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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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(Mark One) |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2022
or
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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)
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American Homes 4 Rent |
Maryland |
46-1229660 |
American Homes 4 Rent, L.P. |
Delaware |
80-0860173 |
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(State or other jurisdiction of incorporation or
organization) |
(I.R.S. Employer Identification No.) |
280 Pilot Road
Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip
Code)
(702) 847-7800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading symbols |
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Name of each exchange on which registered |
Class A common shares of beneficial interest, $.01 par
value |
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AMH |
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New York Stock Exchange |
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Series G perpetual preferred shares of beneficial interest, $.01 par value |
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AMH-G |
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New York Stock Exchange |
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Series H perpetual preferred shares of beneficial interest, $.01 par value |
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AMH-H |
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities
Act.
American Homes 4 Rent
Yes ý No ☐ American
Homes 4 Rent, L.P. Yes ý No ☐
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the
Act.
American Homes 4 Rent
Yes ☐ No ý American
Homes 4 Rent, L.P. Yes ☐ No ý
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 ý No ☐ American
Homes 4 Rent, L.P. Yes ý 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 ý No ☐ American
Homes 4 Rent, L.P. Yes ý 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
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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American Homes 4 Rent |
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Large accelerated filer |
ý |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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American Homes 4 Rent, L.P. |
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
ý |
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Smaller reporting company |
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Emerging growth company |
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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 has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report.
American Homes 4 Rent Yes ☒
No ☐ American
Homes 4 Rent, L.P. Yes ☐ No ý
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).
American Homes 4 Rent
Yes ☐ No ý American
Homes 4 Rent, L.P. Yes ☐ No ý
The aggregate market value of American Homes 4 Rent’s Class A
common shares held by non-affiliates of the registrant was
approximately $10.7 billion based on the closing price for such
shares on the New York Stock Exchange on June 30, 2022. There
is no public trading market for the common units of limited
partnership interest of American Homes 4 Rent, L.P. As a result,
the aggregate market value of the common units of limited
partnership interest held by non-affiliates of American Homes 4
Rent, L.P. cannot be determined.
There were 361,138,050 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 February 22,
2023.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for our 2023 Annual
Meeting of Shareholders are incorporated by reference into
Part III of this report. We expect to file our proxy statement
within 120 days after December 31, 2022.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year
ended December 31, 2022 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 December 31, 2022
owned approximately 87.3% of the common partnership interest in,
the Operating Partnership. The remaining 12.7% 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 annual reports on Form 10-K
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. 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 AMH. 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. 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 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 II, “Item 7.
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 II, “Item 9A. 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Various statements contained in this Annual Report on Form 10-K,
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 under
Part I, “Item 1. Business,” Part I, “Item 1A. Risk Factors,” Part
II, “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and elsewhere in this Annual
Report on Form 10-K 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 Annual Report on Form 10-K 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
ITEM 1. BUSINESS
Overview
American Homes 4 Rent (“AMH” or the “General Partner”) is an
internally managed Maryland real estate investment trust (“REIT”)
formed on October 19, 2012. American Homes 4 Rent, L.P., a Delaware
limited partnership formed on October 22, 2012, and its
consolidated subsidiaries (collectively, the “Operating
Partnership,” our “operating partnership” or the “OP”) is the
entity through which the Company conducts substantially all of our
business and owns, directly or through subsidiaries, substantially
all of our assets. References to the “Company,” “we,” “our,” and
“us” mean collectively AMH, the Operating Partnership and those
entities/subsidiaries owned or controlled by AMH and/or the
Operating Partnership. We are focused on acquiring, developing,
renovating, leasing and managing single-family homes as rental
properties. We commenced operations in November 2012.
AMH is the general partner of, and as of December 31, 2022
owned approximately 87.3% of the common partnership interest in,
the Operating Partnership. The remaining 12.7% 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 is $25.7 million of asset-backed securitization
certificates issued by the Operating Partnership and purchased by
AMH. 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. 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.
As of December 31, 2022, the Company held 58,993 single-family
properties in select submarkets of metropolitan statistical areas
(“MSAs”) within 21 states, including 1,115 properties classified as
held for sale, and 55,605 of our total properties (excluding
properties held for sale) were occupied. The Company also held an
additional 2,540 properties in unconsolidated joint ventures as of
December 31, 2022. We have an integrated operating platform
that consists of 1,794 personnel dedicated to property management,
acquisitions, development, marketing, leasing, financial and
administrative functions.
We believe we have become a leader in the single-family home rental
industry by aggregating a geographically diversified portfolio of
high-quality single-family homes and developing into a nationally
recognized brand that is well-known for quality, value and resident
satisfaction and is well respected in our communities. Our goal is
to simplify the experience of leasing a home and deliver peace of
mind to households across the country. Our investments may be made
directly or through investment vehicles with third-party investors.
We began adding newly constructed “built-for-rental” single-family
properties to our portfolio in 2017 through our internal “AMH
Development Program” and through acquisitions from third-party
developers via our “National Builder Program.” Our objective is to
generate attractive, risk-adjusted returns for our shareholders
through dividends and capital appreciation.
We believe that we have been organized and operate in conformity
with the requirements for qualification and taxation as a REIT
under U.S. federal income tax laws for each of our taxable years
commencing with our taxable year ended December 31, 2012
through the current taxable year ended December 31, 2022. We
expect to satisfy the requirements for qualification and taxation
as a REIT under the U.S. federal income tax laws for our taxable
year ending December 31, 2023 and subsequent taxable
years.
We believe that the Operating Partnership is properly treated as a
partnership for federal income tax purposes. As a partnership, the
Operating Partnership is not subject to U.S. federal income tax on
our income. Instead, each of the Operating Partnership’s partners,
including AMH, is allocated, and may be required to pay tax with
respect to, its share of the Operating Partnership’s income. As
such, no provision for U.S. federal income taxes has been included
for the Operating Partnership.
Our principal executive office is located at 280 Pilot Road, Las
Vegas, Nevada 89119. Our main telephone number is
(702) 847-7800. Our website address is www.amh.com. The
information contained on our website is not part of or incorporated
by reference in this report.
Our Business and Growth Strategies
Our primary objective is to generate attractive risk-adjusted
returns for our shareholders through dividends and capital
appreciation by acquiring, developing, renovating, leasing and
managing single-family homes as rental properties. We believe we
can achieve this objective by pursuing the following
strategies:
•Employ
a disciplined property acquisition process.
We have an established acquisition and renovation platform to
source properties through a variety of traditional acquisition
channels, including broker sales via the multiple listing service
(“MLS”) and bulk portfolio sales. We focus on homes with a number
of key property characteristics, including: (i) construction
after the year 2000; (ii) three or more bedrooms;
(iii) two or more bathrooms; (iv) a range of $250,000
estimated minimum valuation to $600,000 maximum bid price; and
(v) estimated renovation costs in line with our targeted
program parameters. Our target areas have above average median
household incomes, well-regarded school districts and access to
desirable lifestyle amenities. We believe that homes in these areas
will attract tenants with strong credit profiles, produce high
occupancy and rental rates and generate long-term property
appreciation. Not all of the homes we acquire through traditional
channels meet all of these criteria, especially if acquired as part
of a bulk purchase. In addition to our traditional MLS acquisition
channel, we continue to acquire newly constructed homes from
third-party developers through our National Builder
Program.
•Expand
our one-of-a-kind internal development program.
We are increasingly focused on developing “built-for-rental” homes
through our internal AMH Development Program, which we believe
represents one of the best available investments on a risk-adjusted
return basis. Our “built-for-rental” homes will leverage our
existing property management platform and are built with the
long-term renter in mind, including maintenance resilient features,
as well as floor plans, finishes and other features known to be
desirable to our residents. Our experienced land acquisition team
and our proprietary data analytics enables us to strategically
identify ideal land opportunities that are within our existing
footprint in our high-growth markets. Our inventory of land
holdings and future acquisitions will allow us to sustain our
projected stabilized level of development over the next several
years.
•Maintain
a geographically diversified portfolio. We
monitor and manage the diversification of our portfolio in order to
reduce the risks associated with adverse developments affecting a
particular market. We currently are focusing on developing and
acquiring single-family homes in select submarkets of MSAs. We
continually evaluate potential new markets where we may invest and
establish operations as opportunities emerge. We select our markets
based on steady population growth and strong rental demand,
providing for attractive potential yields and capital
appreciation.
•Efficiently
manage and operate properties.
We believe we have created a leading, comprehensive single-family
home property management business and that the key to efficiently
managing a large number of relatively low-cost properties is to
strike the appropriate balance between centralization and
decentralization. We believe that in-house property management
enables us to optimize rental revenues, effectively manage
expenses, realize significant economies of scale, standardize brand
consistency and maintain direct contact with our tenants. Our
property management platform has local leasing agents and property
managers who provide customer service to our tenants.
Corporate-level functions are centralized, including management,
accounting, legal, marketing and call centers to handle leasing and
maintenance calls. These centralized services allow us to provide
all markets with the benefits of these functions without the burden
of staffing each function in every market. In addition, by having a
national property management operation, we have the ability to
negotiate favorable terms on services and products with many of our
contractors and vendors, including national contractors and
vendors. Our property management functions are 100% internalized,
which we believe provides us with consistency of service, control
and branding in the operation of our properties.
•Establish
a nationally recognized brand. We
recently unveiled a new corporate brand identity in January 2023.
The simplified name of “AMH” and reimagined look and feel represent
a commitment to continued innovation, as well as to the company’s
original purpose and leadership in powering a better future for
American housing. This branding leverages the company’s rich
heritage, people-first employer culture and an industry leading
sustainability program. We continue to strive toward establishing
“AMH” as a nationally recognized brand because we believe that
establishing a brand well-known for quality, value and resident
satisfaction will help attract and retain residents and qualified
personnel, as well as support higher rental rates. We believe that
creating brand awareness will facilitate the growth and success of
our company. We have established a toll-free number serviced by our
call center and a website to provide a
direct portal to reach potential residents and to drive our brand
presence. We believe our brand has gained recognition within a
number of our markets.
•Optimize
capital structure. We
may use leverage to increase potential returns to our shareholders,
but we will seek to maintain a conservative and flexible balance
sheet. We have obtained capital through the issuance of equity
securities, the use of unsecured credit facilities, the issuance of
unsecured senior notes, preferred shares, and through asset-backed
securitization transactions completed during 2014 and 2015. We also
participate in investment vehicles with third-party investors as an
alternative source of equity to grow our business. Our executive
officers have substantial experience organizing and managing
investment vehicles with third-party investors.
Our Business Activities
Property Development, Acquisition, Renovation, Leasing and Property
Management
•Property
Development.
We are increasingly focused on developing “built-for-rental”
homes through our internal AMH Development Program and acquiring
newly constructed homes from third-party developers through our
National Builder Program in target markets in select submarkets of
MSAs. 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 availability of suitable land assets and the nature of
each lot acquired. 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.
For our AMH Development Program, the development timeline varies
primarily due to land development requirements. Once land
development requirements have been met, on average it takes
approximately four to six months to complete the rental home
vertical construction process. However, delivery of homes may be
staggered to facilitate leasing absorption. Our AMH Development
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. Homes added
through our AMH Development Program are available for lease
immediately upon or shortly after receipt of a certificate of
occupancy. On average, it takes approximately 10 to 30 days to
lease a property after its development.
We also utilize land banking arrangements as a method of acquiring
land to help us manage the financial and market risk associated
with land holdings. These land banking arrangements generally
require us to pay non-refundable deposits, which can vary by
transaction, and provide us the option to acquire the land or
finished lots, typically at pre-determined prices. In certain
arrangements, we make improvements to the underlying land during
the option period.
•Property
Acquisition. We
have a disciplined acquisition platform that is capable of
deploying large amounts of capital across all acquisition channels
and in multiple markets simultaneously. Our acquisition process
begins with an analysis of housing markets. Target markets are
selected based on steady population growth and strong rental
demand, providing for attractive potential yields and potential
capital appreciation. Our target markets currently include select
submarkets of MSAs. Within our target markets, our system allows us
to screen broadly and rapidly for potential acquisitions and is
designed to identify highly targeted submarkets at the neighborhood
and street levels.
We have and will continue to source property acquisition
opportunities through traditional channels, including broker sales
(including traditional MLS sales) and portfolio (or bulk) sales. In
particular, we have an extensive network of real estate brokers
that facilitate a large volume of acquisitions through broker
sales. Our team of dedicated personnel identifies opportunities for
homes sold in bulk by institutions or competitors and perform
underwriting to determine the expected rents, expenses and
renovation costs and obtain title insurance and review local
covenant conditions and restrictions for acquisitions through
traditional channels.
•Property
Renovation. We
have a team of dedicated personnel to oversee the renovation
process for homes added through traditional acquisition channels.
This team focuses on maximizing the benefit of our investment in
property renovation. Once a home is acquired, if it is not
occupied, we promptly begin the renovation process, during which
the property is thoroughly evaluated. Any resulting work is
presented for bid to approved contractors, which we maintain in
each of our markets. We have negotiated quantity discounts in each
of our markets for products that we regularly use during the
renovation process, such as paint, window blinds and flooring. By
establishing and enforcing best practices and quality consistency,
we believe that we are able to reduce the costs of both materials
and labor.
We have found that a rapid response to renovating our homes
improves our relationship with the local communities and
homeowners’ associations (“HOAs”), enhancing the “AMH” brand
recognition and loyalty. On average, 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.
Properties are typically leased approximately 20 to 40 days
after completing the renovation process. If a home that is acquired
remains occupied, the renovation process may be postponed. However,
an assessment is made of potential renovation work that must be
addressed once the property can be accessed.
•Property
Management. We
have developed an extensive internal property management
infrastructure, with modern systems, dedicated personnel and local
offices. We directly manage all of our properties, including those
held in our unconsolidated joint ventures, without the engagement
of a third-party manager.
•Marketing
and Leasing. We
are responsible for establishing rental rates, marketing and
leasing properties (including screening prospective tenants) and
collecting and processing rent. We establish rental rates
centrally, using data-driven pricing models, supported by analysis
from the local property management teams in each market. Factors
considered in establishing the rental rates include a competitive
analysis of rents, the size and age of the house, and many
qualitative factors, such as neighborhood characteristics and
access to quality schools, transportation and services. We
advertise the available properties through multiple channels,
including our website, online marketplaces, MLS, yard signs and
local brokers. Substantially all of our homes are shown using
technology-driven “self-guided” showings.
Prospective tenants are evaluated in a standardized manner. Our
application and evaluation process includes obtaining appropriate
identification, a thorough evaluation of credit and household
income and a review of the applicant’s rental history. Although we
require a minimum household credit score and income to rent ratio,
all factors are taken into consideration during the tenant
evaluation process, including an emphasis on rental payment
history. On average, household credit scores and income to rent
ratios of approved applicants are significantly in excess of our
minimum requirements. We collect the majority of rent
electronically via Automated Clearing House transfer or direct
debit to the tenant’s checking account via a secure tenant portal
on our website. An auto-pay feature is offered to facilitate rent
payment. Tenants’ charges and payment history are available to
tenants online through the tenant portal. Tenants who do not pay
rent by the late payment date (typically within five calendar days
of the due date) will receive notification and are assessed a late
fee, in jurisdictions where allowable. Eviction is a last resort,
and the eviction process is managed in compliance with local and
state regulations. The eviction process is documented through a
property management system with all correspondence and
documentation stored electronically.
•Tenant
Relations and Property Maintenance. We
also are responsible for most property repairs and maintenance and
tenant relations. Our tenants can request maintenance through our
online website, our 24/7 emergency line to handle after-hours
issues, or through our local property management office or call
center. As part of our ongoing property management, we conduct
routine repairs and maintenance as appropriate to maximize
long-term rental income and cash flows from our portfolio, and are
increasingly performing this work using in-house employees as
opposed to third-party vendors. In addition, our local teams are
involved in periodic visits to our properties to help foster
positive, long-term relationships with our tenants, to monitor the
condition and use of our homes and to ensure compliance with HOA
rules and regulations.
•Systems
and Technology. Effective
systems and technology are essential components of our process. We
have made significant investments in our lease management,
accounting and asset management systems. They are designed to be
scalable to accommodate continued growth in our portfolio of homes.
Our website is fully integrated into the tenant accounting and
leasing system. From the website, which is accessible from mobile
devices, prospective tenants can browse homes available for rent,
request additional information and apply to rent a specific home.
Through the tenant portal existing tenants can set up automatic
payments. The system is designed to handle the accounting
requirements of residential property accounting, including
accounting for security deposits and paying property-level
expenses. The system obtains credit information from a major credit
bureau, which is used to evaluate prospective tenant rental
applications.
Insurance
We maintain property, liability and corporate level insurance
coverage related to our business, including crime and fidelity,
property management errors and omissions, trustees’ and officers’
errors and omissions, cyber liability, employment practice
liability and workers’ compensation. We believe the policy
specifications and insured limits under our insurance program are
appropriate and adequate for our business and properties given the
relative risk of loss, the cost of the coverage and industry
practice. However, our insurance coverage is subject to substantial
deductibles and carve-outs, and we will be self-insured up to the
amount of such deductibles and carve-outs. We have a wholly owned
captive insurance company, American Dream Insurance, LLC, which
provides general liability insurance coverage for losses below the
deductible under our third-party liability insurance policy. We
created
American Dream Insurance, LLC as part of our overall risk
management program and to stabilize our insurance costs, manage
exposure and recoup expenses through the functions of the captive
program.
See “Risk Factors—Risks Related to Our Business—We are self-insured
against many potential losses, and uninsured or underinsured losses
relating to properties may adversely affect our financial
condition, operating results, cash flows and ability to make
distributions” and “Risk Factors—Risks Related to the Real Estate
Industry—Environmentally hazardous conditions may adversely affect
our financial condition, cash flows and operating
results.”
Competition and Trends in Market Demand
We face competition from different sources in each of our two
primary activities: developing/acquiring properties and renting our
properties. We believe our primary competitors in acquiring our
target properties through individual acquisitions are individual
investors, small private investment partnerships looking for
one-off acquisitions of investment properties that can either be
rented or restored and sold, and larger investors, including
private equity funds and other REITs, that are seeking to
capitalize on the same market opportunity that we have identified.
