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 but does not consolidate are accounted for under the equity method of accounting as an investment in an unconsolidated entity and are included in investments in unconsolidated joint ventures within the condensed consolidated balance sheets.

The 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 an investment in a limited partnership and a deposit with a land banking entity, both of which were determined to be VIEs for which the Company was deemed not to be the primary beneficiary. Because the Company does not have controlling financial interests, the investment in the limited partnership is accounted for under the equity method of accounting, and the deposit with the land banking entity is held at cost. The Company’s maximum exposure to loss is limited to the carrying values included in escrow deposits, prepaid expenses and other assets within the condensed consolidated balance sheets.

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission

(“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Any references in this report to the number of properties is outside the scope of our independent registered public accounting firm’s review of our financial statements, in accordance with the standards of the Public Company Accounting Oversight Board. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair statement of the condensed consolidated financial statements for the interim periods have been made. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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,
	2022		2021		2021		2020
Cash and cash equivalents	$	56,626	$	75,237	$	48,198	$	137,060
Restricted cash	150,354		136,867		143,569		128,017
Total cash, cash equivalents and restricted cash	$	206,980	$	212,104	$	191,767	$	265,077

Note 4. Real Estate Assets, Net

The net book values of real estate assets consisted of the following as of March 31, 2022 and December 31, 2021 (amounts in thousands):


	March 31, 2022		December 31, 2021
Occupied single-family properties	$	8,814,850	$	8,522,080
Single-family properties leased, not yet occupied	110,242		77,221
Single-family properties in turnover process	180,864		184,170
Single-family properties recently renovated or developed	137,759		126,379
Single-family properties newly acquired and under renovation	314,471		337,643
Single-family properties in operation, net	9,558,186		9,247,493
Development land	612,237		549,653
Single-family properties under development	359,797		332,506
Single-family properties held for sale, net	140,627		114,907
Total real estate assets, net	$	10,670,847	$	10,244,559

Depreciation expense related to single-family properties was $96.2 million and $86.3 million for the three months ended March 31, 2022 and 2021, respectively.

The following table summarizes the Company’s dispositions of single-family properties and land for the three months ended March 31, 2022 and 2021 (amounts in thousands, except property data):


	For the Three Months Ended March 31,
	2022		2021
Single-family properties:
Properties sold	169		180
Net proceeds (1)	$	50,259	$	46,040
Net gain on sale	$	24,545	$	15,350
Land:
Net proceeds	$	1,148	$	264
Net gain (loss) on sale	$	278	$	(77)

(1)Net proceeds are net of deductions for working capital prorations.

Note 5. Rent and Other Receivables

Included in rents and other single-family property revenues are variable lease payments for tenant charge-backs, which primarily relate to cost recoveries on utilities, and variable lease payments for fees from single-family properties. Variable lease payments for tenant charge-backs were $52.3 million and $45.8 million for the three months ended March 31, 2022 and 2021, respectively. Variable lease payments for fees from single-family properties were $6.1 million and $5.2 million for the three months ended March 31, 2022 and 2021.

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, 2022 (amounts in thousands):


	March 31, 2022
Remaining 2022	$	570,546
2023	123,025
2024	5,274
2025	2


Total	$	698,847

As of March 31, 2022 and December 31, 2021, rent and other receivables included $0.3 million and $1.9 million, respectively, of insurance claims receivables related to storm damages.

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, 2022 and December 31, 2021 (amounts in thousands):


	March 31, 2022		December 31, 2021
Escrow deposits, prepaid expenses and other	$	96,145	$	88,414
Commercial real estate, software, vehicles and FF&E, net	63,438		62,462
Consolidated land not owned	39,714		—
Notes receivable, net	35,062		35,346
Operating lease ROU assets	17,300		17,269
Deferred costs and other intangibles, net	12,224		13,134
Total	$	263,883	$	216,625

Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $3.0 million and $2.8 million for the three months ended March 31, 2022 and 2021, respectively.

Consolidated Land Not Owned

During the first quarter of 2022, the Company entered into a land option contract whereby it sold land to a third party with an option to repurchase finished lots on a predetermined schedule. Because of our option to repurchase the finished lots, in accordance with ASC 606-10-55-70, we accounted for this transaction as a financing arrangement rather than a sale. Consolidated land not owned is included in escrow deposits, prepaid expenses and other assets and the liability for consolidated land not owned, which represents proceeds received from the third party net of our deposit on the optioned land, is included in accounts payable and accrued expenses in the condensed consolidated balance sheets (see Note 9. Accounts Payable and Accrued Expenses).