Our primary competitors in acquiring portfolios of properties or
land assets include large and small private equity investors,
public and private REITs, other sizeable private institutional
investors and other homebuilders. These same competitors may also
compete with us for tenants. Competition may increase the prices
for properties and land that we would like to purchase, reduce the
amount of rent we may charge at our properties, reduce the
occupancy of our portfolio and adversely impact our ability to
achieve attractive yields. However, we believe that our acquisition
platform, our extensive in-house property management infrastructure
and market knowledge in markets that meet our selection criteria
provide us with competitive advantages. Further, we have benefited
from increases in long-term demand primarily due to households
accelerating decisions to leave city centers and apartments for
suburban, detached single-family homes as well as recent increases
in mortgage rates which has made home ownership more expensive. The
work-from-home proliferation has continued to drive further demand
for larger living spaces and the increase in mortgage rates has
made renting a single-family home more attractive and we expect
these trends to continue into 2023. However, if more companies
begin to require a return to in-person or hybrid work arrangements
or mortgage rates decline, demand for our single-family rental
homes may be impacted. In addition to these recent trends, we also
believe the persistent national housing shortage and the
progression of the millennial demographic into “family formation”
years will continue to drive long-term demand for our single-family
rental homes.
Regulation
General
Our properties are subject to various covenants, laws and
ordinances, and certain of our properties are also subject to the
rules of the various HOAs where such properties are located. We
believe that we are in material compliance with such covenants,
laws, ordinances and rules, and we also require that our tenants
agree to comply with such covenants, laws, ordinances and rules in
their leases with us.
Fair Housing Act
The Fair Housing Act (“FHA”) and its state law counterparts, and
the regulations promulgated by the U.S. Department of Housing and
Urban Development and various state agencies, prohibit
discrimination in housing on the basis of race or color, national
origin, religion, sex, familial status (including children under
the age of 18 living with parents or legal custodians, pregnant
women and people securing custody of children under the age of 18),
handicap or, in some states, financial capability. Our properties
are in substantial compliance with the FHA and other
regulations.
Environmental Matters
As a current or prior owner of real estate, we are subject to
various federal, state and local environmental laws, regulations
and ordinances, and we could be liable to third parties as a result
of environmental contamination or noncompliance at our properties,
even if we no longer own such properties. See “Risk Factors—Risks
Related to Our Business—Contingent or unknown liabilities could
adversely affect our financial condition, cash flows and operating
results” and “Risk Factors—Risks Related to the Real Estate
Industry—Environmentally hazardous conditions may adversely affect
our financial condition, cash flows and operating
results.”
Residential Housing Legislation and Regulations
Various legislative and regulatory bodies have been focused on the
shortage of residential housing in the U.S. and significant
increases in the cost of housing. There has been vigorous and
continuing political debate and discussion, which we participate
in, with respect to
residential housing laws and regulations. We cannot be certain if
or when any specific proposal or policy might be announced or
adopted by governmental authorities, and, if so, what the effects
on us may be.
REIT Qualification
AMH has elected to be taxed as a REIT commencing with our first
taxable year ended December 31, 2012. Our qualification as a
REIT, and maintenance of such qualification, depends upon our
ability to meet, on a continuing basis, various complex
requirements under the Internal Revenue Code of 1986, as amended
(the “Code”), relating to, among other things, the sources of our
gross income, the composition and values of our assets, our
distributions to our shareholders and the concentration of
ownership of our equity shares. We believe that, commencing with
our initial taxable year ended December 31, 2012, we have been
organized in conformity with the requirements for qualification and
taxation as a REIT.
As a REIT, we generally will not be subject to U.S. federal income
tax on our REIT taxable income that we currently distribute to our
shareholders, but taxable income generated by any of our taxable
REIT subsidiaries (our “TRS”) will be subject to U.S. federal,
state and local income tax. Under the Code, REITs are subject to
numerous organizational and operational requirements, including a
requirement that they generally distribute annually at least 90% of
their REIT taxable income, determined without regard to the
dividends paid deduction and any net capital gains to their
shareholders. If AMH fails to qualify as a REIT in any taxable year
and does not qualify for certain statutory relief provisions, our
income would be subject to U.S. federal income tax, and we would
likely be precluded from qualifying for treatment as a REIT until
the fifth calendar year following the year in which we fail to
qualify. Even if AMH qualifies as a REIT, we may still be subject
to certain U.S. federal, state and local taxes on our income and
assets and to U.S. federal income and excise taxes on our
undistributed income.
Human Capital Management
As of December 31, 2022, we had 1,794 dedicated personnel.
None of our personnel are covered by a collective bargaining
agreement. Our success depends on our employees providing quality
service to our residents. This requires us to attract, retain and
grow a skilled and diverse workforce to design and maintain high
quality homes. We are committed to creating and maintaining a great
place to work with an inclusive culture, competitive benefits, and
opportunities for training and growth. Our commitment to human
capital development is a focus of not just our senior management,
but also our board of trustees.
The Human Capital and Compensation Committee of the board of
trustees oversees our company’s human capital programs and
policies, including with respect to employee retention and
development, and regularly meets with senior management to discuss
these issues.
Employee Engagement
We recognize employee engagement as a critical factor to our
success. We have developed programs designed to attract and retain
our talent, and to identify ways to increase employee engagement
and satisfaction across the organization. To help build a positive
culture and employee experience, each year we appoint members to
our company’s Employee Council. This council, led by members of
senior management, provides participants with a unique forum to
provide feedback from all levels in the organization. In 2022, we
launched six Employee Resource Groups (“ERGs”). These ERGs
represent safe spaces designed to provide networking opportunities,
raise cultural awareness, promote trust, support development, and
foster allyship across our organization. Partnering with a
third-party engagement survey company, we also periodically survey
all employees to measure and assess employee satisfaction. All
feedback is anonymous and aggregated in a secure system for
analysis.
Another important part of engagement is compensating our employees
competitively and providing an attractive benefits package. All
full-time employees are eligible for our benefits package including
healthcare insurance, a 401(k) retirement plan, an employee stock
purchase plan, a tuition reimbursement plan, paid time off and our
employee wellness programs.
During the year ended December 31, 2022, employee turnover was
33.5%.
Diversity, Equity and Inclusion
We champion inclusion and diversity and embrace Valuing Differences
as one of our company’s core philosophies. A two-part “Valuing
Differences” training series is mandatory for all employees, the
first part to be completed within an employee’s first six months of
service. In 2022, our employees participated in 2,210 hours of
total diversity, equity and inclusion training.
Our Human Resources department routinely monitors diversity in all
employment decisions, including but not limited to hiring and
promotions. The data in the table below reflects our employee
diversity as of December 31, 2022. We believe that women and
minority representation is enhanced through our ongoing human
capital programs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Women |
|
Minorities
(1)
|
|
Undeclared Race |
Employees |
43% |
|
41% |
|
12% |
Management positions |
41% |
|
29% |
|
16% |
Senior leadership of VP or above |
25% |
|
30% |
|
8% |
(1)Minorities
percentage is calculated as the number of employees that declared a
minority race divided by total employees (which includes employees
who did not declare any race) as of December 31,
2022.
Training and Development
We provide training designed to meet the business and technical
skills necessary for our employees to succeed in their roles and to
advance their careers in our company. We provide leadership
development training to support our managers and executives and to
complement our succession planning efforts. We provided
approximately 92,000 hours of training to employees, an average of
51 hours per employee, during the year ended December 31,
2022. Meetings with our District and Regional Managers held
throughout the year are intentional opportunities to focus on our
employee’s leadership and development.
Workplace Safety
The health and safety of our employees is a top priority. We have
implemented company-wide policies that address occupational health
and safety concerns, and offer programs that address these topics.
We provide annual safety training for all employees and every
employee in a safety-sensitive position is required to complete
additional relevant training. Our OSHA Recordable Incident Rate for
2022 was 2.4, which continues to be below the national average rate
and in line with our historical average rate and demonstrates our
commitment to maintaining a safe and healthy
environment.
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.
Available Information
Our website address is www.amh.com. We make available free of
charge on or through our website our annual report on
Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports as soon
as reasonably practicable after we electronically file the report
with or furnish it to the Securities and Exchange Commission
(“SEC”). This information is also available in print to any
shareholder who requests it, with any such requests addressed to
Investor Relations, AMH, 280 Pilot Road, Las Vegas, Nevada 89119.
We also make available free of charge on our website our Corporate
Governance Guidelines, our Code of Business Conduct and Ethics and
the charters of the Audit Committee, Human Capital and Compensation
Committee and Nominating and Corporate Governance Committee of the
Company’s board of trustees. We intend to disclose on our website
any changes to, or waivers from, our Code of Business Conduct and
Ethics. The information contained on our website shall not be
deemed to be incorporated by reference into this or any other
report we file with, or furnish to, the SEC. The SEC maintains a
website at www.sec.gov that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the SEC.
ITEM 1A. RISK FACTORS
Set forth below are the risks that we believe are material to our
shareholders. You should consider these risks carefully when
evaluating our company and our business. The risks described below
may not be the only risks we face. Additional risks of which we are
currently unaware or that we currently consider immaterial also may
impact our business. Some statements in the following risk factors
are forward-looking statements. See the section entitled
“Cautionary Note Regarding Forward-Looking
Statements.”
Risks Related to Our Business
Our revenue and expenses are not directly correlated, and because a
large percentage of our costs and expenses are fixed, we may not be
able to adapt our cost structure to offset declines in our
revenue.
Most of the expenses associated with our business, such as repairs
and maintenance costs, real estate taxes, HOA fees, insurance,
utilities, personal and ad valorem taxes, employee wages and
benefits and other general corporate expenses, are relatively
inflexible and will not necessarily decrease with a reduction in
revenue from our business. Some components of our fixed assets
depreciate more rapidly and will require a significant amount of
ongoing capital expenditures. Our expenses and ongoing capital
expenditures also will be affected by inflationary increases, and
certain of our cost increases may exceed the rate of inflation in
any given period. By contrast, our rental income is affected by
many factors beyond our control such as the availability of
alternative rental housing and economic conditions in our target
markets. In addition, state and local regulations may require us to
maintain properties that we own, even if the cost of maintenance is
greater than the value of the property or any potential benefit
from renting the property. As a result, we may not be able to fully
offset rising costs and capital spending by raising rental rates,
which could have a material adverse effect on our results of
operations and cash available for distribution.
High inflation could adversely affect our operating
results.
Inflation has significantly increased since the start of 2021 and
continues to remain at elevated levels compared to recent years.
Inflationary pressures have increased our direct and indirect
operating and development costs, including for labor at the
corporate, property management and development levels, third-party
contractors and vendors, building materials, insurance,
transportation and taxes. Although our leases permit some price
increases to be charged back to our tenants, such as with increased
energy prices, to the extent we are unable to offset these cost
increases through higher rents or other measures, our operating
results will be adversely affected. Our residents may also be
adversely impacted by higher cost of living expenses, including
food, energy and transportation, which may increase our rate of
tenant defaults and harm our operating results.
The loss of key management and staff could materially and adversely
affect us.
We rely on our key management and staff to carry out our business
and to execute on our strategic plan. We face intense competition
for retaining and hiring skilled employees, particularly with
respect to our development activities. The loss of the services of
key management and staff, or our inability to recruit and retain
qualified personnel in the future, could have an adverse effect on
our business and financial results. In addition, the costs of
retaining skilled management and staff could reduce our
profitability.
Our investments are, and are expected to continue to be,
concentrated in single-family properties and we have a significant
number of properties in certain geographic markets, which exposes
us to significant risks if there are adverse conditions in our
sector or our key markets.
Our investments are, and are expected to continue to be,
concentrated in single-family properties. In addition, our strategy
is to concentrate our properties in select geographic markets that
we believe favor future growth in rents and valuations. For
example, 58.7% of our properties are located in Atlanta, GA,
Dallas-Fort Worth, TX, Charlotte, NC, Phoenix, AZ, Nashville, TN,
Indianapolis, IN, Houston, TX, Jacksonville, FL, Tampa, FL and
Raleigh, NC. A downturn or slowdown in the rental demand for
single-family housing generally, or in our target markets
specifically, caused by adverse economic, regulatory or
environmental conditions, or other events, would have a greater
impact on our operating results than if we had more diversified
investments. Similarly, given our geographic concentrations, a
natural disaster, such as an earthquake, tornado, hurricane, flood
or wildfire in one of our key markets could
have a significant negative effect on our financial condition and
results of operations.
We may not be able to effectively control the timing and costs
relating to the renovation of properties, which may adversely
affect our operating results and our ability to make
distributions.
Nearly all of our properties acquired through traditional channels
require some level of renovation immediately upon their acquisition
or in the future following expiration of a lease or otherwise. We
may acquire properties that we plan to renovate extensively. We
also
may acquire properties that we expect to be in good condition only
to discover unforeseen defects that require extensive renovation
and capital expenditures. To the extent properties are leased to
existing tenants, renovations may be postponed until the tenant
vacates the premises, and we will pay the costs of renovating. In
addition, from time to time, in order to reposition properties in
the rental market, we will be required to make ongoing capital
improvements and replacements and perform significant renovations
and repairs that tenant deposits and insurance may not cover. Our
properties also have infrastructure and appliances of varying ages
and conditions. We routinely retain independent contractors and
trade professionals to perform repair work and are exposed to all
risks inherent in property renovation and maintenance, including
potential cost overruns, increases in labor and materials costs,
delays by contractors, delays in receiving work permits,
certificates of occupancy and poor workmanship. The current supply
chain issues and labor force issues in the U.S. has increased these
risks. If our assumptions regarding the costs or timing of
renovation and maintenance across our properties prove to be
materially inaccurate, our operating results may be adversely
affected.
We face significant competition for acquisitions of our target
properties, which may limit our strategic opportunities and
increase the cost to acquire those properties.
We face significant competition for acquisition opportunities in
our target markets from other large real estate investors,
including developers, some of which may have greater financial
resources and a lower cost of capital than we do. We also compete
with private home buyers and small-scale investors. Several REITs
and other funds have deployed, and others may in the future deploy,
significant amounts of capital to purchase single-family homes and
may have investment objectives that compete with ours, including in
our target markets. This activity has adversely impacted our level
of purchases in certain of our target markets. As more
well-capitalized companies pursue our business strategy, we expect
competition will continue to intensify. As a result, the purchase
price of potential acquisitions may be significantly elevated, or
we may be unable to acquire properties on desirable terms or at
all.
Our success depends on us attracting and retaining quality
tenants.
We depend on rental income for substantially all of our revenues,
and to succeed we must attract and retain qualified tenants. We
face competition for quality tenants from other lessors of
single-family properties, apartment buildings and condominium
units, and the continuing development of single-family properties,
apartment buildings and condominium units in many of our markets
increases the supply of housing and exacerbates competition for
tenants. Competing properties may be newer, better located and more
attractive to tenants, or may be offered at more attractive rents.
Additionally, some competing housing options, like home ownerships,
may qualify for government subsidies or other incentives that may
make such options more affordable and therefore more attractive
than renting our properties. These competitive factors will impact
our occupancy and the rents we can charge.
If we are not effective at leasing our properties to quality
tenants, a significant number of our tenants may fail to meet their
lease obligations or fail to renew their leases. Damage to our
properties caused by tenants may delay re-leasing after eviction,
necessitate expensive repairs or impair the rental income or value
of the property resulting in a lower than expected rate of return.
In the event of a tenant default or bankruptcy, we may experience
delays in enforcing our rights as landlord at that property and
will incur costs in protecting our investment and re-leasing the
property.
Bulk portfolio acquisitions subject us to the risk of acquiring
properties that do not fit our target investment criteria and may
be costly or time consuming to divest, which may adversely affect
our operating results.
We have occasionally acquired and may continue to acquire
properties purchased as portfolios in bulk from other owners of
single-family homes. To the extent the management and leasing of
such properties has not been consistent with our property
management and leasing standards, we may be subject to risks
relating to the condition of the properties, the credit quality and
employment stability of the tenants and compliance with applicable
laws, among others. In addition, financial and other information
provided to us regarding such portfolios during our due diligence
may be inaccurate, and we may not discover such inaccuracies until
it is too late to seek remedies against such sellers. To the extent
we timely pursue such remedies, we may not be able to successfully
prevail against the seller in an action seeking damages for such
inaccuracies. If we conclude that certain properties purchased in
bulk portfolios do not fit our target investment criteria, we may
decide to sell, rather than renovate and rent, these properties,
which could take an extended period of time and may not result in a
sale at an attractive price. We may also experience delays in
integrating the information systems and property and tenant
information of the acquired properties which could adversely affect
operating results.
Our significant development activities expose us to additional
operational and real estate risks, which may adversely affect our
financial condition and operating results.
We have a significant development program that involves the
acquisition of land and construction of homes. Rental home
construction can involve substantial up-front costs to acquire land
and to build a rental home or rental community before a home is
available for rent and generates income. Building rental homes and
rental communities also involves significant risks to our business,
such as delays or cost increases due to changes in or failure to
meet regulatory requirements, including permitting and zoning
regulations,
failure of lease rentals on newly-constructed properties to achieve
anticipated investment returns, inclement weather, adverse site
selection, unforeseen site conditions or shortages of suitable
land, construction materials and labor and other risks described
below. We may be unable to achieve building new rental homes and
rental communities that generate acceptable returns and, as a
result, our growth and results of operations may be adversely
impacted.
Our success in expanding our development activities depends in
large part on our ability to acquire land that is suitable for
residential homebuilding and meets our land investment
criteria.
There is strong competition among homebuilders for land that is
suitable for residential development. The future availability of
finished and partially finished developed lots and undeveloped land
that meet our internal criteria depends on a number of factors
outside our control, including land availability in general,
competition with other homebuilders and land buyers for desirable
property, inflation in land prices, zoning, allowable housing
density, and other regulatory requirements. Should suitable lots or
land become less available, the number of homes we could build and
lease could be reduced, and the cost of land could increase,
perhaps substantially, which could adversely impact our growth and
results of operations.
If we experience disruptions, shortages or increased costs of labor
and supplies or other circumstances beyond our control, there could
be delays or increased costs in constructing new rental homes,
which could adversely affect our business.
Our ability to build new rental homes may be adversely affected by
circumstances beyond our control, including: work stoppages, labor
disputes, and shortages of qualified trades people, such as
carpenters, roofers, masons, electricians, and plumbers; changes in
laws relating to union organizing activity; lack of availability of
adequate utility or infrastructure and services; our need to rely
on local subcontractors who may not be adequately capitalized or
insured or may not, despite our quality control efforts, engage in
proper construction practices or comply with applicable
regulations; inadequacies in components purchased from building
supply companies; and shortages or delays in availability of
building materials, including as a result of supply-chain issues,
or fluctuations in prices of building materials, such as the cost
of lumber, or in labor costs. Any of these circumstances could give
rise to delays in the start or completion of, or could increase the
cost of, constructing new rental homes.
Our short-term leases require us to re-lease our properties
frequently, which we may be unable to do on attractive terms, on a
timely basis or at all.
The majority of our new leases have a duration of one year. As
these leases permit tenants to leave at the end of the lease term
without penalty, we anticipate our rental revenues may be affected
by declines in market rents more quickly than if our leases were
for longer terms. Short-term leases may result in high turnover,
which involves costs such as restoring the properties, marketing
costs and lower occupancy levels. Our tenant turnover rate and
related cost estimates may be less accurate than if we had more
operating data upon which to base such estimates. Moreover, we
cannot assure you that our leases will be renewed on equal or
better terms or at all. If our tenants do not renew their leases or
the rental rates for our properties decrease, our operating results
and ability to make distributions to our shareholders could be
adversely affected.
We are self-insured against many potential losses, and uninsured or
underinsured losses relating to properties may adversely affect our
financial condition, operating results, cash flows and ability to
make distributions.
We attempt to ensure that our properties are adequately insured to
cover casualty losses. However, many of the policies covering
casualty losses may be subject to substantial deductibles and
carveouts, and we will be self-insured up to the amount of the
deductibles and carveouts. There are also some losses, including
losses from floods, windstorms, fires, earthquakes, hurricanes,
acts of war, acts of terrorism or riots, that may not always be
insured against or that are not generally fully insured against
because it is not practical to do so. In addition, changes in the
cost or availability of insurance could expose us to uninsured
casualty losses. If we incur a casualty loss that is not fully
covered by insurance, the value of our assets will be reduced by
the amount of any such uninsured loss, and we could experience a
significant loss of capital invested and potential revenues in
these properties and could potentially remain obligated under any
recourse debt associated with the property. Inflation, changes in
building codes and ordinances, environmental considerations and
other factors might also keep us from using insurance proceeds to
replace or renovate a property after it has been damaged or
destroyed. Under those circumstances, the insurance proceeds we
receive might be inadequate to restore our economic position on the
damaged or destroyed property. Any such losses could adversely
affect our financial condition, operating results, cash flows and
ability to make distributions. In addition, we may have no source
of funding to repair or reconstruct the damaged property, and we
cannot assure you that any such sources of funding will be
available to us for such purposes in the future.
Contingent or unknown liabilities could adversely affect our
financial condition, cash flows and operating results.
We may acquire properties that are subject to contingent or unknown
liabilities for which we may have limited or no recourse against
the sellers. Unknown or contingent liabilities might include
liabilities for or with respect to liens attached to properties,
unpaid real estate tax, utilities or HOA charges for which a
subsequent owner remains liable, clean-up or remediation of
environmental conditions or code violations, claims of customers,
vendors or other persons dealing with the acquired entities and tax
liabilities, among other things. Purchases of single-family
properties acquired from lenders or in bulk purchases typically
involve few or no representations or warranties with respect to the
properties. Such properties often have unpaid tax, utility and HOA
liabilities for which we may be obligated but fail to anticipate.
In each case, our acquisition may be without any, or with only
limited, recourse against the sellers with respect to unknown
liabilities or conditions. As a result, if any such liability were
to arise relating to our properties, or if any adverse condition
exists with respect to our properties that is in excess of our
insurance coverage, we might have to pay substantial amounts to
settle or cure it, which could adversely affect our financial
condition, cash flows and operating results. In addition, the
properties we acquire may be subject to covenants, conditions or
restrictions that restrict the use or ownership of such properties,
including prohibitions on leasing or requirements to obtain the
approval of HOAs prior to leasing. We may not discover such
restrictions during the acquisition process, and such restrictions
may adversely affect our ability to utilize such properties as we
intend. Municipalities, counties, or HOAs could also enact new
covenants, ordinances, moratoria, or other regulations restricting
or prohibiting leasing, which could adversely affect our ability to
acquire, develop, or utilize properties.
We are highly dependent on information systems and systems failures
and delays could significantly disrupt our business, which may, in
turn, adversely affect our financial condition and operating
results.
Our operations are dependent upon our resident portal and property
management platforms, including marketing, leasing, vendor
communications, finance, intracompany communications, resident
portal and property management platforms, which include certain
automated processes that require access to telecommunications or
the Internet, each of which is subject to system security risks.
Certain critical components of our platform are dependent upon
third-party service providers and a significant portion of our
business operations are conducted over the Internet. As a result,
we could be severely impacted by a catastrophic occurrence, such as
a natural disaster or a terrorist attack, or a circumstance that
disrupted access to telecommunications, the Internet or operations
at our third-party service providers, including viruses or hackers
that could penetrate network security defenses and cause system
failures and disruptions of operations. Even though we believe we
utilize appropriate duplication and back-up procedures, a
significant outage in telecommunications, the Internet or at our
third-party service providers could negatively impact our
operations.
If our confidential information is compromised or corrupted,
including as a result of a cybersecurity breach, our business
operations and reputation could be damaged, which could adversely
affect our financial condition and operating results.
We have been and will in the future be subject to third party
attempts to gain unauthorized access to our systems in order to
disrupt operations, corrupt data or steal confidential information,
including information regarding our residents, prospective tenants,
and employees. Information security risks have generally increased
in recent years due to the rise in new technologies and the
increased sophistication and activities of perpetrators of
cyber-attacks. In the ordinary course of our business we acquire
and store sensitive data, including intellectual property, our
proprietary business information and personally identifiable
information of our prospective and current tenants, our employees
and third-party service providers in our branch offices and on our
networks and website. The secure processing and maintenance of this
information is critical to our operations and business strategy.
Notwithstanding our security measures, our information technology
and infrastructure may be vulnerable to attacks by hackers or
breached due to employee error, malfeasance or other
disruptions.
Despite system redundancy, the implementation of security measures,
required employee awareness training and the existence of a
disaster recovery plan for our internal information technology
systems, our systems and systems maintained by third-party vendors
with which we do business are vulnerable to damage from any number
of sources. We face risks associated with security breaches,
whether through cyber-attacks or cyber intrusions over the
Internet, ransomware and other forms of malware, computer viruses,
attachment to emails, phishing attempts or other scams. These
attacks may also originate from persons inside our organization and
persons/vendors with access to our systems. Our information
technology networks and related systems are essential to the
operation of our business and our ability to perform day-to-day
operations. Even the most well-protected information systems remain
potentially vulnerable because the techniques used in such
attempted security breaches evolve and generally are not recognized
until launched against a target, and in some cases are designed not
to be detected, and, in fact, may not be detected. Accordingly, we
may be unable to anticipate these techniques or to implement
adequate security barriers or other preventative measures and thus
it is impossible for us to entirely mitigate this
risk.
We address potential breaches or disclosure of this confidential
personally identifiable information by implementing a variety of
security measures intended to protect the confidentiality and
security of this information including, among others: (a)
engaging
reputable, recognized firms to help us design and maintain our
information technology and data security stems; (b) conducting
periodic testing and verification of information and data security
systems, including performing ethical hacks of our systems to
discover where any vulnerabilities may exist; and (c) providing
periodic employee awareness training around phishing and other
scams, malware and other cyber risks. We also maintain cyber risk
insurance to provide some coverage for certain risks arising out of
data and network breaches. However, there can be no assurance that
these measures will prevent a cyber incident or that our cyber risk
insurance coverage will be sufficient in the event of a
cyber-attack. Any such breach could compromise our networks and the
information stored there could be accessed, publicly disclosed,
lost or stolen. Any such access, disclosure or other loss of
information could result in legal claims or proceedings, liability
under laws that protect the privacy of personal information,
regulatory penalties, the loss of our residents, disruption to our
operations and the services we provide to residents or damage our
reputation, any of which could adversely affect our financial
condition and operating results. As of December 31, 2022, we
have not had any material incidences involving cybersecurity
attacks.
HOA rules and restrictions subject us to increased costs and
restrict our business operations.
A significant number of our properties are part of HOAs, which are
private entities that regulate the activities of, and levy
assessments on properties in, a residential subdivision. HOAs in
which we own properties may have onerous or arbitrary rules that
restrict our ability to renovate, market or lease our properties or
require us to renovate or maintain such properties at standards or
costs that are in excess of our planned operating budgets. Such
rules may include requirements for landscaping, limitations on
signage promoting a property for lease or sale, or the use of
specific materials in renovations. The number of HOAs that impose
limits on the number of property owners who may rent their homes is
increasing. Such restrictions limit acquisition opportunities and
could cause us to incur additional costs to resell the property and
opportunity costs of lost rental income. Furthermore, many HOAs
impose restrictions on the conduct of occupants of homes and the
use of common areas and we may have tenants who violate HOA rules
and for which we may be liable as the property owner and for which
we may not be able to obtain reimbursement from the resident.
Additionally, the boards of directors of the HOAs may not make
important disclosures about the properties or may block our access
to HOA records, initiate litigation, restrict our ability to sell
our properties, impose assessments or arbitrarily change the HOA
rules. We may be unaware of or unable to review or comply with HOA
rules before purchasing the property and any such excessively
restrictive or arbitrary regulations may cause us to sell such
property at a loss, prevent us from renting such property or
otherwise reduce our cash flow from such property, which would have
an adverse effect on our returns on these properties.
Joint venture investments that we make could be adversely affected
by our lack of sole decision-making authority, our reliance on
joint venture partners’ financial condition and disputes between us
and our joint venture partners.
We have co-invested, and may continue to co-invest in the future,
with third parties through partnerships, joint ventures or other
entities, acquiring noncontrolling interests in or sharing
responsibility for managing the affairs of a property, partnership,
joint venture or other entity. As a result, we would not be in a
position to exercise sole decision-making authority regarding the
property, partnership, joint venture or other entity which could,
among other things, impact our ability to satisfy the REIT
requirements. Investments in partnerships, joint ventures or other
entities may, under certain circumstances, involve risks not
present were a third-party not involved, including the possibility
that joint venture partners might become bankrupt or fail to fund
their share of required capital contributions. Joint venture
partners may have economic or other business interests or goals
that are inconsistent with our business interests or goals and may
be in a position to take actions contrary to our policies or
objectives. Such investments also may have the potential risk of
impasses on decisions, such as a sale, because neither we nor our
partners would have full control over the partnership or joint
venture. Disputes between us and our partners may result in
litigation or arbitration that would increase our expenses and
prevent our officers and/or trustees from focusing their time and
effort on our business. Consequently, actions by, or disputes with,
our partners might result in subjecting properties owned by the
partnership or joint venture to additional risk. In addition, we
may in certain circumstances be liable for the actions of our
third-party partners or co-venturers. In addition, we may not be
able to close joint ventures on the anticipated schedule or at all.
Each of these factors may result in returns on these investments
being less than we expect and our financial and operating results
may be adversely impacted.
We are involved in a variety of litigation.
We are involved in a range of legal actions in the ordinary course
of business. These actions may include, among others, eviction
proceedings and other landlord-tenant disputes, challenges to title
and ownership rights (including actions brought by prior owners
alleging wrongful foreclosure by their lender or servicer),
disputes arising over potential violations of HOA rules and
regulations and issues with local housing officials arising from
the condition or maintenance of the property, outside vendor
disputes and employee disputes. These actions can be time consuming
and expensive and may adversely affect our reputation. For example,
eviction proceedings by owners and operators of single-family homes
for lease have recently been the focus of negative media attention.
While
we intend to vigorously defend any non-meritorious action or
challenge, we cannot assure you that we will not be subject to
expenses and losses that may adversely affect our operating
results.
Government investigations or legal proceedings brought by
governmental authorities may result in significant costs and
expenses and reputational harm and may divert resources from our
operations.
We are subject to new and changing legislation and regulations,
including the Fair Housing Act, legislation and regulation relating
to residential housing, and environmental regulations. From time to
time, we are subject to government inquiries and investigations and
legal proceedings brought by governmental authorities. These
inquiries, investigations and any related legal proceedings may
result in significant costs and expenses, including legal fees, and
divert management attention and company resources from our
operations and execution of our business strategy. If any such
proceedings are resolved adversely, governmental agencies could
impose damages and fines, and may issue injunctions, cease and
desist orders, bars on serving as a public company officer or
director and other equitable remedies against us or our directors
and officers. The financial costs could be in excess of our
insurance coverage or not be covered by our insurance coverage. Any
governmental legal proceeding, whether or not resolved adversely,
could also negatively impact our reputation.
Recent significant increases in interest rates could adversely
impact us and our tenants.
In response to high inflation the Federal Reserve significantly
increased the benchmark federal funds rate during 2022 and has
signaled its intention to continue with additional increases in
2023. These actions have significantly increased interest rates.
These increases have significantly increased our cost of new debt
or preferred capital, increased the borrowing costs under our
credit facility, and have adversely impacted the relative
attractiveness of the dividend yield on our common shares.
Increases in our cost of capital impact our assessment of the
yields we consider appropriate to support pursuing property
acquisition and development opportunities and thus can impact our
external growth prospects. The degree and pace of these changes
have had and may continue to have adverse macroeconomic effects
that have and may continue to have adverse impacts on our tenants,
including as a result of economic recession, increased
unemployment, and increased financing costs. For more information
on interest rate risk, see Part II, “Item 7A. Quantitative and
Qualitative Disclosures About Market Risk — Interest Rate
Risk.”
Our revolving credit facility, unsecured senior notes and
securitizations contain financial and operating covenants that
could restrict our business and investment activities.
Our revolving credit facility, unsecured senior notes and
securitizations contain financial and operating covenants, such as
debt ratios, minimum liquidity, unencumbered asset value, minimum
debt service coverage ratio, and other limitations that may
restrict our ability to make distributions or other payments to the
Company’s shareholders and the Operating Partnership’s ability to
make distributions on its OP units and may restrict our investment
activities.
Our securitizations require, among other things, that a cash
management account controlled by the lender collect all rents and
cash generated by the properties securing the portfolio. Upon the
occurrence of an event of default or failure to satisfy the
required minimum debt yield or debt service coverage ratio, the
lender may apply any excess cash as the lender elects, including
prepayment of principal and amounts due under the loans. These
covenants may restrict our ability to engage in transactions that
we believe would otherwise be in the best interests of our
shareholders. Further, such restrictions could adversely impact our
ability to maintain our qualification as a REIT for tax purposes.
Failure to meet our financial covenants could result from, among
other things, changes in our results of operations, the incurrence
of additional debt, substantial impairments in the value of our
properties or changes in general economic conditions. If we violate
covenants in our financing arrangements, we could be required to
repay all or a portion of our indebtedness before maturity at a
time when we might be unable to arrange financing for such
repayment on attractive terms or at all.
A pandemic, including the ongoing COVID-19 pandemic, and measures
intended to prevent its spread, could have a material adverse
effect on our business, results of operations, cash flows, and
financial condition.
A pandemic, such as the ongoing COVID-19 pandemic, and emergence of
new variants could negatively impact the global economy, disrupt
financial markets and international trade, and result in varying
unemployment levels, all of which could negatively impact our
business, results of operations, cash flows, and financial
condition. Pandemic outbreaks could lead (and the current outbreak
of COVID-19 has led) governments and other authorities around the
world, including federal, state and local authorities in the United
States, to impose measures intended to mitigate its spread,
including restrictions on freedom of movement and business
operations such as issuing guidelines, travel bans, border
closings, business closures, quarantine orders, and orders not
allowing the collection of rents, rent increases, or eviction of
non-paying tenants.
Risks Related to the Real Estate Industry
Environmentally hazardous conditions may adversely affect our
financial condition, cash flows and operating results.
Under various federal, state and local environmental laws, a
current or previous owner or operator of real property may be
liable for the cost of removing or remediating hazardous or toxic
substances on such property. Such laws often impose liability
whether or not the owner or operator knew of, or was responsible
for, the presence of such hazardous or toxic substances. Even if
more than one person may have been responsible for the
contamination, each person covered by applicable environmental laws
may be held responsible for all of the clean-up costs incurred. In
addition, third parties may sue the owner or operator of a site for
damages based on personal injury, natural resources or property
damage or other costs, including investigation and clean-up costs,
resulting from the environmental contamination. The presence of
hazardous or toxic substances on one of our properties, or the
failure to properly remediate a contaminated property, could give
rise to a lien in favor of the government for costs it may incur to
address the contamination, or otherwise adversely affect our
ability to sell or lease the property or borrow using the property
as collateral. Environmental laws also may impose restrictions on
the manner in which properties may be used or businesses may be
operated. A property owner who violates environmental laws may be
subject to sanctions which may be enforced by governmental agencies
or, in certain circumstances, private parties. In connection with
the acquisition, development and ownership of our properties, we
may be exposed to such costs. The cost of defending against
environmental claims, of compliance with environmental regulatory
requirements or of remediating any contaminated property could
materially adversely affect our business, financial condition,
results of operations and, consequently, amounts available for
distribution to shareholders and unitholders.
Compliance with new or more stringent environmental laws or
regulations or stricter interpretation of existing laws may require
material expenditures by us. We may be subject to environmental
laws or regulations relating to our properties, such as those
concerning lead-based paint, mold, asbestos, proximity to power
lines or other issues. We cannot assure you that future laws,
ordinances or regulations will not impose any material
environmental liability, or that the current environmental
condition of our properties will not be affected by the operations
of residents, existing conditions of the land, operations in the
vicinity of the properties or the activities of unrelated third
parties. In addition, we may be required to comply with various
local, state and federal fire, health, life-safety and similar
regulations. Failure to comply with applicable laws and regulations
could result in fines and/or damages, suspension of personnel,
civil liability and/or other sanctions.
Tenant relief laws, including laws restricting evictions, rent
control laws and other regulations that limit our ability to
increase rental rates may negatively impact our rental income and
profitability.
As landlord of numerous properties, we are involved regularly in
evicting tenants who are not paying their rent or are otherwise in
material violation of their lease. Eviction activities impose legal
and managerial expenses that raise our costs. The eviction process
is typically subject to legal barriers, mandatory “cure” policies
and other sources of expense and delay, each of which may delay our
ability to gain possession and stabilize the property.
Additionally, landlord-tenant laws may impose legal duties to
assist tenants in relocating to new housing, or restrict the
landlord’s ability to recover certain costs or charge tenants for
damage caused by them. Because such laws vary by state and
locality, we and any regional and local property managers we hire
will need to take all appropriate steps to comply with all
applicable landlord tenant laws, and we will need to incur
supervisory and legal expenses to ensure such compliance. To the
extent that we do not comply with state or local laws, we may be
subjected to civil litigation filed by individuals, in class
actions or by state or local law enforcement. We may be required to
pay our adversaries’ litigation fees and expenses if judgment is
entered against us in such litigation, or if we settle such
litigation.
Furthermore, rent control laws or other regulations that may limit
our ability to increase rental rates may affect our rental income.
If rent controls unexpectedly became applicable to certain of our
properties, our revenue from and the value of such properties could
be adversely affected. Since the onset of the COVID-19 pandemic,
there have been increases in restrictions and other regulations on
evictions and rent increases and we believe these increases will
continue given increasing political support for these types of
regulations.
Class action, tenant rights and consumer demands, litigation and
adverse media publicity could directly limit and constrain our
operations and may result in significant litigation
expenses.
Certain organizations, including tenant rights and housing advocacy
organizations have been critical of our business model.