Deferred Costs and Other Intangibles, Net

Deferred costs and other intangibles, net, consisted of the following as of March 31, 2022 and December 31, 2021 (amounts in thousands):


	March 31, 2022		December 31, 2021
Deferred leasing costs	$	2,690	$	3,090
Deferred financing costs	22,491		22,491

	25,181		25,581
Less: accumulated amortization	(12,957)		(12,447)
Total	$	12,224	$	13,134

Amortization expense related to deferred leasing costs was $0.8 million and $1.0 million for the three months ended March 31, 2022 and 2021, respectively, and was included in depreciation and amortization within the condensed consolidated statements of operations. Amortization of deferred financing costs that relate to our revolving credit facility was $0.7 million and $0.5 million for the three months ended March 31, 2022 and 2021, respectively, and was included in gross interest, prior to interest capitalization (see Note 8. Debt).

The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of March 31, 2022 for future periods (amounts in thousands):


	Deferred Leasing Costs		Deferred Financing Costs		Total
Remaining 2022	$	1,171	$	2,051	$	3,222
2023	44		2,722		2,766
2024	—		2,730		2,730
2025	—		2,722		2,722
2026	—		784		784

Total	$	1,215	$	11,009	$	12,224

Note 7. Investments in Unconsolidated Joint Ventures

As of March 31, 2022, the Company held 20% ownership interests in three unconsolidated joint ventures. In evaluating the Company’s 20% ownership interests in these joint ventures, we concluded that the joint ventures are not VIEs after applying the variable interest model and, therefore, we account for our interests in the joint ventures as investments in unconsolidated subsidiaries after applying the voting interest model using the equity method of accounting. Equity in net income (losses) of unconsolidated joint ventures is included in other income and expense, net within the condensed consolidated statements of operations.

The Company entered into a joint venture with (i) the Alaska Permanent Fund Corporation (the “Alaska JV”) during the second quarter of 2014 to invest in homes acquired through traditional acquisition channels, (ii) another leading institutional investor (the “Institutional Investor JV”) during the third quarter of 2018 to invest in newly constructed single-family rental homes, and (iii) institutional investors advised by J.P. Morgan Asset Management (the “J.P. Morgan JV”) during the first quarter of 2020 focused on constructing and operating newly built rental homes.

The following table summarizes our investments in unconsolidated joint ventures (amounts in thousands, except percentages and property data):


Joint Venture Description	% Ownership at March 31, 2022		Completed Homes at March 31, 2022	Balances at March 31, 2022		Balances at December 31, 2021
Alaska JV	20	%	304	$	22,051	$	22,658
Institutional Investor JV	20	%	855	29,058		28,695
J.P. Morgan JV	20	%	690	58,752		70,597
			1,849	$	109,861	$	121,950

The Company provides various services to these joint ventures, which are considered to be related parties, including property management and development services and has opportunities to earn promoted interests. Management fee and development fee income from unconsolidated joint ventures was $2.8 million and $2.1 million for the three months ended March 31, 2022 and 2021, respectively, and was included in other income and expense, net within the condensed consolidated statements of operations. As a result of the Company’s management of these joint ventures, certain related party receivables and payables arise in the ordinary course of business and are included in escrow deposits, prepaid expenses and other assets or amounts payable to affiliates in the condensed consolidated balance sheets.

During the first quarter of 2022, the Company acquired 200 properties in a bulk transaction from Institutional Investor JV for total consideration of $74.6 million, of which (i) $66.2 million was paid in cash and included in cash paid for single-family properties in the condensed consolidated statements of cash flows and (ii) $8.4 million was recorded as a noncash distribution resulting in a reduction to our equity method investment. The transaction was accounted for as an asset acquisition and resulted in a gain on sale at Institutional Investor JV. Recognition of our pro rata portion of the gain on sale has been deferred by reducing the carrying value of the acquired properties in our condensed consolidated balance sheets.

During the first quarter of 2022, J.P. Morgan JV 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 plus a 1.5% margin and matures on January 28, 2025. The loan agreement provides for one one-year extension option that include additional fees and interest. As of March 31, 2022, the joint venture’s loan had a $99.0 million outstanding principal balance.

During the third quarter of 2020, Institutional Investor JV entered into a loan agreement to borrow up to a $201.0 million aggregate commitment. During the initial two-year term, the loan bears interest at the London Inter-Bank Offered Rate (“LIBOR”) plus a 3.50% margin and matures on August 11, 2022. The loan agreement provides for three one-year extension options that include additional fees and interest. As of March 31, 2022, the joint venture’s loan had a $159.2 million outstanding principal balance.