We have been and may in the future be a target of litigation and
adverse media publicity driven by these organizations. While we
intend to conduct our business lawfully and in compliance with
applicable landlord-tenant and consumer laws, such organizations
might work in conjunction with trial and pro bono lawyers to
attempt to bring claims against us on a class action basis for
damages or injunctive relief and to seek to publicize our
activities in a negative light. We cannot anticipate what form such
actions might take, or what remedies they may seek. Additionally,
these organizations may lobby local county and municipal attorneys
or state attorneys general to pursue enforcement or litigation
against us, may lobby state and local legislatures to pass new laws
and regulations to constrain our business operations or may
generate unfavorable publicity for our business. If they are
successful in any such endeavors, they could
directly limit and constrain our operations, adversely impact our
business and may impose on us significant litigation expenses,
including settlements to avoid continued litigation or judgments
for damages or injunctions.
The direct and indirect impacts of climate change may adversely
affect our business.
We have been and may continue to be adversely impacted by the
direct consequences of climate change, such as property damage due
to increases in the frequency, duration and severity of extreme
weather events, such as hurricanes and floods. Similarly, changes
in precipitation levels could lead to increases in droughts or
wildfires that could adversely impact demand for our communities.
The increases in property damage due to these events have also
contributed to the increases in costs we have faced in property
insurance. The ongoing transition to non-carbon based energy also
presents certain risks for us and our tenants, including
macroeconomic risks related to high energy costs and energy
shortages, among other things. In addition, changes in federal,
state and local legislation and regulation based on concerns about
climate change could result in delays and increased costs to
complete our development projects and increased capital
expenditures on our existing properties (for example, to improve
their energy efficiency and/or resistance to inclement weather)
without a corresponding increase in revenue, and, as a result,
adversely impact our financial results and operations. We also face
investor-related climate risks. Investors are increasingly taking
into account environmental, social, and governance factors,
including climate risks, in determining whether to invest in
companies. Our reputation and investor relationships could be
damaged as a result of our involvement with activities perceived to
be causing or exacerbating climate change, as well as any decisions
we make to continue to conduct or change our activities in response
to considerations relating to climate change.
It would be difficult for us to quickly generate cash from sales of
our properties.
Real estate investments, particularly large portfolios of
properties, are relatively illiquid.
If we had a sudden need for significant cash, it would be difficult
for us to quickly sell our properties. Our ability to sell our
properties may also be limited by our need to avoid the 100%
prohibited transactions tax that is imposed on gain recognized by a
REIT from the sale of property characterized as dealer property. In
order to ensure that we avoid such characterization, we may be
required to hold our properties for a minimum period of time and
comply with certain other requirements in the Code or dispose of
our properties through a TRS.
Risks Related to Our Ownership, Organization and
Structure
AMH’s fiduciary duties as the general partner of the Operating
Partnership could create conflicts of interest, which may impede
business decisions that could benefit our
shareholders.
As the sole general partner of the Operating Partnership, AMH has a
fiduciary duty to the other limited partners in the Operating
Partnership, which may conflict with the interests of the Company’s
shareholders. The limited partners of the Operating Partnership
have agreed that, in the event of a conflict in the fiduciary
duties owed by AMH to the Company’s shareholders and in AMH’s
capacity as the general partner of the Operating Partnership to
such limited partner, AMH is under no obligation to give priority
to the interests of such limited partner. In addition, the limited
partners have the right to vote on certain amendments to the
Agreement of Limited Partnership of the Operating Partnership and
to approve certain amendments that would adversely affect their
rights. These voting rights may be exercised in a manner that
conflicts with the interests of the Company’s
shareholders.
Our senior management, trustees and their affiliates may have
significant voting influence due to their stock
ownership.
Members of the Company’s senior management, trustees and their
affiliates collectively hold significant amounts of the Company’s
Class A common shares, entitled to one vote each, and Class B
common shares, entitled to 50 votes each and which convert into
Class A common shares on a one for one basis for every 49
partnership units converted, and Class A units in the Operating
Partnership, which are nonvoting. This structure was put in place
when the Company was organized to provide voting rights to holders
of units in the Operating Partnership corresponding with their
equity ownership. All members of the Company’s senior management,
trustees and their affiliates collectively hold Class A common
shares or Class B common shares that represent approximately 20.1%
of the current voting power of the Company as of December 31,
2022. Assuming the conversion of all of the Class A units held by
these individuals into Class A common shares, they would own
approximately 29.4% of the voting power of the Company based on the
Company’s outstanding common shares as of December 31, 2022.
The Hughes Family and affiliates own all of the Class B common
shares and, together with the Class A common shares they own, hold
19.9% of the voting power of the Company. Our senior management,
trustees and affiliates have and are expected to continue to have
the ability to significantly influence all matters submitted to a
vote of the Company’s shareholders, including electing trustees,
changing the Company’s charter documents and approving
extraordinary transactions, such as mergers. Their interest in such
matters may differ from other shareholders and may also make it
more difficult for another party to acquire or control the Company
with their votes.
Provisions of the Company’s declaration of trust may limit the
ability of a third-party to acquire control of the Company by
authorizing the Company’s board of trustees to issue additional
securities.
The Company’s board of trustees may, without shareholder approval,
amend its declaration of trust to increase or decrease the
aggregate number of the Company’s shares or the number of shares of
any class or series that the Company has the authority to issue and
to classify or reclassify any unissued common or preferred shares,
and set the preferences, rights and other terms of the classified
or reclassified shares. As a result, the Company’s board of
trustees may authorize the issuance of additional shares or
establish a series of common or preferred shares that may delay or
prevent a change in control of the Company, including transactions
at a premium over the market price of the Company’s shares, even if
the Company’s shareholders believe that a change in control is in
their interest. These provisions, along with the restrictions on
ownership and transfer contained in the Company’s declaration of
trust and certain provisions of Maryland law, could discourage
unsolicited acquisition proposals or make it more difficult for a
third-party to gain control of the Company, which could adversely
affect the market price of the Company’s securities.
Provisions of Maryland law may limit the ability of a third-party
to acquire control of us by requiring the Company’s board of
trustees or shareholders to approve proposals to acquire our
company or effect a change in control.
Certain provisions of the Maryland General Corporation Law (the
“MGCL”) applicable to Maryland real estate investment trusts may
have the effect of inhibiting a third-party from making a proposal
to acquire us or of impeding a change in control under
circumstances that otherwise could provide our shareholders with
the opportunity to realize a premium over the then-prevailing
market price of their shares, including:
•“business
combination” provisions that, subject to limitations, prohibit
certain business combinations between us and an “interested
shareholder” (defined generally as any person who beneficially owns
10% or more of the voting power of our outstanding voting shares or
an affiliate or associate of ours who, at any time within the
two-year period immediately prior to the date in question, was the
beneficial owner of 10% or more of the voting power of our then
outstanding shares) or an affiliate of any interested shareholder
for five years after the most recent date on which the shareholder
becomes an interested shareholder, and thereafter imposes two
super-majority shareholder voting requirements on these
combinations, unless, among other conditions, our common
shareholders receive a minimum price, as defined in the MGCL, for
their shares and the consideration is received in cash or in the
same form as previously paid by the interested shareholder for its
shares; and
•“control
share” provisions that provide that our “control shares” (defined
as voting shares that, when aggregated with all other shares
controlled by the shareholder, entitle the shareholder to exercise
one of three increasing ranges of voting power in electing
trustees) acquired in a “control share acquisition” (defined as the
direct or indirect acquisition of ownership or control of issued
and outstanding “control shares”) have no voting rights except to
the extent approved by our shareholders by the affirmative vote of
at least two-thirds of all the votes entitled to be cast on the
matter, excluding shares owned by the acquirer, by our officers or
by our employees who are also trustees of our company.
By resolution of the Company’s board of trustees, we have opted out
of the business combination provisions of the MGCL and provided
that any business combination between us and any other person is
exempt from those provisions, provided that the business
combination is first approved by the Company’s board of trustees
(including a majority of trustees who are not affiliates or
associates of such persons). In addition, pursuant to a provision
in the Company’s bylaws, we have opted out of the MGCL’s control
share provisions of the MGCL. However, the Company’s board of
trustees may by resolution opt into the business combination
provisions and we may, by amending the Company’s bylaws, opt into
the control share provisions of the MGCL in the
future.
Risks Related to Qualification and Operation as a REIT
Failure to qualify as a REIT, or failure to remain qualified as a
REIT, would cause us to be taxed as a regular corporation, which
would substantially reduce funds available for distribution to our
shareholders.
We believe that we have been organized and have operated in
conformity with the requirements for qualification and taxation as
a REIT and that our current organization and proposed method of
operation will enable us to continue to qualify as a REIT. However,
we have not requested and do not intend to request a ruling from
the Internal Revenue Service (the “IRS”) that we qualify as a REIT.
As a result, we cannot assure you that we qualify or that we will
remain qualified as a REIT.
Qualification as a REIT involves the application of highly
technical and complex Code provisions for which only limited
judicial and administrative authorities exist. Even a technical or
inadvertent violation could jeopardize our REIT qualification. Our
qualification as a REIT depends upon our satisfaction of certain
asset, income, organizational, distribution, shareholder ownership
and other
requirements on a continuing basis. New legislation, court
decisions or administrative guidance, in each case possibly with
retroactive effect, may make it more difficult or impossible for us
to qualify as a REIT.
If we fail to qualify as a REIT in any taxable year, and we do not
qualify for certain statutory relief provisions, we will face
serious tax consequences that will substantially reduce the funds
available for distributions to our shareholders
because:
•we
would not be allowed a deduction for dividends paid to our
shareholders in computing our taxable income and would be subject
to U.S. federal income tax at the regular corporate tax rate
(currently 21%); and
•unless
we are entitled to relief under certain U.S. federal income tax
laws, we could not re-elect REIT status until the fifth calendar
year after the year in which we failed to qualify as a
REIT.
In addition, if we fail to qualify as a REIT, we will no longer be
required to make distributions to our shareholders and may choose
to deploy available cash in a different manner. As a result of all
these factors, our failure to qualify as a REIT could impair our
ability to expand our business and raise capital, and it could
adversely affect the value of our preferred and common
shares.
Even if we qualify as a REIT, we may face other tax liabilities
that reduce our cash flow.
Even if we qualify as a REIT, we may be subject to certain U.S.
federal, state and local taxes on our income and assets, including
taxes on any undistributed income, tax on income from some
activities conducted as a result of a foreclosure, and state or
local income, property and transfer taxes. In addition, we will be
subject to a 4% nondeductible excise tax if the actual amount that
we distribute to our shareholders in a calendar year is less than a
minimum amount specified under the Code, and we could, in certain
circumstances, be required to pay an excise or penalty tax (which
could be significant in amount) in order to utilize one or more
relief provisions under the Code to maintain our qualification as a
REIT. Any of these taxes would decrease cash available for
distribution to our shareholders. In addition, in order to meet the
REIT qualification requirements, or to avert the imposition of a
100% tax that applies to certain gains derived by a REIT from
dealer property or inventory, we hold some of our assets through a
TRS or other subsidiary corporations that are subject to U.S.
federal, state and local corporate taxes. Any of these taxes would
decrease cash available for distribution to our
shareholders.
Complying with the REIT requirements may cause us to forgo and/or
liquidate otherwise attractive investments.
To qualify as a REIT, we must continually satisfy tests concerning,
among other things, the sources of our income, the nature and
diversification of our assets, the amounts that we distribute to
our shareholders and the ownership of our shares. To meet these
tests, we may be required to take or forgo taking actions that we
would otherwise consider advantageous. For instance, in order to
satisfy the gross income or asset tests applicable to REITs under
the Code, we may be required to forgo investments that we otherwise
would make. Furthermore, we may be required to liquidate from our
portfolio otherwise attractive investments. In addition, we may be
required to make distributions to our shareholders at
disadvantageous times or when we do not have funds readily
available for distribution. These actions could reduce our income
and amounts available for distribution to our shareholders. Thus,
compliance with the REIT requirements may hinder our investment
performance.
The prohibited transactions tax may limit our ability to engage in
sale transactions.
A REIT’s income from “prohibited transactions” is subject to a 100%
tax. In general, “prohibited transactions” are sales or other
dispositions of property other than foreclosure property, held
primarily for sale to customers in the ordinary course of business.
We may be subject to the prohibited transactions tax equal to 100%
of net gain upon a disposition of real property that we hold.
Although a safe harbor is available, for which certain sales of
property by a REIT are not subject to the 100% prohibited
transaction tax, we cannot assure you that we can comply with the
safe harbor or that we will avoid owning property that may be
characterized as held primarily for sale to customers in the
ordinary course of business. Consequently, we may choose not to
engage in certain sales of our properties or we may conduct such
sales through our TRS, which would be subject to U.S. federal and
state income taxation. In addition, we may have to sell numerous
properties to a single or a few purchasers, which could cause us to
be less profitable than would be the case if we sold properties on
a property-by-property basis. For example, if we decide to acquire
properties opportunistically to renovate in anticipation of
immediate resale, we will need to conduct that activity through our
TRS to avoid the 100% prohibited transactions tax.
The 100% tax described above may limit our ability to enter into
transactions that would otherwise be beneficial to us. For example,
if circumstances make it not profitable or otherwise uneconomical
for us to remain in certain states or geographical markets, the
100% tax could delay our ability to exit those states or markets by
selling our assets in those states or markets other than through a
TRS, which could harm our operating profits and the trading price
of our shares. In addition, in order to avoid the prohibited
transactions
tax, we may be required to limit the structures we utilize for our
securitization transactions, even though the sales or structures
might otherwise be beneficial to us.
Complying with REIT requirements may limit our ability to hedge
effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code may limit our ability to hedge our
assets and operations. Under the Code, any income that we generate
from transactions intended to hedge our interest rate risk will be
excluded from gross income for purposes of the REIT 75% and 95%
gross income tests if the instrument hedges interest rate risk on
liabilities used to carry or acquire real estate assets or manages
the risk of certain currency fluctuations, and such instrument is
properly identified under applicable Treasury Regulations. Income
from hedging transactions that do not meet these requirements will
generally constitute non-qualifying income for purposes of both the
REIT 75% and 95% gross income tests. As a result of these rules, we
may have to limit our use of hedging techniques that might
otherwise be advantageous or implement those hedges through a TRS.
This could increase the cost of our hedging activities because our
TRS would be subject to tax on gains or expose us to greater risks
associated with changes in interest rates than we would otherwise
want to bear. In addition, losses in our TRS may only be carried
forward and may only be deducted against 80% of future taxable
income in the TRS.
Our ownership of our TRS is subject to limitations and our
transactions with our TRS will cause us to be subject to a 100%
penalty tax on certain income or deductions if those transactions
are not conducted on arm’s-length terms.
The Code provides that no more than 20% of the value of a REIT’s
assets may consist of shares or securities of one or more TRS. Our
TRS earn income that otherwise would be nonqualifying income if
earned by us. Our TRS also hold certain properties the sale of
which may not qualify for the safe harbor for prohibited
transactions described above. The limitation on ownership of TRS
stock could limit the extent to which we can conduct these
activities and other activities through our TRS. In addition, for
taxable years beginning after December 31, 2017, taxpayers,
including TRS, are subject to a limitation on their ability to
deduct net business interest generally equal to 30% of adjusted
taxable income, subject to certain exceptions. This provision may
limit the ability of our TRS to deduct interest, which could
increase its taxable income. The Code also imposes a 100% excise
tax on certain transactions between a TRS and its parent REIT that
are not conducted on an arm’s-length basis. There can be no
assurance that we will be able to comply with the TRS limitation or
avoid application of the 100% excise tax.
You may be restricted from acquiring or transferring certain
amounts of our shares.
In order to qualify as a REIT, for each taxable year beginning with
our taxable year ended December 31, 2013, five or fewer
individuals, as defined in the Code, may not own, beneficially or
constructively, more than 50% in value of our issued and
outstanding equity shares at any time during the last half of a
taxable year. Attribution rules in the Code determine if any
individual or entity beneficially or constructively owns our equity
shares under this requirement. Additionally, at least
100 persons must beneficially own our equity shares during at
least 335 days of a taxable year for each taxable year after
2012. To help insure that we meet these tests, the declaration of
trust restricts the acquisition and ownership of our equity
shares.
The Company’s declaration of trust, with certain exceptions,
authorizes the Company’s board of trustees to take such actions as
are necessary and desirable to preserve our qualification as a
REIT. Unless exempted by the Company’s board of trustees, the
Company’s declaration of trust prohibits any person, other than the
Hughes family, which is subject to the “excepted holder limit” (as
defined in the declaration of trust), and “designated investment
entities” (as defined in the declaration of trust), from
beneficially or constructively owning more than 8.0% in value or
number of shares, whichever is more restrictive, of our outstanding
common shares and more than 9.9% in value or number of shares,
whichever is more restrictive, of any class or series of our
preferred shares. The Company’s board of trustees may not grant an
exemption from these restrictions to any proposed transferee whose
ownership in excess of the applicable ownership limit would result
in our failing to qualify as a REIT. These restrictions on
ownership and transfer will not apply, however, if the Company’s
board of trustees determines that it is no longer in our best
interest to continue to qualify as a REIT. The share ownership
restrictions of the Code for REITs and the ownership and transfer
restrictions in our declaration of trust may inhibit market
activity in our equity shares and restrict our business combination
opportunities.
To satisfy the REIT distribution requirements, we may be forced to
take certain actions to raise funds if we have insufficient cash
flow which could materially and adversely affect us and the trading
price of our common or preferred shares.
To qualify as a REIT, we generally must distribute to our
stockholders at least 90% of our REIT taxable income each year,
computed without regard to the dividends paid deduction and any net
capital gains, and we will be subject to corporate income tax on
our undistributed taxable income to the extent that we distribute
less than 100% of our REIT taxable income each year, computed
without regard to the dividends paid deduction. In addition, we
will be subject to a 4% nondeductible excise tax on the amount, if
any, by which distributions paid by us in any calendar year are
less than the sum of 85% of our ordinary income, 95% of our capital
gain net income and 100% of our undistributed income from prior
years. In order to satisfy these distribution requirements to
maintain our REIT status and avoid the payment of income and excise
taxes, we may need to take certain actions to raise funds if we
have
insufficient cash flow, such as borrowing funds, raising additional
equity capital, selling a portion of our assets or finding another
alternative to make distributions to our stockholders. We may be
forced to take those actions even if the then-prevailing market
conditions are not favorable for those actions. This situation
could arise from, among other things, differences in timing between
the actual receipt of cash and recognition of income for U.S.
federal income tax purposes, or the effect of non-deductible
capital expenditures or other non-deductible expenses, the creation
of reserves, or required debt or amortization payments. Such
actions could increase our costs and reduce the value of our common
or preferred shares. These sources, however, may not be available
on favorable terms or at all. Our access to third-party sources of
capital depends on a number of factors, including the market’s
perception of our growth potential, our current debt levels, the
market price of our common or preferred shares, and our current and
potential future earnings. We cannot assure you that we will have
access to such capital on favorable terms at the desired times, or
at all, which may cause us to curtail our investment activities
and/or to dispose of assets at inopportune times, and could
materially and adversely affect us and the trading price of our
common or preferred shares.
We may be subject to adverse legislative or regulatory tax changes
that could reduce the market price of our outstanding common or
preferred shares.
The IRS, the United States Treasury Department and Congress
frequently review U.S. federal income tax legislation, regulations
and other guidance. We cannot predict whether, when or to what
extent new U.S. federal tax laws, regulations, interpretations or
rulings will be adopted. Any legislative action may prospectively
or retroactively modify our tax treatment and, therefore, may
adversely affect our taxation or our shareholders. We urge you to
consult with your tax advisor with respect to the status of
legislative, regulatory or administrative developments and
proposals and their potential effect on an investment in our stock.
Although REITs generally receive certain tax advantages compared to
entities taxed as “C” corporations, it is possible that future
legislation would result in a REIT having fewer tax advantages, and
it could become more advantageous for a company that invests in
real estate to elect to be treated for U.S. federal income tax
purposes as a “C” corporation.
The “fast-pay stock” rules could apply if we issue preferred shares
in a reopening, which could subject our shareholders to adverse
U.S. federal income tax consequences.
We have, and may continue to have, series of preferred shares
outstanding with respect to which we have the ability to issue
additional preferred shares of that series without shareholder
approval (referred to as a “reopening” of the preferred shares). We
may issue additional series of preferred shares in the future with
the reopening feature. If we issue preferred shares in a reopening
at a price that exceeds the redemption price of such preferred
shares by more than a
de minimis
amount, those shares could be considered to be “fast-pay stock”
under Treasury Regulations promulgated under Section 7701(l) of the
Code (the “Fast-Pay Stock Regulations”). Under the Fast-Pay Stock
Regulations, if stock of a REIT is structured so that dividends
paid with respect to the stock are economically (in whole or in
part) a return of the stockholder’s investment (rather than a
return on the stockholder’s investment), the stock is characterized
as “fast-pay stock,” resulting in the adverse tax consequences
described below. Under the Fast-Pay Stock Regulations, unless
clearly demonstrated otherwise, our preferred shares are presumed
to be fast-pay stock if they are issued for an amount that exceeds
(by more than a
de minimis
amount, as determined under certain other Treasury Regulations) the
amount at which the shareholder can be compelled to dispose of the
shares (“Fast-Pay Stock”). Apart from the Fast-Pay Stock
Regulations, no meaningful guidance exists regarding the
determination of whether a dividend economically constitutes a
return of investment for these purposes or how a taxpayer could
clearly demonstrate otherwise.
If any of our preferred shares are determined to be Fast-Pay Stock,
the U.S. federal income tax treatment of the holders of such
Fast-Pay Stock (the “FP Shareholders”) and our other shareholders
(the “NFP Shareholders”) would be as described below:
•The
FP Shareholders would be treated as having purchased financing
instruments from the NFP Shareholders. Such financing instruments
would be deemed to have the same terms as the Fast-Pay
Stock.
•Payments
made by us on the Fast-Pay Stock would be deemed to be made by us
to the NFP Shareholders, and the NFP Shareholders would be deemed
to pay equal amounts to the FP Shareholders under the deemed
financing instruments.
•Any
Fast-Pay Stock would not be fungible for U.S. federal income tax
purposes with other preferred shares.
•If
an NFP Shareholder sells our shares, in addition to any
consideration actually paid and received for such shares, (i) the
buyer would be deemed to pay, and such NFP Shareholder would be
deemed to receive, the amount necessary to terminate the NFP
Shareholder’s position in the deemed financing instruments at fair
market value, and (ii) the buyer would be deemed to issue a
financing instrument to the appropriate FP Shareholders in exchange
for the amount necessary to terminate the NFP Shareholder’s
position in the deemed financing instruments. For any transactions
that are not sales, but that affect any of our shares that are not
Fast-Pay Stock, the parties to the transaction must make
appropriate adjustments to properly take into account the Fast-Pay
Stock arrangement.
While the character of the deemed payments and deemed financing
instruments (for example, stock or debt) described above are
determined under general U.S. federal income tax principles and
depend on all the facts and circumstances, there is a lack of
meaningful guidance regarding the consequences to us, the FP
Shareholders and NFP Shareholders of the payments deemed made and
received. For example, dividends received by the FP Shareholders
generally could be treated as (i) additional dividend income to the
NFP Shareholders and (ii) ordinary income, in whole or in part, to
the FP Shareholders. In addition, the extent to which NFP
Shareholders could deduct payments deemed made on the financing
instruments and the withholding taxes and information reporting
requirements that could apply are uncertain. Transactions involving
fast-pay stock arrangements are treated as “listed transactions”
for U.S. federal income tax purposes. Thus, if any preferred shares
issued by us are treated as Fast-Pay Stock, we and our shareholders
would be required to report our and their participation in the
transaction on IRS Form 8886 on an annual basis with our and their
U.S. federal income tax returns and also would be required to mail
a copy of that form to the IRS Office of Tax Shelter Analysis.
Failure to comply with those disclosure requirements could result
in the assessment by the IRS of interest, additions to tax and
onerous penalties. In addition, an accuracy-related penalty applies
under the Code to any reportable transaction understatement
attributable to a listed transaction if a significant purpose of
the transaction is the avoidance or evasion of U.S. federal income
tax. Finally, treatment as a listed transaction would mean that
certain of our “material advisors” (as defined under applicable
Treasury Regulations) also would be required to file a disclosure
statement with the IRS. We and certain of our advisors could decide
to file disclosure statements with the IRS on a protective basis to
avoid the risk of penalties, even if it is uncertain that our
preferred shares are in fact Fast-Pay Stock or that such advisor is
a “material advisor.” Prospective shareholders should consult their
own tax advisors as to the application of these rules to their
individual circumstances.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The following table summarizes certain key single-family properties
metrics as of December 31, 2022:
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
Number of Single-Family Properties
(1)
|
|
% of Total Single-Family Properties |
|
Gross Book Value (millions) |
|
% of Gross Book Value Total |
|
Avg. Gross Book Value per Property |
|
Avg.
Sq. Ft. |
|
Avg. Property Age (years) |
|
Avg. Year
Purchased or Delivered |
Atlanta, GA |
|
5,805 |
|
10.0 |
% |
|
$ |
1,256.1 |
|
|
10.2 |
% |
|
$ |
216,381 |
|
|
2,167 |
|
17.1 |
|
2016 |
Dallas-Fort Worth, TX |
|
4,224 |
|
7.3 |
% |
|
735.7 |
|
|
6.0 |
% |
|
174,165 |
|
|
2,108 |
|
18.5 |
|
2014 |
Charlotte, NC |
|
3,962 |
|
6.8 |
% |
|
837.2 |
|
|
6.8 |
% |
|
211,311 |
|
|
2,105 |
|
17.5 |
|
2015 |
Phoenix, AZ |
|
3,405 |
|
5.9 |
% |
|
711.9 |
|
|
5.8 |
% |
|
209,085 |
|
|
1,838 |
|
18.6 |
|
2015 |
Nashville, TN |
|
3,238 |
|
5.6 |
% |
|
775.8 |
|
|
6.3 |
% |
|
239,592 |
|
|
2,110 |
|
15.7 |
|
2016 |
Indianapolis, IN |
|
2,910 |
|
5.0 |
% |
|
499.4 |
|
|
4.1 |
% |
|
171,612 |
|
|
1,930 |
|
19.9 |
|
2014 |
Houston, TX |
|
2,642 |
|
4.6 |
% |
|
465.1 |
|
|
3.8 |
% |
|
176,023 |
|
|
2,095 |
|
17.0 |
|
2014 |
Jacksonville, FL |
|
2,891 |
|
5.0 |
% |
|
602.9 |
|
|
4.9 |
% |
|
208,527 |
|
|
1,931 |
|
14.5 |
|
2016 |
Tampa, FL |
|
2,729 |
|
4.7 |
% |
|
602.7 |
|
|
4.9 |
% |
|
220,833 |
|
|
1,939 |
|
15.5 |
|
2016 |
Raleigh, NC |
|
2,177 |
|
3.8 |
% |
|
429.2 |
|
|
3.5 |
% |
|
197,136 |
|
|
1,889 |
|
16.9 |
|
2015 |
Columbus, OH |
|
2,110 |
|
3.6 |
% |
|
397.3 |
|
|
3.2 |
% |
|
188,290 |
|
|
1,869 |
|
20.6 |
|
2015 |
Cincinnati, OH |
|
2,131 |
|
3.7 |
% |
|
414.1 |
|
|
3.4 |
% |
|
194,337 |
|
|
1,844 |
|
20.0 |
|
2014 |
Orlando, FL |
|
1,867 |
|
3.2 |
% |
|
379.1 |
|
|
3.1 |
% |
|
203,033 |
|
|
1,897 |
|
19.3 |
|
2015 |
Salt Lake City, UT |
|
1,908 |
|
3.3 |
% |
|
575.9 |
|
|
4.7 |
% |
|
301,837 |
|
|
2,242 |
|
16.3 |
|
2016 |
Greater Chicago area, IL and IN |
|
1,611 |
|
2.8 |
% |
|
304.3 |
|
|
2.5 |
% |
|
188,859 |
|
|
1,869 |
|
21.3 |
|
2013 |
Las Vegas, NV |
|
1,854 |
|
3.2 |
% |
|
493.2 |
|
|
4.0 |
% |
|
266,016 |
|
|
1,908 |
|
13.0 |
|
2016 |
Charleston, SC |
|
1,524 |
|
2.6 |
% |
|
345.7 |
|
|
2.8 |
% |
|
226,808 |
|
|
1,963 |
|
12.1 |
|
2017 |
San Antonio, TX |
|
1,325 |
|
2.3 |
% |
|
258.1 |
|
|
2.1 |
% |
|
194,760 |
|
|
1,933 |
|
14.2 |
|
2015 |
Seattle, WA |
|
1,141 |
|
2.0 |
% |
|
369.9 |
|
|
3.0 |
% |
|
324,227 |
|
|
1,996 |
|
13.0 |
|
2017 |
Savannah/Hilton Head, SC |
|
1,042 |
|
1.8 |
% |
|
216.6 |
|
|
1.8 |
% |
|
207,830 |
|
|
1,889 |
|
14.2 |
|
2016 |
All Other
(2)
|
|
7,382 |
|
12.8 |
% |
|
1,654.9 |
|
|
13.1 |
% |
|
224,184 |
|
|
1,902 |
|
17.1 |
|
2015 |
Total/Average |
|
57,878 |
|
100.0 |
% |
|
$ |
12,325.1 |
|
|
100.0 |
% |
|
$ |
212,950 |
|
|
1,989 |
|
17.1 |
|
2015 |
(1)Excludes
1,115 single-family properties held for sale as of
December 31, 2022.
(2)Represents
15 markets in 13 states.
For details on material encumbrances on our properties, see
“Schedule III—Real Estate and Accumulated Depreciation”
included in Part IV, “Item 15. Exhibit and Financial Statement
Schedules” of this Annual Report on Form 10-K.
Property and Management
We own commercial real estate in Las Vegas, Nevada, which serves as
our principal executive offices. We also lease commercial office
space in Calabasas, California, where certain corporate functions
are located, as well as an additional 27 locations in 16 states for
other operational and development personnel.
ITEM 3. LEGAL PROCEEDINGS
For a description of the Company’s legal proceedings, see “Note 14.
Commitments and Contingencies” to our consolidated financial
statements included as a separate section in Part IV,
“Item 15. Exhibit and Financial Statement Schedules” of this
Annual Report on Form 10-K.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Class A common shares have traded on the New York Stock
Exchange (“NYSE”) under the symbol “AMH” since August 1, 2013.
Prior to that date, there was no public trading market for our
Class A common shares. On February 22, 2023, the last
reported sales price per share of our Class A common shares
was $32.86. The Company’s Class B common shares and the
Operating Partnership’s Class A units are not publicly
traded.
Shareholders / Unitholders
As of the close of business on February 22, 2023, there were
26 holders of record of the Company’s Class A common shares
(excludes beneficial owners whose shares are held in street name by
brokers and other nominees), one shareholder of record of the
Company’s Class B common shares and 11 holders of record of
the Operating Partnership’s Class A units (including AMH’s general
partnership interest).
Distributions
The Company’s board of trustees declared total distributions of
$0.72 and $0.40 per Class A and Class B common share during
the years ended December 31, 2022 and 2021, respectively. The
Operating Partnership funds the payment of distributions, and an
equivalent amount of distributions were declared on the
corresponding Operating Partnership units. Future distributions on
our Class A and Class B common shares will be determined by and at
the sole discretion of the Company’s board of trustees and will be
based on a variety of factors, which may include among others: our
actual and projected results of operations; our liquidity, cash
flows and financial condition; revenue from our properties; our
operating expenses; economic conditions; debt service requirements;
limitations under our financing arrangements; applicable law;
capital requirements; the REIT requirements of the Code;
utilization of AMH’s net operating loss (“NOL”) carryforwards; and
such other factors as the Company’s board of trustees deems
relevant. To maintain our qualification as a REIT, AMH must
generally make annual distributions to our shareholders of at least
90% of our REIT taxable income for the current taxable year,
determined without regard to deductions for dividends paid and any
net capital gains. AMH intends to use its NOL (to the extent
available) to reduce AMH’s REIT taxable income and to pay quarterly
distributions to our shareholders, and the Operating Partnership
intends to pay quarterly distributions to the Operating
Partnership’s unitholders, including AMH, which distributions, in
the aggregate, approximately equal or exceed AMH’s net taxable
income in the relevant year. However, our cash available for
distribution may be less than the amount required to meet the
distribution requirements for REITs under the Code and we may be
required to borrow money, sell assets or make taxable distributions
of our equity shares or debt securities to satisfy the distribution
requirements. No distributions can be paid on our Class A and Class
B common shares unless we have first paid all cumulative
distributions on our Series G and Series H perpetual preferred
shares. The distribution preference of our Series G and Series H
perpetual preferred shares could limit our ability to make
distributions to the holders of our Class A and Class B common
shares. The following table displays the
estimated income tax treatment of distributions on our Class A and
Class B common shares and Series D, Series E, Series F, Series G
and Series H perpetual preferred shares for the years ended
December 31, 2022 and 2021:
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|
|
|
|
2022 |
|
2021 |
|
Ordinary dividend income
(1)
|
|
Qualified dividend income |
|
|
|
Capital gains
(2)(3)(4)
|
|
Total |
|
Ordinary dividend income
(1)
|
|
Qualified dividend income |
|
Capital gains
(2)(3)(4)
|
|
Total |
Common Shares |
52.6 |
% |
|
— |
% |
|
|
|
47.4 |
% |
|
100.0 |
% |
|
73.1 |
% |
|
0.7 |
% |
|
26.2 |
% |
|
100.0 |
% |
Perpetual Preferred Shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series D |
— |
% |
|
— |
% |
|
|
|
— |
% |
|
— |
% |
|
73.1 |
% |
|
0.7 |
% |
|
26.2 |
% |
|
100.0 |
% |
Series E |
— |
% |
|
— |
% |
|
|
|
— |
% |
|
— |
% |
|
73.1 |
% |
|
0.7 |
% |
|
26.2 |
% |
|
100.0 |
% |
Series F |
52.6 |
% |
|
— |
% |
|
|
|
47.4 |
% |
|
100.0 |
% |
|
73.1 |
% |
|
0.7 |
% |
|
26.2 |
% |
|
100.0 |
% |
Series G |
52.6 |
% |
|
— |
% |
|
|
|
47.4 |
% |
|
100.0 |
% |
|
73.1 |
% |
|
0.7 |
% |
|
26.2 |
% |
|
100.0 |
% |
Series H |
52.6 |
% |
|
— |
% |
|
|
|
47.4 |
% |
|
100.0 |
% |
|
73.1 |
% |
|
0.7 |
% |
|
26.2 |
% |
|
100.0 |
% |
(1)100.0%
of the ordinary dividend income is treated as Internal Revenue Code
(“IRC”) Section 199A qualified REIT dividend income. Treasury
Regulation §1.199A-3(c)(2)(ii) requires that shareholders hold
their REIT shares for at least 45 days in order for the dividends
to be treated as Section 199A dividends.
(2)Represents
our designation to shareholders of the capital gain dividend
amounts for the year pursuant to IRC Section
857(b)(3)(B).
(3)Pursuant
to Treasury Regulation §1.1061-6(c), the Company is disclosing
additional information related to the capital gain dividends
reported on Form 1099-DIV, Box 2a, Total Capital Gain Distributions
for purposes of IRC Section 1061. IRC Section 1061 is generally
applicable to direct and indirect holders of “applicable
partnership interests.” The “One Year Amounts” and “Three Year
Amounts” required to be disclosed are both zero with respect to the
2022 and 2021 distributions, since all capital gain distributions
relate to IRC Section 1231 gains. Shareholders should consult with
their tax advisors to determine whether IRC Section 1061 applies to
their capital gain distributions.
(4)100.0%
of the capital gain distributions represent gain from dispositions
of U.S. real property interests pursuant to IRC Section 897 for
foreign shareholders.
Stock Performance Graph
This performance graph shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act or otherwise subject to the
liabilities under that Section, and shall not be incorporated by
reference into any filing by us under the Securities Act except as
expressly set forth in such filing.
The following graph compares the cumulative total return on our
Class A common shares from December 31, 2017 to the NYSE
closing price per share on December 31, 2022, with the
cumulative total returns on the Standard & Poor’s 500
Composite Stock Price Index (the “S&P 500”) and the MSCI
U.S. REIT Index. The graph assumes the investment of $100 in our
Class A common shares and each of the indices on
December 31, 2017, and the reinvestment of all dividends. The
return shown on the graph is not necessarily indicative of future
performance.
Comparison of Cumulative Total Return
Among AMH, the S&P 500 Index and the MSCI U.S. REIT
Index
The following table provides the same information in tabular
form:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2017 |
|
12/31/2018 |
|
12/31/2019 |
|
12/31/2020 |
|
12/31/2021 |
|
12/31/2022 |
AMH |
|
$ |
100.00 |
|
|
$ |
91.77 |
|
|
$ |
122.16 |
|
|
$ |
140.83 |
|
|
$ |
206.89 |
|
|
$ |
145.98 |
|
S&P 500 |
|
$ |
100.00 |
|
|
$ |
95.61 |
|
|
$ |
125.70 |
|
|
$ |
148.81 |
|
|
$ |
191.48 |
|
|
$ |
156.77 |
|
MSCI U.S. REIT |
|
$ |
100.00 |
|
|
$ |
95.49 |
|
|
$ |
120.21 |
|
|
$ |
111.18 |
|
|
$ |
159.08 |
|
|
$ |
120.09 |
|
ITEM 6. [RESERVED]
ITEM 7. 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 consolidated
financial statements and related notes appearing elsewhere in this
Annual Report on Form 10-K. This discussion contains
forward-looking statements based upon our current expectations that
involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking
statements as a result of various factors, including, but not
limited to, those set forth under Part I, “Item 1A. Risk
Factors” in this report.