The Company has provided customary non-recourse guarantees for the J.P. Morgan JV and Institutional Investor JV loans that may become a liability for us upon a voluntary bankruptcy filing by the joint venture or occurrence of other actions such as fraud or a material misrepresentation by us or the joint venture. To date, the 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.

Note 8. Debt

All of the Company’s indebtedness is debt of the Operating Partnership. AH4R is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The following table presents the Company’s debt as of March 31, 2022 and December 31, 2021 (amounts in thousands):


			Outstanding Principal Balance
	Interest Rate (1)	Maturity Date	March 31, 2022		December 31, 2021
AH4R 2014-SFR2 securitization	4.42%	October 9, 2024	$	471,981	$	473,594
AH4R 2014-SFR3 securitization	4.40%	December 9, 2024	487,356		488,790
AH4R 2015-SFR1 securitization (2)	4.14%	April 9, 2045	513,233		514,868
AH4R 2015-SFR2 securitization (3)	4.36%	October 9, 2045	445,735		446,929
Total asset-backed securitizations			1,918,305		1,924,181
2028 unsecured senior notes (4)	4.08%	February 15, 2028	500,000		500,000
2029 unsecured senior notes	4.90%	February 15, 2029	400,000		400,000
2031 unsecured senior notes (5)	2.46%	July 15, 2031	450,000		450,000
2051 unsecured senior notes	3.38%	July 15, 2051	300,000		300,000
Revolving credit facility (6)	1.55%	April 15, 2026	410,000		350,000
Total debt			3,978,305		3,924,181
Unamortized discounts on unsecured senior notes			(15,222)		(15,561)
Deferred financing costs, net (7)			(26,562)		(28,142)
Total debt per balance sheet			$	3,936,521	$	3,880,478

(1)Interest rates are rounded and as of March 31, 2022. Unless otherwise stated, interest rates are fixed percentages.

(2)The AH4R 2015-SFR1 securitization has an anticipated repayment date of April 9, 2025.

(3)The AH4R 2015-SFR2 securitization has an anticipated repayment date of October 9, 2025.

(4)The stated interest rate on the 2028 unsecured senior notes is 4.25%, which was hedged to yield an interest rate of 4.08%.

(5)The stated interest rate on the 2031 unsecured senior notes is 2.38%, which was hedged to yield an interest rate of 2.46%.

(6)The revolving credit facility provides for a borrowing capacity of up to $1.25 billion and the Company had approximately $2.2 million and $1.6 million, respectively, committed to outstanding letters of credit that reduced our borrowing capacity as of March 31, 2022 and December 31, 2021. The revolving credit facility bears interest at LIBOR plus 1.10% as of March 31, 2022.

(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 $1.6 million and $1.5 million for the three months ended March 31, 2022 and 2021, respectively, and was included in gross interest, prior to interest capitalization.

Debt Maturities

The following table summarizes the contractual maturities of the Company’s principal debt balances on a fully extended basis as of March 31, 2022 (amounts in thousands):


	Debt Maturities
Remaining 2022	$	15,536
2023	20,714
2024	951,418
2025	10,302
2026	420,302
Thereafter	2,560,033
Total debt	$	3,978,305

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, 2022 and 2021 (amounts in thousands):


	For the Three Months Ended March 31,
	2022		2021
Gross interest cost	$	40,461	$	33,883
Capitalized interest	(12,894)		(5,878)
Interest expense	$	27,567	$	28,005

Note 9. Accounts Payable and Accrued Expenses

The following table summarizes accounts payable and accrued expenses as of March 31, 2022 and December 31, 2021 (amounts in thousands):


	March 31, 2022		December 31, 2021
Resident security deposits	$	110,275	$	105,809
Accrued property taxes	85,915		52,545
Accrued construction and maintenance liabilities	67,053		50,655
Prepaid rent	29,237		31,190
Liability for consolidated land not owned (see Note 6)	19,794		—
Operating lease liabilities	18,797		18,723
Accrued interest	17,575		33,332
Accounts payable	3,522		1,113
Other accrued liabilities	41,917		50,159
Total	$	394,085	$	343,526

Note 10. Shareholders’ Equity / Partners’ Capital

When the Company issues common or preferred shares, the Operating Partnership issues an equivalent number of units of partnership interest of a corresponding class to AH4R, with the Operating Partnership receiving the net proceeds from the share issuances.