This section of this Form 10-K generally discusses the years ended
December 31, 2022 and 2021. A discussion of the year ended
December 31, 2020 is available at Part II, “Item 7.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in our Annual Report on Form 10-K for the
year ended December 31, 2021.
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 December 31, 2022, we owned 58,993 single-family
properties in select submarkets of metropolitan statistical areas
(“MSAs”) in 21 states, including 1,115 properties held for sale,
compared to 57,024 single-family properties in 22 states, including
659 properties held for sale, as of December 31, 2021. As of
December 31, 2022, 55,605 of our total properties (excluding
properties held for sale) were occupied, compared to 53,637 of our
total properties (excluding properties held for sale) as of
December 31, 2021. Also, as of December 31, 2022, the
Company had an additional 2,540 properties held in unconsolidated
joint ventures, compared to 1,942 properties held in unconsolidated
joint ventures as of December 31, 2021. 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 December 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
5,805 |
|
|
10.0 |
% |
|
$ |
1,256.1 |
|
|
10.2 |
% |
|
$ |
216,381 |
|
|
2,167 |
|
|
17.1 |
|
|
2016 |
Dallas-Fort Worth, TX |
|
4,224 |
|
|
7.3 |
% |
|
735.7 |
|
|
6.0 |
% |
|
174,165 |
|
|
2,108 |
|
|
18.5 |
|
|
2014 |
Charlotte, NC |
|
3,962 |
|
|
6.8 |
% |
|
837.2 |
|
|
6.8 |
% |
|
211,311 |
|
|
2,105 |
|
|
17.5 |
|
|
2015 |
Phoenix, AZ |
|
3,405 |
|
|
5.9 |
% |
|
711.9 |
|
|
5.8 |
% |
|
209,085 |
|
|
1,838 |
|
|
18.6 |
|
|
2015 |
Nashville, TN |
|
3,238 |
|
|
5.6 |
% |
|
775.8 |
|
|
6.3 |
% |
|
239,592 |
|
|
2,110 |
|
|
15.7 |
|
|
2016 |
Indianapolis, IN |
|
2,910 |
|
|
5.0 |
% |
|
499.4 |
|
|
4.1 |
% |
|
171,612 |
|
|
1,930 |
|
|
19.9 |
|
|
2014 |
Houston, TX |
|
2,642 |
|
|
4.6 |
% |
|
465.1 |
|
|
3.8 |
% |
|
176,023 |
|
|
2,095 |
|
|
17.0 |
|
|
2014 |
Jacksonville, FL |
|
2,891 |
|
|
5.0 |
% |
|
602.9 |
|
|
4.9 |
% |
|
208,527 |
|
|
1,931 |
|
|
14.5 |
|
|
2016 |
Tampa, FL |
|
2,729 |
|
|
4.7 |
% |
|
602.7 |
|
|
4.9 |
% |
|
220,833 |
|
|
1,939 |
|
|
15.5 |
|
|
2016 |
Raleigh, NC |
|
2,177 |
|
|
3.8 |
% |
|
429.2 |
|
|
3.5 |
% |
|
197,136 |
|
|
1,889 |
|
|
16.9 |
|
|
2015 |
Columbus, OH |
|
2,110 |
|
|
3.6 |
% |
|
397.3 |
|
|
3.2 |
% |
|
188,290 |
|
|
1,869 |
|
|
20.6 |
|
|
2015 |
Cincinnati, OH |
|
2,131 |
|
|
3.7 |
% |
|
414.1 |
|
|
3.4 |
% |
|
194,337 |
|
|
1,844 |
|
|
20.0 |
|
|
2014 |
Orlando, FL |
|
1,867 |
|
|
3.2 |
% |
|
379.1 |
|
|
3.1 |
% |
|
203,033 |
|
|
1,897 |
|
|
19.3 |
|
|
2015 |
Salt Lake City, UT |
|
1,908 |
|
|
3.3 |
% |
|
575.9 |
|
|
4.7 |
% |
|
301,837 |
|
|
2,242 |
|
|
16.3 |
|
|
2016 |
Greater Chicago area, IL and IN |
|
1,611 |
|
|
2.8 |
% |
|
304.3 |
|
|
2.5 |
% |
|
188,859 |
|
|
1,869 |
|
|
21.3 |
|
|
2013 |
Las Vegas, NV |
|
1,854 |
|
|
3.2 |
% |
|
493.2 |
|
|
4.0 |
% |
|
266,016 |
|
|
1,908 |
|
|
13.0 |
|
|
2016 |
Charleston, SC |
|
1,524 |
|
|
2.6 |
% |
|
345.7 |
|
|
2.8 |
% |
|
226,808 |
|
|
1,963 |
|
|
12.1 |
|
|
2017 |
San Antonio, TX |
|
1,325 |
|
|
2.3 |
% |
|
258.1 |
|
|
2.1 |
% |
|
194,760 |
|
|
1,933 |
|
|
14.2 |
|
|
2015 |
Seattle, WA |
|
1,141 |
|
|
2.0 |
% |
|
369.9 |
|
|
3.0 |
% |
|
324,227 |
|
|
1,996 |
|
|
13.0 |
|
|
2017 |
Savannah/Hilton Head, SC |
|
1,042 |
|
|
1.8 |
% |
|
216.6 |
|
|
1.8 |
% |
|
207,830 |
|
|
1,889 |
|
|
14.2 |
|
|
2016 |
All Other
(2)
|
|
7,382 |
|
|
12.8 |
% |
|
1,654.9 |
|
|
13.1 |
% |
|
224,184 |
|
|
1,902 |
|
|
17.1 |
|
|
2015 |
Total/Average |
|
57,878 |
|
|
100.0 |
% |
|
$ |
12,325.1 |
|
|
100.0 |
% |
|
$ |
212,950 |
|
|
1,989 |
|
|
17.1 |
|
|
2015 |
(1)Excludes
1,115 single-family properties held for sale as of
December 31, 2022.
(2)Represents
15 markets in 13 states.
The following table summarizes certain key leasing metrics as of
December 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
96.0 |
% |
|
$ |
2,014 |
|
|
12.0 |
|
6.1 |
|
9.7 |
% |
Dallas-Fort Worth, TX |
|
96.7 |
% |
|
2,069 |
|
|
12.0 |
|
6.2 |
|
7.4 |
% |
Charlotte, NC |
|
96.6 |
% |
|
1,930 |
|
|
12.2 |
|
6.3 |
|
8.3 |
% |
Phoenix, AZ |
|
94.9 |
% |
|
1,938 |
|
|
12.0 |
|
6.1 |
|
9.6 |
% |
Nashville, TN |
|
95.8 |
% |
|
2,104 |
|
|
12.0 |
|
6.4 |
|
8.9 |
% |
Indianapolis, IN |
|
95.0 |
% |
|
1,714 |
|
|
12.1 |
|
6.2 |
|
5.4 |
% |
Houston, TX |
|
96.7 |
% |
|
1,883 |
|
|
12.0 |
|
6.3 |
|
5.5 |
% |
Jacksonville, FL |
|
95.8 |
% |
|
1,981 |
|
|
12.0 |
|
6.6 |
|
8.2 |
% |
Tampa, FL |
|
97.3 |
% |
|
2,122 |
|
|
12.0 |
|
6.3 |
|
10.3 |
% |
Raleigh, NC |
|
96.4 |
% |
|
1,827 |
|
|
12.1 |
|
5.9 |
|
9.1 |
% |
Columbus, OH |
|
96.2 |
% |
|
1,962 |
|
|
12.0 |
|
6.1 |
|
6.9 |
% |
Cincinnati, OH |
|
96.0 |
% |
|
1,918 |
|
|
12.0 |
|
6.3 |
|
6.8 |
% |
Orlando, FL |
|
96.2 |
% |
|
2,053 |
|
|
12.0 |
|
6.3 |
|
9.9 |
% |
Salt Lake City, UT |
|
95.8 |
% |
|
2,247 |
|
|
12.0 |
|
5.9 |
|
8.2 |
% |
Greater Chicago area, IL and IN |
|
97.9 |
% |
|
2,201 |
|
|
12.2 |
|
6.2 |
|
7.3 |
% |
Las Vegas, NV |
|
91.5 |
% |
|
2,070 |
|
|
12.0 |
|
6.4 |
|
7.4 |
% |
Charleston, SC |
|
97.0 |
% |
|
2,062 |
|
|
12.0 |
|
6.2 |
|
7.8 |
% |
San Antonio, TX |
|
94.0 |
% |
|
1,859 |
|
|
12.0 |
|
6.0 |
|
5.3 |
% |
Seattle, WA |
|
93.8 |
% |
|
2,496 |
|
|
12.0 |
|
5.5 |
|
7.8 |
% |
Savannah/Hilton Head, SC |
|
96.9 |
% |
|
1,935 |
|
|
12.0 |
|
6.5 |
|
9.3 |
% |
All Other
(6)
|
|
94.7 |
% |
|
1,988 |
|
|
12.0 |
|
6.3 |
|
7.9 |
% |
Total/Average |
|
95.8 |
% |
|
$ |
2,001 |
|
|
12.0 |
|
6.2 |
|
8.1 |
% |
(1)Excludes
1,115 single-family properties held for sale as of
December 31, 2022.
(2)For
the year ended December 31, 2022, 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 year ended December 31, 2022, 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 year, 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 year ended December 31,
2022, compared to the annual rent of the previously expired
non-month-to-month comparable long-term lease for each
property.
(6)Represents
15 markets in 13 states.
We believe these key single-family property and leasing metrics
provide useful information to investors because they allow
investors to understand the composition and performance of our
properties on a market by market basis. Management also uses these
metrics to understand the composition and performance of our
properties at the market level.
Factors That Affect Our Results of Operations and Financial
Condition
Our results of operations and financial condition are affected by
numerous factors, many of which are beyond our control. Key factors
that impact our results of operations and financial condition
include the pace at which we identify and acquire suitable land and
properties, the time and cost required to renovate the acquired
properties, the pace and cost of our property developments, the
time to lease newly acquired or developed properties at acceptable
rental rates, occupancy levels, rates of tenant turnover, the
length of vacancy in properties between tenant leases, our expense
ratios, our ability to raise capital and our capital structure.
Additionally, recent supply chain disruptions, inflationary
increases in labor and material costs and labor shortages have
impacted and may continue to impact certain aspects of our
business, including our AMH Development Program, our renovation
program associated with recently 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
increasingly focused on developing “built-for-rental” homes through
our internal AMH Development Program. In addition, we
also
acquire newly constructed homes from third-party developers through
our National Builder Program. Opportunities from these new
construction channels are impacted by the availability of vacant
developed lots, development land assets and inventory of homes
currently under construction or newly developed. Our level of
investment activity has fluctuated based on the number of suitable
opportunities and the level of capital available to invest.
Recently, we have strategically scaled back acquisitions 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
year ended December 31, 2022, we developed or acquired 2,958
homes, including 1,320 newly constructed homes delivered through
our AMH Development Program, 1,438 homes acquired through our
National Builder Program and traditional acquisition channel and
200 homes acquired in a bulk transaction from an unconsolidated
joint venture, partially offset by 989 homes sold to third parties
or contributed to an unconsolidated joint venture. During the year
ended December 31, 2022, we also developed an additional 863
newly constructed properties which were delivered to our
unconsolidated joint ventures, aggregating to 2,183 total program
deliveries through our AMH Development Program.
Our properties held for sale were identified based on submarket
analysis, as well as individual property-level operational review.
As of December 31, 2022 and 2021, there were 1,115 and 659
properties, respectively, classified as held for sale. We will
continue to evaluate our properties for potential disposition going
forward as a normal course of business.
Property Operations
Homes added to our portfolio through new construction channels
include properties developed through our internal AMH Development
Program and newly constructed properties acquired from third-party
developers through our National Builder Program. Rental homes
developed through our AMH Development Program involve substantial
up-front costs, time to acquire and develop land, time to build the
rental home, and time to lease the rental home before the home
generates income. This process is dependent upon the nature of each
lot acquired and the timeline varies primarily due to land
development requirements. Once land development requirements have
been met, 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 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 30 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.
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 8.0% for
the year ended December 31, 2022 and we experienced turnover rates,
which represents the number of tenant move-outs during the period
divided by the total number of properties, of 27.7% and 29.6%
during the years ended December 31, 2022 and 2021,
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 also 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 $310.0 million for the year ended
December 31, 2022, compared to $210.6 million for the year
ended December 31, 2021. This increase was primarily due to a
larger number of occupied properties resulting from growth in the
Company’s portfolio, higher rental rates and lower uncollectible
rents, as well as higher net gains on property sales, partially
offset by $6.1 million of hurricane-related charges, net in the
year ended December 31, 2022.
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, identified for future 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 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”)).
Comparison of the Year Ended December 31, 2022 to the Year Ended
December 31, 2021
The following table presents a summary of Core NOI for our
Same-Home properties, Non-Same-Home and Other properties and total
properties for the years ended December 31, 2022 and 2021
(amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2022 |
|
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 |
$ |
1,054,675 |
|
|
|
|
$ |
222,317 |
|
|
|
|
$ |
1,276,992 |
|
|
|
Fees from single-family properties |
21,214 |
|
|
|
|
5,774 |
|
|
|
|
26,988 |
|
|
|
Bad debt |
(11,140) |
|
|
|
|
(4,912) |
|
|
|
|
(16,052) |
|
|
|
Core revenues |
1,064,749 |
|
|
|
|
223,179 |
|
|
|
|
1,287,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property tax expense |
179,726 |
|
|
16.9 |
% |
|
37,858 |
|
|
17.0 |
% |
|
217,584 |
|
|
16.9 |
% |
HOA fees, net
(2)
|
19,409 |
|
|
1.8 |
% |
|
4,540 |
|
|
2.0 |
% |
|
23,949 |
|
|
1.9 |
% |
R&M and turnover costs, net
(2)
|
79,560 |
|
|
7.5 |
% |
|
20,653 |
|
|
9.3 |
% |
|
100,213 |
|
|
7.8 |
% |
Insurance |
11,571 |
|
|
1.1 |
% |
|
2,523 |
|
|
1.1 |
% |
|
14,094 |
|
|
1.1 |
% |
Property management expenses, net
(3)
|
79,851 |
|
|
7.5 |
% |
|
22,631 |
|
|
10.1 |
% |
|
102,482 |
|
|
7.9 |
% |
Core property operating expenses |
370,117 |
|
|
34.8 |
% |
|
88,205 |
|
|
39.5 |
% |
|
458,322 |
|
|
35.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Core NOI |
$ |
694,632 |
|
|
65.2 |
% |
|
$ |
134,974 |
|
|
60.5 |
% |
|
$ |
829,606 |
|
|
64.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2021 |
|
Same-Home
Properties (1)
|
|
% of
Core Revenue |
|
Non-Same-Home and Other Properties |
|
% of
Core Revenue |
|
Total
Properties |
|
% of
Core Revenue |
Rents from single-family properties |
$ |
979,896 |
|
|
|
|
$ |
146,512 |
|
|
|
|
$ |
1,126,408 |
|
|
|
Fees from single-family properties |
18,829 |
|
|
|
|
3,731 |
|
|
|
|
22,560 |
|
|
|
Bad debt |
(17,463) |
|
|
|
|
(5,927) |
|
|
|
|
(23,390) |
|
|
|
Core revenues |
981,262 |
|
|
|
|
144,316 |
|
|
|
|
1,125,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property tax expense |
165,135 |
|
|
16.8 |
% |
|
25,857 |
|
|
17.9 |
% |
|
190,992 |
|
|
17.0 |
% |
HOA fees, net
(2)
|
18,445 |
|
|
1.9 |
% |
|
3,135 |
|
|
2.2 |
% |
|
21,580 |
|
|
1.9 |
% |
R&M and turnover costs, net
(2)
|
75,808 |
|
|
7.7 |
% |
|
15,348 |
|
|
10.6 |
% |
|
91,156 |
|
|
8.1 |
% |
Insurance |
10,058 |
|
|
1.0 |
% |
|
1,690 |
|
|
1.2 |
% |
|
11,748 |
|
|
1.0 |
% |
Property management expenses, net
(3)
|
75,044 |
|
|
7.7 |
% |
|
15,242 |
|
|
10.6 |
% |
|
90,286 |
|
|
8.0 |
% |
Core property operating expenses |
344,490 |
|
|
35.1 |
% |
|
61,272 |
|
|
42.5 |
% |
|
405,762 |
|
|
36.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Core NOI |
$ |
636,772 |
|
|
64.9 |
% |
|
$ |
83,044 |
|
|
57.5 |
% |
|
$ |
719,816 |
|
|
64.0 |
% |
(1)Includes
47,068 properties that have been stabilized longer than 90 days
prior to January 1, 2021.
(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.
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 years ended December 31, 2022
and
2021
(amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
2022 |
|
2021 |
Core revenues and Same-Home core revenues |
|
|
|
Rents and other single-family property revenues |
$ |
1,490,534 |
|
|
$ |
1,303,882 |
|
Tenant charge-backs |
(202,606) |
|
|
(178,304) |
|
Core revenues |
1,287,928 |
|
|
1,125,578 |
|
Less: Non-Same-Home core revenues |
223,179 |
|
|
144,316 |
|
Same-Home core revenues |
$ |
1,064,749 |
|
|
$ |
981,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core property operating expenses and Same-Home core property
operating expenses |
|
|
|
Property operating expenses |
$ |
552,091 |
|
|
$ |
490,205 |
|
Property management expenses |
112,698 |
|
|
96,865 |
|
Noncash share-based compensation - property management |
(3,861) |
|
|
(3,004) |
|
Expenses reimbursed by tenant charge-backs |
(202,606) |
|
|
(178,304) |
|
Core property operating expenses |
458,322 |
|
|
405,762 |
|
Less: Non-Same-Home core property operating expenses |
88,205 |
|
|
61,272 |
|
Same-Home core property operating expenses |
$ |
370,117 |
|
|
$ |
344,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Core NOI and Same-Home Core NOI |
|
|
|
Net income |
$ |
310,025 |
|
|
$ |
210,559 |
|
|
|
|
|
Hurricane-related charges, net |
6,133 |
|
|
— |
|
Gain on sale and impairment of single-family properties and other,
net |
(136,459) |
|
|
(49,696) |
|
Depreciation and amortization |
426,531 |
|
|
372,848 |
|
Acquisition and other transaction costs |
23,452 |
|
|
15,749 |
|
Noncash share-based compensation - property management |
3,861 |
|
|
3,004 |
|
Interest expense |
134,871 |
|
|
114,893 |
|
General and administrative expense |
68,057 |
|
|
56,444 |
|
Other income and expense, net |
(6,865) |
|
|
(3,985) |
|
Core NOI |
829,606 |
|
|
719,816 |
|
Less: Non-Same-Home Core NOI |
134,974 |
|
|
83,044 |
|
Same-Home Core NOI |
$ |
694,632 |
|
|
$ |
636,772 |
|
Rents and Other Single-Family Property Revenues
Rents and other single-family property revenues increased 14.3% to
$1.5 billion for the year ended December 31, 2022, compared to
$1.3 billion for the year ended December 31, 2021. Revenue
growth was driven by an increase in our average occupied portfolio
which grew to 54,847 homes for the year ended December 31,
2022, compared to 52,542 homes for the year ended December 31,
2021, as well as higher rental rates and lower uncollectible
rents.
Property Operating Expenses
Property operating expenses increased 12.6% to $552.1 million for
the year ended December 31, 2022 from $490.2 million for the year
ended December 31, 2021. This increase was primarily attributable
to growth in our portfolio, inflationary increases in R&M and
turnover costs and outsized increases in property taxes in select
states across our portfolio.
Property Management Expenses
Property management expenses for the years ended December 31,
2022 and 2021 were $112.7 million and $96.9 million, respectively,
which included $3.9 million and $3.0 million, respectively, of
noncash share-based compensation expense in each period related to
centralized and field property management employees. The increase
in property management expenses was primarily attributable to
higher personnel costs from (i) the timing of increased
compensation in the second half of 2021 as a result of the
inflationary environment and (ii) increased headcount to support
growth in our portfolio, as well as an increase in other
miscellaneous property management expenses.
Core Revenues from Same-Home Properties
Core revenues from Same-Home properties increased 8.5% to $1.1
billion for the year ended December 31, 2022 from $981.3
million for the year ended December 31, 2021. This increase
was primarily attributable to higher Average Monthly Realized Rent
per property, which increased 8.0% to $1,920 per month for the year
ended December 31, 2022 compared to $1,777 per month for the
year ended December 31, 2021, and lower uncollectible rents,
partially offset by a decrease in Average Occupied Days Percentage,
which was 97.3% for the year ended December 31, 2022 compared
to 97.6% for the year ended December 31, 2021.
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 7.4% to
$370.1 million for the year ended December 31, 2022 from
$344.5 million for the year ended December 31, 2021 primarily
driven by outsized increases in property taxes in select states
across our portfolio, higher property management personnel costs
due to increased headcount to support growth in our portfolio, and
other inflationary increases.
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 years ended
December 31, 2022 and 2021 was $68.1 million and $56.4
million, respectively, which included $15.3 million and $9.4
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 the timing of increased personnel and information
technology costs to support growth in our business.
Interest Expense
Interest expense increased 17.4% to $134.9 million for the year
ended December 31, 2022 from $114.9 million for the year ended
December 31, 2021. This increase was primarily due to
additional interest from the issuances of the 2031 and 2051
unsecured senior notes in July 2021 and the 2032 and 2052 unsecured
senior notes in April 2022, partially offset by additional
capitalized interest during the year ended December 31, 2022
related to an increase in development activities under our AMH
Development Program and an increase in properties that underwent
renovation during the year ended December 31,
2022.
Acquisition and Other Transaction Costs
Acquisition and other transaction costs consist primarily of costs
associated with purchases of single-family properties, including
newly constructed properties from third-party builders, the
development of single-family properties, or the disposal of certain
properties or portfolios of properties which do not qualify for
capitalization. Acquisition and other transaction costs for the
years ended December 31, 2022 and 2021 were $23.5 million and
$15.7 million, respectively, which included $8.1 million and $5.4
million, respectively, of noncash share-based compensation expense
in each period related to employees in these functions. The
increase in acquisition and other transaction costs was primarily
related to higher personnel costs associated with the growth of our
portfolio and higher noncash share-based compensation
expense.
Depreciation and Amortization
Depreciation and amortization expense consists primarily of
depreciation of buildings and improvements. Depreciation of our
assets is calculated over their useful lives on a straight-line
basis over three to 30 years. Our intangible assets are amortized
on a straight-line basis over the asset’s estimated economic useful
life. Depreciation and amortization expense increased 14.4% to
$426.5 million for the year ended December 31, 2022 from
$372.8 million for the year ended December 31, 2021 primarily
due to growth in our average number of depreciable
properties.
Hurricane-Related Charges, net
Hurricane Ian impacted certain properties primarily located in
Florida, South Carolina and North Carolina, resulting in $6.1
million of hurricane-related charges, net during the year ended
December 31, 2022. The Company’s property and casualty
insurance policies provide coverage for wind and flood damage, as
well as business interruption costs, during the period of
remediation and repairs, subject to deductibles and limits. During
the year ended December 31, 2022, the Company recognized
$8.9 million in gross charges
primarily related to an estimated accrual for minor repair and
remediation costs, partially offset by an estimated
$2.8 million of related insurance claims that we believe is
probable we will recover.
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 years ended December 31, 2022 and 2021 was $136.5
million and $49.7 million, respectively, which included $2.5
million and $0.2 million, respectively, of impairment charges
related to homes classified as held for sale during each period.
The increase was primarily related to an increase in properties
sold as well as higher net gains from property sales, partially
offset by higher impairment charges.
Other Income and Expense, net
Other income and expense, net for the years ended December 31,
2022 and 2021 was $6.9 million and $4.0 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 discussion and analysis of our historical financial condition
and results of operations is based upon our consolidated financial
statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America
(“GAAP”). The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and
accompanying notes. Actual results could ultimately differ from
these estimates. Listed below are those policies that management
believes involve a significant level of estimation uncertainty and
have had or are reasonably likely to have a material impact on our
financial condition or our results of operations. There are other
items within the financial statements that require estimation, but
they are not considered critical as they do not require significant
judgment or are immaterial.
Investments in Real Estate - Estimating Purchase Price
Allocation
Purchases of single-family properties are treated as asset
acquisitions and, as such, are recorded at their purchase price,
including acquisition costs, which is allocated to land and
building based upon their relative fair values at the date of
acquisition. Fair value is determined in accordance with ASC
820,
Fair Value Measurements and Disclosures,
and is primarily based on unobservable data inputs. In making
estimates of fair values for purposes of allocating the purchase
price of individually acquired properties subject to an existing
lease, the Company utilizes its own market knowledge obtained from
historical transactions, its AMH Development Program and published
market data. In this regard, the Company also utilizes information
obtained from county tax assessment records to assist in the
determination of the fair value of the land and building. The
allocation of the consideration to the various components of
properties acquired during the year can have an effect on our net
income due to the useful depreciable and amortizable lives
applicable to each component and the recognition of the related
depreciation and amortization expense. For example, if a greater
portion of the fair value is allocated to land, which does not
depreciate, our net income would be higher. Typically, we allocate
between 10% to 30% of the purchase price of properties to land. For
the year ended December 31, 2022, the Company purchased 1,605
single-family properties treated as asset acquisitions for
accounting purposes for a total purchase price of
$571.8 million, net of holding costs, which was included in
cash paid for single-family properties within the consolidated
statement of cash flows.
Impairment of Long-Lived Assets - Estimating Future Cash
Flows
We evaluate our long-lived assets for impairment periodically or
whenever events or circumstances indicate that their carrying
amount may not be recoverable. Significant indicators of impairment
may include, but are not limited to, declines in home values,
rental rates and occupancy percentages, as well as significant
changes in the economy. If an impairment indicator exists, we
compare the expected future undiscounted cash flows against the net
carrying amount. The evaluation of anticipated cash flows is highly
subjective and is based in part on assumptions regarding
anticipated hold periods, future occupancy, rental rates and
capital requirements that could differ materially from actual
results in future periods. If the sum of the estimated undiscounted
cash flows is less than the net carrying amount, we record an
impairment loss for the difference between the estimated fair value
of the individual property and the carrying amount of the property
at that date. Because cash flows on properties considered to be
long-lived assets to be held and used are considered on an
undiscounted basis to determine whether an asset has been impaired,
our established strategy of holding properties over the long term
directly decreases the likelihood of recording an impairment loss.
No significant impairments on operating properties were recorded
during the years ended December 31, 2022, 2021 and
2020.
Recent Accounting Pronouncements
See Note 2. Significant Accounting Policies to our
consolidated financial statements included as a separate section in
Part IV, “Item 15. Exhibit and Financial Statement Schedules”
of this Annual Report on Form 10-K 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 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 December 31, 2022
included cash and cash equivalents of $69.2 million. Additionally,
as of December 31, 2022, we had $130.0 million
of outstanding borrowings and $4.0 million committed to outstanding
letters of credit under our $1.25 billion revolving credit
facility, leaving $1.1 billion of remaining borrowing capacity. As
described below, in January 2023, we also issued and physically
settled the remaining 8,000,000 Class A common shares under the
January 2022 Forward Sale Agreements, receiving net proceeds of
$298.4 million. 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 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,
operating lease obligations and purchase commitments to acquire
single-family properties and land for our AMH Development Program.
See Note 7. Debt, Note 8. Accounts Payable and Accrued Expenses and
Note 14. Commitments and Contingencies to our consolidated
financial statements included as a separate section in Part IV,
“Item 15. Exhibit and Financial Statement Schedules” of this
Annual Report on Form 10-K for a discussion of our material
short-term and long-term cash requirements.
A summary of our contractual obligations as of December 31,
2022 is presented below (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments by Period |
|
Total |
|
Less than 1 year |
|
Thereafter |
Debt maturities
(1)
|
$ |
4,581,628 |
|
|
$ |
20,714 |
|
|
$ |
4,560,914 |
|
Interest on debt obligations
(2)
|
1,379,937 |
|
|
181,928 |
|
|
1,198,009 |
|
Operating lease obligations |
22,764 |
|
|
3,917 |
|
|
18,847 |
|
Purchase obligations
(3)
|
241,151 |
|
|
226,404 |
|
|
14,747 |
|
Total |
$ |
6,225,480 |
|
|
$ |
432,963 |
|
|
$ |
5,792,517 |
|
(1)Amounts
represent principal amounts due and exclude unamortized discounts
and deferred financing costs.
(2)Represents
estimated future interest payments on our debt instruments based on
applicable interest rates as of December 31, 2022 and assumes
the repayment of the AMH 2015-1 and 2015-2 securitizations on their
anticipated repayment dates in 2025. The fully extended maturity
dates for the AMH 2015-1 and 2015-2 securitizations are in 2045 and
the interest rates increase on the anticipated repayment dates in
2025. If the AMH 2015-1 and 2015-2 securitizations are not repaid
on the anticipated repayment dates in 2025, our interest on debt
obligations above would increase. Future interest payments on debt
obligations would also be impacted by the level of borrowing on our
revolving credit facility in the future.
(3)Represents
commitments to acquire 52 single-family properties for an aggregate
purchase price of $12.3 million and land relating to our AMH
Development Program for an aggregate purchase price of $228.9
million. The timing of these obligations due within one year may be
extended beyond December 31, 2023.
Cash Flows
The following table summarizes the Company’s and the Operating
Partnership’s cash flows for the years ended December 31, 2022
and 2021 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
2022 |
|
2021 |
|
Change |
Net cash provided by operating activities |
$ |
665,518 |
|
|
$ |
595,200 |
|
|
$ |
70,318 |
|
Net cash used for investing activities |
(1,425,502) |
|
|
(1,733,465) |
|
|
307,963 |
|
Net cash provided by financing activities |
786,177 |
|
|
1,064,955 |
|
|
(278,778) |
|
Net increase (decrease) in cash, cash equivalents and restricted
cash |
$ |
26,193 |
|
|
$ |
(73,310) |
|
|
$ |
99,503 |
|
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 $70.3 million, or 11.8%, from
$595.2 million during the year ended December 31, 2021 to
$665.5 million during the year ended December 31, 2022,
primarily as a result of increased cash flows generated from a
larger number of occupied properties, higher rental rates and lower
uncollectible rents, partially offset by higher cash outflows for
property related expenses as a result of inflationary increases and
growth in our portfolio.
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
Change |
(Amounts in thousands)
|
2022 |
|
2021 |
|
Sources of cash from investing activities: |
|
|
|
|
|
Net proceeds received from sales of single-family properties and
other |
$ |
292,509 |
|
|
$ |
132,072 |
|
|
$ |
160,437 |
|
Distributions from joint ventures |
68,310 |
|
|
57,550 |
|
|
10,760 |
|
Proceeds from notes receivable related to the sale of
properties |
34,090 |
|
|
1,253 |
|
|
32,837 |
|
Change in escrow deposits for purchase of single-family
properties |
20,431 |
|
|
(33,005) |
|
|
53,436 |
|
Proceeds received from storm-related insurance claims |
1,981 |
|
|
4,842 |
|
|
(2,861) |
|
|
$ |
417,321 |
|
|
$ |
162,712 |
|
|
$ |
254,609 |
|
Uses of cash for investing activities: |
|
|
|
|
|
Cash paid for development activity |
$ |
(921,423) |
|
|
$ |
(824,247) |
|
|
$ |
(97,176) |
|
Cash paid for single-family properties |
(595,171) |
|
|
(850,071) |
|
|
254,900 |
|
Recurring and other capital expenditures for single-family
properties |
(138,779) |
|
|
(122,551) |
|
|
(16,228) |
|
Renovations to single-family properties |
(98,019) |
|
|
(47,681) |
|
|
(50,338) |
|
Investment in unconsolidated joint ventures |
(25,313) |
|
|
(29,260) |
|
|
3,947 |
|
Other investing activities |
(49,570) |
|
|
(22,367) |
|
|
(27,203) |
|
Cash paid for deposits on land option contracts |
(14,548) |
|
|
— |
|
|
(14,548) |
|
|
$ |
(1,842,823) |
|
|
$ |
(1,896,177) |
|
|
$ |
53,354 |
|
|
|
|
|
|
|
Net cash used for investing activities |
$ |
(1,425,502) |
|
|
$ |
(1,733,465) |
|
|
$ |
307,963 |
|
Net cash used for investing activities decreased $308.0 million, or
17.8%, from $1.7 billion during the year ended December 31,
2021 to $1.4 billion during the year ended December 31, 2022.
Our investing activities are most significantly impacted by the
strategic expansion of our portfolio through traditional
acquisition channels, the development of “built-for-rental” homes
through our AMH Development Program and the acquisition of newly
built properties through our National Builder Program. Cash
outflows for the addition of single-family properties to our
portfolio through these channels decreased $211.2 million during
the year ended December 31, 2022 primarily due to a strategic
scale back in the acquisition of single-family properties through
our National Builder Program and traditional acquisition channel
during the second half of the year ended December 31, 2022 as
the housing market adjusts to the current macroeconomic
environment. Homes acquired through our traditional acquisition
channel require additional expenditures to prepare them for rental,
and cash outflows for renovations to single-family properties
increased $50.3 million primarily as a result of an increased
volume of properties that underwent initial or property-enhancing
renovations during the year ended December 31, 2022. Recurring
and other capital expenditures for single-family properties
increased $16.2 million primarily due to growth in our portfolio
and inflationary increases in costs. 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. 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. Net proceeds
received from the sale of single-family properties and other
increased $160.4 million as a result of an increased volume of
properties sold and a higher average realized sales price per
property during the year ended December 31, 2022 and proceeds
from notes receivable related to the sale of properties increased
$32.8 million year-over-year. Net cash inflows from unconsolidated
joint ventures increased $14.7 million during the year ended
December 31, 2022 due to the timing of contributions and
distributions to and from our unconsolidated joint ventures. Cash
outflows for other investing activities increased $27.2 million
primarily due to investments in venture capital funds focused on
proptech and decarbonization in the real estate industry during the
year ended December 31, 2022 and a year-over-year increase in
cash outflows for information technology projects. Cash outflows
for deposits on land option contracts increased $14.5 million as a
result of deposits made during the year ended December 31,
2022.
Financing Activities
Net cash provided by financing activities decreased $278.8 million
from $1.1 billion during the year ended December 31, 2021 to
$786.2 million during the year ended December 31, 2022
primarily due to the debt and equity activity described below,
partially offset by $60.2 million of proceeds from liabilities
related to consolidated land not owned during the year ended
December 31, 2022 (see Land Option Contracts in Note 2.
Significant Accounting Policies).
Debt
As of December 31, 2022, the Company had outstanding
asset-backed securitizations with varying maturities starting in
2024 with an aggregate principal amount of $1.9 billion and
outstanding unsecured senior notes with varying maturities starting
in 2028 with an
aggregate principal amount of $2.6 billion. The Company also
amended its existing revolving credit facility during the year
ended December 31, 2021 to provide for maximum borrowings of up to
$1.25 billion and extend its maturity date to 2025 with two
six-month extension options at the Company’s election if certain
conditions are met. As of December 31, 2022, the Company had
$130.0 million of outstanding borrowings under its revolving credit
facility.
During the year ended December 31, 2022, the Company issued
$900.0 million of unsecured senior notes, receiving $876.8 million
in proceeds, net of discount, and paid $8.2 million in deferred
financing costs. The Company also borrowed $620.0 million and paid
down $840.0 million on its revolving credit facility and repaid
$22.6 million on its asset-backed securitizations. During the year
ended December 31, 2021, the Company issued $750.0 million of
unsecured senior notes, receiving $737.2 million in proceeds, net
of discount, and paid $18.0 million in deferred financing costs and
$4.0 million for the settlement of a treasury lock (see
Note 12. Fair Value) in connection with the issuances. The
Company also borrowed $1.4 billion and paid down $1.1 billion on
its revolving credit facility and repaid $24.3 million on its
asset-backed securitizations.
For additional information regarding the Company’s debt issuances,
see Note 7. Debt to our consolidated financial statements included
as a separate section in Part IV, “Item 15. Exhibit and
Financial Statement Schedules” of this Annual Report on Form
10-K.
Class A Common Share Offerings
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 “2022 Forward Sale Agreements”) for these
13,000,000 shares which are accounted for in equity. 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 Company did not initially
receive proceeds from the sale of the Class A common shares offered
on a forward basis. During the third quarter of 2022, the Company
issued and physically settled 5,000,000 Class A common shares under
the 2022 Forward Sale Agreements, receiving net proceeds of
$185.6 million. The Company used these net proceeds to repay
indebtedness under its revolving credit facility and for general
corporate purposes. As of December 31, 2022, 8,000,000 Class A
common shares remained available for future settlement under the
2022 Forward Sale Agreements. In January 2023, the Company issued
and physically settled the remaining 8,000,000 Class A common
shares, receiving net proceeds of $298.4 million. The Company
used these net proceeds to repay indebtedness under its revolving
credit facility and for general corporate purposes.