Class A Common Share Offering

During the first quarter of 2022, the Company completed an underwritten public offering for 23,000,000 of its Class A common shares of beneficial interest, $0.01 par value per share, of which 10,000,000 shares were issued directly by the Company, and 13,000,000 shares were offered on a forward basis at the request of the Company by the forward sellers. In connection with this offering, the Company entered into forward sale agreements with the forward purchasers (the “January 2022 Forward Sale Agreements”) for these 13,000,000 shares which are accounted for in equity. The Company expects to physically settle the January 2022 Forward Sale Agreements by the delivery of the Class A common shares and receive proceeds by January 20, 2023, 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 January 2022 Forward Sale Agreements allow the Company to cash or net-share settle all or a portion of its obligations. If the Company elects to cash or net share settle the January 2022 Forward Sale Agreements, the Company may not receive any proceeds, and may owe cash or Class A common shares to the forward purchasers in certain circumstances. The January 2022 Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

The Company received net proceeds of $375.8 million from the 10,000,000 Class A common shares issued directly by the Company after deducting underwriting fees and before offering costs of approximately $0.2 million. The Operating Partnership issued an equivalent number of corresponding Class A units to AH4R in exchange for the net proceeds from the issuance. The Company used the net proceeds from the offering to repay indebtedness under its revolving credit facility and for general corporate purposes. The Company did not initially receive proceeds from the sale of the Class A common shares offered on a forward basis but estimates that net proceeds will be approximately $488.6 million after deducting underwriting fees. The Company expects to use these net proceeds (i) to repay indebtedness it has incurred or expects to incur under its revolving credit facility, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iv) for general corporate purposes. As of March 31, 2022, the Company has estimated net proceeds of $488.6 million available from future settlement under the January 2022 Forward Sale Agreements.

At-the-Market Common Share Offering Program

The Company maintains an at-the-market common share offering program under which it can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $500.0 million (the “At-the-Market Program”). The At-the-Market Program also provides that we may enter into forward contracts for our Class A common shares with forward sellers and forward purchasers. The Company intends to use any net proceeds from the At-the-Market Program (i) to repay indebtedness the Company has incurred or expects to incur under its revolving credit facility, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iv) for working capital and general corporate purposes, including repurchases of the Company’s securities, acquisitions of additional properties, capital expenditures and the expansion, redevelopment and/or improvement of properties in the Company’s portfolio. The At-the-Market Program may be suspended or terminated by the Company at any time. During the three

months ended March 31, 2022 and 2021, no shares were issued under the At-the-Market Program. As of March 31, 2022, 1,835,416 shares have been issued under the At-the-Market Program and $425.2 million remained available for future share issuances.

Share Repurchase Program

The Company’s board of trustees authorized the establishment of our share repurchase program for the repurchase of up to $300.0 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the three months ended March 31, 2022 and 2021, we did not repurchase and retire any of our Class A common shares or preferred shares. As of March 31, 2022, we had a remaining repurchase authorization of up to $265.1 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares under the program.

Perpetual Preferred Shares

As of March 31, 2022 and December 31, 2021, the Company had the following series of perpetual preferred shares outstanding (amounts in thousands, except share data):


					March 31, 2022			December 31, 2021
Series	Issuance Date	Earliest Redemption Date	Dividend Rate		Outstanding Shares	Current Liquidation Value		Outstanding Shares	Current Liquidation Value


Series F perpetual preferred shares (1)	4/24/2017	4/24/2022	5.875	%	6,200,000	155,000		6,200,000	155,000
Series G perpetual preferred shares	7/17/2017	7/17/2022	5.875	%	4,600,000	115,000		4,600,000	115,000
Series H perpetual preferred shares	9/19/2018	9/19/2023	6.250	%	4,600,000	115,000		4,600,000	115,000
Total preferred shares					15,400,000	$	385,000	15,400,000	$	385,000

(1)The 5.875% Series F perpetual preferred shares were redeemed on May 5, 2022. See Note 16. Subsequent Events.

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, 2022		March 31, 2021
Class A and Class B common shares	$	0.18	$	0.10

6.500% Series D perpetual preferred shares (1)	—		0.41
6.350% Series E perpetual preferred shares (2)	—		0.40
5.875% Series F perpetual preferred shares (3)	0.37		0.37
5.875% Series G perpetual preferred shares	0.37		0.37
6.250% Series H perpetual preferred shares	0.39		0.39

(1)The 6.500% Series D perpetual preferred shares were redeemed on June 7, 2021.

(2)The 6.350% Series E perpetual preferred shares were redeemed on June 30, 2021.

(3)The 5.875% Series F perpetual preferred shares were redeemed on May 5, 2022. See Note 16. Subsequent Events.

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, or approximately 12.7% and 13.0%, of the total 399,654,943 and 389,374,771 Class A units in the Operating Partnership as of March 31, 2022 and December 31, 2021, respectively. Noncontrolling interest also includes interests held by non-affiliates in Class A units in the Operating Partnership. Non-affiliate Class A unitholders owned 596,990, or approximately 0.2%, of the total 399,654,943 and 389,374,771 Class A units in the Operating Partnership as of March 31, 2022 and December 31, 2021, respectively. The OP units owned by former AH LLC members and non-affiliates that are reflected as noncontrolling interest in the Company’s condensed consolidated balance sheets are reflected as limited partner capital in the Operating Partnership’s condensed consolidated balance sheets.

Note 11. Share-Based Compensation

2021 Equity Incentive Plan

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 2021 Plan, the Operating Partnership issues an equivalent number of Class A units to AH4R.

During the three months ended March 31, 2022 and 2021, the Human Capital and Compensation Committee granted RSUs to employees that vest over a three-year service period.

During the three months ended March 31, 2022 and 2021, the Human Capital and Compensation Committee granted performance-based restricted share units (“PSUs”) to certain senior employees that cliff vest at the end of a three-year service period. The performance conditions of the PSUs are measured over the three-year performance period January 1, 2022 through December 31, 2024 for PSUs granted during the three months ended March 31, 2022 and January 1, 2021 through December 31, 2023 for PSUs granted during the three months ended March 31, 2021. A portion of the PSUs are based on (i) the achievement of relative total shareholder return compared to a specified peer group (the “TSR Awards”), and a portion are based on (ii) average annual growth in core funds from operations per share (the “Core FFO Awards”). The number of PSUs that may ultimately vest range from zero to 200% of the number of PSUs granted based on the level of achievement of these performance conditions. For the TSR Awards, grant date fair value was determined using a multifactor Monte Carlo model and the resulting compensation cost is amortized over the service period regardless of whether the performance condition is achieved. For the Core FFO Awards, fair value is based on the market value on the date of grant and compensation cost is recognized based on the probable achievement of the performance condition at each reporting period.

The following table summarizes stock option activity under the 2012 Plan and 2021 Plan for the three months ended March 31, 2022 and 2021:


	For the Three Months Ended March 31,
	2022	2021
Options outstanding at beginning of period	824,300	1,090,300
Granted	—	—
Exercised	(18,750)	(60,000)
Forfeited	—	—
Options outstanding at end of period	805,550	1,030,300
Options exercisable at end of period	800,550	992,800

The following table summarizes RSU activity under the 2012 Plan and 2021 Plan for the three months ended March 31, 2022 and 2021:


	For the Three Months Ended March 31,
	2022	2021
RSUs outstanding at beginning of period	1,050,599	651,537
Awarded	395,759	453,560
Vested	(335,826)	(164,203)
Forfeited	(19,523)	(12,399)
RSUs outstanding at end of period	1,091,009	928,495

The following table summarizes PSU activity under the 2012 Plan and 2021 Plan for the three months ended March 31, 2022 and 2021:


	For the Three Months Ended March 31,
	2022	2021
PSUs outstanding at beginning of period	92,319	—
Awarded	202,104	92,319
Vested	—	—
Forfeited	—	—
PSUs outstanding at end of period	294,423	92,319

2021 Employee Stock Purchase Plan

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

Share-Based Compensation Expense

The Company’s noncash share-based compensation expense relating to corporate administrative employees is included in general and administrative expense and the noncash share-based compensation expense relating to centralized and field property management employees is included in property management expenses. Noncash share-based compensation expense relating to employees involved in the purchases of single-family properties, including newly constructed properties from third-party builders, the development of single-family properties, or the disposal of certain properties or portfolios of properties is included in acquisition and 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, 2022 and 2021 (amounts in thousands):


	For the Three Months Ended March 31,
	2022		2021
General and administrative expense	$	4,030	$	4,342
Property management expenses	999		999
Acquisition and other transaction costs	2,376		2,769
Total noncash share-based compensation expense	$	7,405	$	8,110

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, 2022 and 2021 (amounts in thousands, except share and per share data):


	For the Three Months Ended March 31,
	2022	2021
Numerator:

AMH-E

American Homes 4 Rent