During the second quarter of 2021, the Company completed an
underwritten public offering for 18,745,000 of its Class A common
shares of beneficial interest, $0.01 par value per share, of which
5,500,000 shares were issued directly by the Company and 13,245,000
shares were offered on a forward basis at the request of the
Company by the forward sellers. In connection with this offering,
the Company entered into forward sale agreements with the forward
purchasers (the “2021 Forward Sale Agreements”) for these
13,245,000 shares which are accounted for in equity. The Company
received net proceeds of $194.0 million from the 5,500,000
Class A common shares issued directly by the Company after
deducting underwriting fees and before offering costs of
approximately $0.2 million. The Company used the net proceeds
to repay indebtedness under its revolving credit facility, to
partially fund the redemption of its Series D and Series E
perpetual preferred shares discussed below and for general
corporate purposes. The Company did not initially receive proceeds
from the sale of the Class A common shares offered on a forward
basis. During the third and fourth quarters of 2021, the Company
issued and physically settled all 13,245,000 Class A common shares
under the 2021 Forward Sale Agreements, receiving net proceeds of
$463.5 million. The Company used these net proceeds for
general corporate purposes including property acquisitions and
developments.
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.
Redemptions of Perpetual Preferred Shares
During the second quarter of 2022, the Company redeemed all
6,200,000 shares of the outstanding 5.875% Series F perpetual
preferred shares, $0.01 par value per share, for cash at the
liquidation preference of $25.00 per share plus any accrued and
unpaid dividends in accordance with the terms of such shares. The
Operating Partnership also redeemed its corresponding Series F
perpetual preferred units. As a result of the redemption, the
Company recorded a $5.3 million allocation of income to the
Series F perpetual preferred shareholders within the consolidated
statements of operations during the year ended December 31,
2022, which represents the initial liquidation value of the Series
F perpetual preferred shares in excess of its carrying value as of
the redemption date.
During the second quarter of 2021, the Company redeemed all
10,750,000 shares of the outstanding 6.500% Series D perpetual
preferred shares, $0.01 par value per share, for cash at a
liquidation preference of $25.00 per share plus any accrued and
unpaid
dividends in accordance with the terms of such shares. The
Operating Partnership also redeemed its corresponding Series D
perpetual preferred units. As a result of the redemption, the
Company recorded an $8.5 million allocation of income to the
Series D perpetual preferred shareholders within the consolidated
statements of operations during the year ended December 31, 2021,
which represents the initial liquidation value of the Series D
perpetual preferred shares in excess of its carrying value as of
the redemption date.
During the second quarter of 2021, the Company redeemed all
9,200,000 shares of the outstanding 6.350% Series E perpetual
preferred shares, $0.01 par value per share, for cash at a
liquidation preference of $25.00 per share plus accrued and unpaid
dividends in accordance with the terms of such shares. The
Operating Partnership also redeemed its corresponding Series E
perpetual preferred units. As a result of the redemption, the
Company recorded a $7.4 million allocation of income to the
Series E perpetual preferred shareholders within the consolidated
statements of operations during the year ended December 31, 2021,
which represents the initial liquidation value of the Series E
perpetual preferred shares in excess of its carrying value as of
the redemption date.
At-the-Market Common Share Offering Program
During the second quarter of 2020, the Company extended its
at-the-market common share offering program under which it can
issue Class A common shares from time to time through various sales
agents up to an aggregate gross sales offering price of $500.0
million (the “At-the-Market Program”). The At-the-Market Program
also provides that we may enter into forward contracts for our
Class A common shares with forward sellers and forward purchasers.
The Company intends to use any net proceeds from the At-the-Market
Program (i) to repay indebtedness the Company has incurred or
expects to incur under its revolving credit facility, (ii) to
develop new single-family properties and communities, (iii) to
acquire and renovate single-family properties and for related
activities in accordance with 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 year ended December 31, 2022, no
shares were issued under the At-the-Market Program. During the year
ended December 31, 2021, the Company issued 1,749,286 Class A
common shares under the At-the-Market Program, raising $72.3
million in gross proceeds before commissions and other expenses of
approximately $1.1 million. As of December 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 years ended December 31, 2022 and 2021, we
did not repurchase and retire any of our Class A common shares or
preferred shares. As of December 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.
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. AMH had an NOL for
U.S. federal income tax purposes of an estimated $11.8 million as
of December 31, 2022 and $25.4 million as of December 31,
2021. We intend to use our NOL (to the extent available) to reduce
our REIT taxable income to the extent that REIT taxable income is
not reduced by our deduction for dividends paid.
During the years ended December 31, 2022 and 2021, the Company
distributed an aggregate $306.4 million and $207.3 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
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 years ended
December 31, 2022 and 2021 (amounts in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
2022 |
|
2021 |
Net income attributable to common shareholders |
$ |
250,781 |
|
|
$ |
135,290 |
|
Adjustments: |
|
|
|
Noncontrolling interests in the Operating Partnership |
36,887 |
|
|
21,467 |
|
Gain on sale and impairment of single-family properties and other,
net |
(136,459) |
|
|
(49,696) |
|
Adjustments for unconsolidated joint ventures |
344 |
|
|
1,873 |
|
Depreciation and amortization |
426,531 |
|
|
372,848 |
|
Less: depreciation and amortization of non-real estate
assets |
(13,358) |
|
|
(11,151) |
|
FFO attributable to common share and unit holders
(1)
|
$ |
564,726 |
|
|
$ |
470,631 |
|
Adjustments: |
|
|
|
Acquisition, other transaction costs and other |
23,452 |
|
|
15,749 |
|
Noncash share-based compensation - general and
administrative |
15,318 |
|
|
9,361 |
|
Noncash share-based compensation - property management |
3,861 |
|
|
3,004 |
|
Hurricane-related charges, net |
6,133 |
|
|
— |
|
|
|
|
|
Redemption of perpetual preferred shares |
5,276 |
|
|
15,879 |
|
Core FFO attributable to common share and unit holders
(1)
|
$ |
618,766 |
|
|
$ |
514,624 |
|
Recurring Capital Expenditures |
(65,636) |
|
|
(52,134) |
|
Leasing costs |
(2,586) |
|
|
(3,422) |
|
Adjusted FFO attributable to common share and unit holders
(1)
|
$ |
550,544 |
|
|
$ |
459,068 |
|
(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
consolidated financial statements. See Note 9. Shareholders’
Equity / Partners’ Capital to our consolidated financial statements
included as a separate section in Part IV, “Item 15. Exhibit and
Financial Statement Schedules” of this Annual Report on Form
10-K.
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 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 years ended December 31, 2022
and 2021 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
2022 |
|
2021 |
Net income |
$ |
310,025 |
|
|
$ |
210,559 |
|
Interest expense |
134,871 |
|
|
114,893 |
|
Depreciation and amortization |
426,531 |
|
|
372,848 |
|
EBITDA |
$ |
871,427 |
|
|
$ |
698,300 |
|
|
|
|
|
Gain on sale and impairment of single-family properties and other,
net |
(136,459) |
|
|
(49,696) |
|
Adjustments for unconsolidated joint ventures |
344 |
|
|
1,873 |
|
EBITDAre |
$ |
735,312 |
|
|
$ |
650,477 |
|
|
|
|
|
Noncash share-based compensation - general and
administrative |
15,318 |
|
|
9,361 |
|
Noncash share-based compensation - property management |
3,861 |
|
|
3,004 |
|
Acquisition, other transaction costs and other |
23,452 |
|
|
15,749 |
|
Hurricane-related charges, net |
6,133 |
|
|
— |
|
|
|
|
|
Adjusted EBITDAre |
$ |
784,076 |
|
|
$ |
678,591 |
|
|
|
|
|
Recurring Capital Expenditures |
(65,636) |
|
|
(52,134) |
|
Leasing costs |
(2,586) |
|
|
(3,422) |
|
Fully Adjusted EBITDAre |
$ |
715,854 |
|
|
$ |
623,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Interest Rate Risk
The primary market risk to which we believe we are exposed is
interest rate risk, which may result from many factors, including
government monetary and tax policies, domestic and international
economic and political considerations, and other factors that are
beyond our control. Decreases in interest rates may lead to
additional competition for the acquisition of single-family homes
and land for development, which may lead to future acquisitions
being costlier and resulting in lower yields on single-family homes
targeted for acquisition or land used in our development
activities. Significant increases in interest rates may also have
an adverse impact on our earnings if we are unable to acquire
single-family homes with rental rates high enough to offset the
increase in interest rates on our borrowings.
All borrowings under our revolving credit facility bear interest at
LIBOR plus a margin of 0.90% until the fully extended maturity date
of April 2026 and are subject to a zero percent LIBOR floor. As of
December 31, 2022, the Company had $130.0 million of
outstanding variable rate debt under its revolving credit facility.
We may incur additional variable rate debt in the future, including
additional amounts that we may borrow under our revolving credit
facility. Assuming no change in the outstanding balance of our
existing variable rate debt, a hypothetical 100 basis point
increase or decrease in LIBOR would increase or decrease our
projected annual interest expense by approximately
$1.3 million. This analysis does not consider the effects of
the reduced level of overall economic activity that could exist in
such an environment. Further, in the event of a change of such
magnitude, we would consider taking actions to further mitigate our
exposure to the change. However, because of the uncertainty of the
specific actions that would be taken and their possible effects,
the sensitivity analysis assumes no changes in our capital
structure.
As of December 31, 2022, the Company had approximately $4.5
billion of fixed rate debt and therefore the fair value of these
instruments is affected by changes in market interest rates. The
following table presents principal cash flows by scheduled
maturity, weighted-average interest rates and the estimated fair
value of our fixed rate debt as of December 31,
2022 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected Maturity Date |
|
|
|
|
|
2023 |
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
Thereafter |
|
Total |
|
Estimated Fair Value |
Fixed rate debt |
$ |
20,714 |
|
|
$ |
950,992 |
|
|
$ |
10,302 |
|
|
$ |
10,302 |
|
|
$ |
10,302 |
|
|
$ |
3,449,016 |
|
|
$ |
4,451,628 |
|
|
$ |
4,010,351 |
|
Weighted-average interest rate |
4.04 |
% |
|
4.07 |
% |
|
4.33 |
% |
|
4.73 |
% |
|
4.72 |
% |
|
5.34 |
% |
|
4.98 |
% |
|
|
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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is included as a separate
section in this Annual Report on Form 10-K. See Part IV,
“Item 15. Exhibit and Financial Statement
Schedules.”
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
American Homes 4 Rent
Evaluation of Disclosure Controls and Procedures
As of December 31, 2022, the Company performed an evaluation,
under the supervision of the Company’s Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness
of the design and operation of our disclosure controls and
procedures, as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended. These controls and procedures
have been designed to ensure that information required for
disclosure is recorded, processed, summarized and reported within
the requisite time periods and that such information is accumulated
and communicated to its management. Based on the Company’s
evaluation, the CEO and CFO concluded that the Company’s disclosure
controls and procedures were effective as of December 31,
2022.
Changes in Internal Controls over Financial Reporting
There have been no changes to the Company’s internal controls over
financial reporting that occurred during the Company’s last fiscal
quarter of the year ended December 31, 2022, that materially
affected, or were reasonably likely to materially affect, the
Company’s internal control over financial reporting.
Limitations on Effectiveness of Controls and
Procedures
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. In addition,
the design of disclosure controls and procedures must reflect the
fact that there are resource constraints and that management is
required to apply judgment in evaluating the benefits of possible
controls and procedures relative to their costs.
Management’s Report on Internal Control over Financial
Reporting
The Company’s management is responsible for establishing and
maintaining adequate internal control over financial reporting for
the Company. Internal control over financial reporting is a process
to provide reasonable assurance regarding the reliability of the
Company’s financial reporting for external purposes in accordance
with GAAP. Internal control over financial reporting includes
maintaining records that in reasonable detail accurately and fairly
reflect the Company’s transactions; providing reasonable assurance
that transactions are recorded as necessary for preparation of our
financial statements; providing reasonable assurance that receipts
and expenditures of Company assets are made in accordance with
management authorization; and providing reasonable assurance that
unauthorized acquisition, use or disposition of Company assets that
could have a material effect on our financial statements would be
prevented or detected on a timely basis. Because of its inherent
limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our
financial statements would be prevented or detected.
Management conducted an evaluation of the effectiveness of the
Company’s internal control over financial reporting based on the
2013 framework in Internal Control—Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, management concluded that the
Company’s internal control over financial reporting was effective
as of December 31, 2022.
Ernst & Young LLP, an independent registered public accounting
firm that audited the Company’s consolidated financial statements
included in this Annual Report on Form 10-K, has issued an
attestation report on the Company’s internal control over financial
reporting as of December 31, 2022, which is presented at the
end of this “Item 9A. Controls and Procedures.”
American Homes 4 Rent, L.P.
Evaluation of Disclosure Controls and Procedures
As of December 31, 2022, the Operating Partnership performed
an evaluation, under the supervision of the general partner’s CEO
and CFO, of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended. These controls and procedures have been designed to ensure
that information required for disclosure is recorded, processed,
summarized and reported within the requisite time periods and that
such information is accumulated and communicated to its management.
Based on the Operating Partnership’s evaluation, the general
partner’s CEO and CFO concluded that the Operating Partnership’s
disclosure controls and procedures were effective as of
December 31, 2022.
Changes in Internal Controls over Financial Reporting
There have been no changes to the Operating Partnership’s internal
controls over financial reporting that occurred during the
Operating Partnership’s last fiscal quarter of the year ended
December 31, 2022, that materially affected, or were
reasonably likely to materially affect, the Operating Partnership’s
internal control over financial reporting.
Limitations on Effectiveness of Controls and
Procedures
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. In addition,
the design of disclosure controls and procedures must reflect the
fact that there are resource constraints and that management is
required to apply judgment in evaluating the benefits of possible
controls and procedures relative to their costs.
Management’s Report on Internal Control over Financial
Reporting
The Operating Partnership’s management is responsible for
establishing and maintaining adequate internal control over
financial reporting for the Operating Partnership. Internal control
over financial reporting is a process to provide reasonable
assurance regarding the reliability of the Operating Partnership’s
financial reporting for external purposes in accordance with GAAP.
Internal control over financial reporting includes maintaining
records that in reasonable detail accurately and fairly reflect the
Operating Partnership’s transactions; providing reasonable
assurance that transactions are recorded as necessary for
preparation of the Operating Partnership’s financial statements;
providing reasonable assurance that receipts and expenditures of
the Operating Partnership’s assets are made in accordance with
management authorization; and providing reasonable assurance that
unauthorized acquisition, use or disposition of the Operating
Partnership’s assets that could have a material effect on the
Operating Partnership’s financial statements would be prevented or
detected on a timely basis. Because of its inherent limitations,
internal control over financial reporting is not intended to
provide absolute assurance that a misstatement of the Operating
Partnership’s financial statements would be prevented or
detected.
Management conducted an evaluation of the effectiveness of the
Operating Partnership’s internal control over financial reporting
based on the 2013 framework in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on this evaluation, management
concluded that the Operating Partnership’s internal control over
financial reporting was effective as of December 31,
2022.
Report of Independent Registered Public Accounting
Firm
To the Shareholders and Board of Trustees of American Homes 4
Rent
Opinion on Internal Control over Financial Reporting
We have audited American Homes 4 Rent’s internal control over
financial reporting as of December 31, 2022, based on criteria
established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) (the COSO criteria). In our opinion, American
Homes 4 Rent (the Company) maintained, in all material aspects,
effective internal control over financial reporting as of
December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated balance sheets of the Company as of
December 31, 2022 and 2021, the related consolidated
statements of operations, comprehensive income, equity and cash
flows for each of the three years in the period ended
December 31, 2022, and the related notes and financial
statement schedule listed in the Index at Item 15(a) and our report
dated February 24, 2023 expressed an unqualified opinion
thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective
internal control over financial reporting, and for its assessment
of the effectiveness of internal control over financial reporting
included in the accompanying Management’s Report on Internal
Control Over Financial Reporting. Our responsibility is to express
an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material
respects.
Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control Over Financial
Reporting
A company’s internal control over financial reporting is a process
designed 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. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Los Angeles, California
February 24, 2023
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
The information required by this item with respect to trustees,
executive officers and, to the extent applicable, Section 16(a)
compliance will be included in the Company’s definitive proxy
statement for the 2023 Annual Meeting to be filed with the SEC
within 120 days of the fiscal year ended December 31,
2022 (the “2023 Proxy Statement”) and is incorporated herein by
reference.
The information required by this item with respect to the
nominating process, the audit committee and the audit committee
financial expert will be included in the 2023 Proxy Statement and
is incorporated herein by reference.
The information required by this item with respect to a code of
ethics will be included in the 2023 Proxy Statement and is
incorporated herein by reference. Any amendments to or waivers of
the code of ethics granted to the Company’s executive officers or
the controller will be published promptly on our website or by
other appropriate means in accordance with SEC rules and
regulations.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be included in the 2023
Proxy Statement and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item, other than the table below,
will be included in the 2023 Proxy Statement and is incorporated
herein by reference.
The following table sets forth information as of December 31,
2022 for the Company’s equity compensation plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category |
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a) |
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) |
|
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in column
(a))
(c) |
|
Equity compensation plans approved by security holders
(1)
|
|
2,344,118 |
|
(2)
|
$ |
17.97 |
|
(3)
|
11,485,007 |
|
(4)
|
Equity compensation plans not approved by security
holders |
|
— |
|
|
$ |
— |
|
|
— |
|
|
(1)The
Company’s equity compensation plans, the 2012 Equity Incentive Plan
and the 2021 Equity Incentive Plan (collectively, the “Plans”), and
the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), are
described more fully in Note 10. Share-Based Compensation to the
consolidated financial statements included as a separate section in
Part IV, “Item 15. Exhibit and Financial Statement Schedules”
of this Annual Report on Form 10-K. The Plans and the 2021 ESPP
were approved by the Company’s shareholders.
(2)Includes
restricted share units granted under the Plans, which, subject to
vesting requirements, will convert in the future to common stock on
a one-for-one basis. Also includes the maximum number of shares
that may be issued upon settlement of outstanding performance-based
restricted share units.
(3)Excludes
restricted share units and performance-based restricted share
units.
(4)As
of December 31, 2022, 8,600,552 shares and 2,884,455 shares
are remaining available for future issuances under the Plans and
the 2021 ESPP, respectively.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
The information required by this item will be included in the 2023
Proxy Statement and is incorporated herein by
reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be included in the 2023
Proxy Statement and is incorporated herein by
reference.
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) (1) and (2) Financial Statements and Financial Statement
Schedules
The financial statements and financial statement schedule required
by this item are included as a separate section of this Annual
Report on Form 10-K beginning on page F-1.