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Shareholders' Equity / Partners' Capital | 9 Months Ended
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Sep. 30, 2021
Equity [Abstract] |
Shareholders' Equity / Partners' Capital | Shareholders’ Equity / Partners’ Capital When the Company issues common or preferred shares, the Operating Partnership issues an equivalent number of units of partnership interest of a corresponding class to AH4R, with the Operating Partnership receiving the net proceeds from the share issuances. Class A Common Share / Unit Offering 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 “May 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 discounts and before offering costs of approximately $0.2 million. The Operating Partnership issued an equivalent number of corresponding Class A units to AH4R in exchange for the net proceeds from the issuance. The Company used the net proceeds 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. In September 2021, the Company issued and physically settled 11,400,000 Class A common shares under the May 2021 Forward Sale Agreements, receiving net proceeds of $399.0 million. The Operating Partnership issued an equivalent number of corresponding Class A units to AH4R in exchange for the net proceeds from the issuance. As of September 30, 2021, 1,845,000 Class A common shares remained available for future settlement under the May 2021 Forward Sale Agreements. The Company expects to physically settle the remaining shares by May 21, 2022 through the delivery of the Class A common shares and expects that net proceeds will be approximately $64.6 million. The Company expects to use these net proceeds for general corporate purposes including, without limitation, property acquisitions and developments. Although the Company expects to physically settle the remaining shares, the May 2021 Forward Sale Agreements allow the Company to cash or net-share settle all or a portion of its obligations. If the Company elects to cash or net share settle the May 2021 Forward Sale Agreements, the Company may not receive any proceeds, and may owe cash or Class A common shares to the forward purchasers in certain circumstances. The May 2021 Forward Sale Agreements are subject to early termination or settlement under certain circumstances. 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 the Company’s business strategy and (iv) for working capital and general corporate purposes, including repurchases of the Company’s securities, acquisitions of additional properties, capital expenditures and the expansion, redevelopment and/or improvement of properties in the Company’s portfolio. The At-the-Market Program may be suspended or terminated by the Company at any time. During the three and nine months ended September 30, 2020, 86,130 shares were issued under the At-the-Market Program, raising $2.4 million in gross proceeds before commissions and other expenses of approximately $0.4 million. As of September 30, 2021, 86,130 shares have been issued under the At-the-Market Program and $497.6 million remained available for future share issuances. Share Repurchase Program The Company’s board of trustees authorized the establishment of our share repurchase program 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 nine months ended September 30, 2021 and 2020, we did not repurchase and retire any of our shares. As of September 30, 2021, we had a remaining repurchase authorization of up to $265.1 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares under the program. Perpetual Preferred Shares As of September 30, 2021 and December 31, 2020, the Company had the following series of perpetual preferred shares outstanding (in thousands, except share data):
|  |  |  |  |  |  |  | September 30, 2021 |  | December 31, 2020
Series |  | Issuance Date |  | Earliest Redemption Date |  | Dividend Rate |  | Outstanding Shares |  | Current Liquidation Value |  | Outstanding Shares |  | Current Liquidation Value
Series D perpetual preferred shares |  | 5/24/2016 |  | 5/24/2021 |  | 6.500 | % |  | — |  |  | $ | — |  |  | 10,750,000 |  |  | $ | 268,750 |
Series E perpetual preferred shares |  | 6/29/2016 |  | 6/29/2021 |  | 6.350 | % |  | — |  |  | — |  |  | 9,200,000 |  |  | 230,000 |
Series F perpetual preferred shares |  | 4/24/2017 |  | 4/24/2022 |  | 5.875 | % |  | 6,200,000 |  |  | 155,000 |  |  | 6,200,000 |  |  | 155,000 |
Series G perpetual preferred shares |  | 7/17/2017 |  | 7/17/2022 |  | 5.875 | % |  | 4,600,000 |  |  | 115,000 |  |  | 4,600,000 |  |  | 115,000 |
Series H perpetual preferred shares |  | 9/19/2018 |  | 9/19/2023 |  | 6.250 | % |  | 4,600,000 |  |  | 115,000 |  |  | 4,600,000 |  |  | 115,000 |
Total preferred shares |  |  |  |  |  |  |  | 15,400,000 |  |  | $ | 385,000 |  |  | 35,350,000 |  |  | $ | 883,750 |
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 condensed consolidated statements of operations in the second quarter of 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 condensed consolidated statements of operations in the second quarter of 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. Distributions The Company’s board of trustees declared the following distributions during the respective quarters. The Operating Partnership funds the payment of distributions, and the board of trustees declared an equivalent amount of distributions on the corresponding OP units.
|  | For the Three Months Ended
Security |  | September 30, 2021 |  | June 30, 2021 |  | March 31, 2021 |  |  |  |  |  | September 30, 2020 |  | June 30, 2020 |  | March 31, 2020
Class A and Class B common shares |  | $ | 0.10 |  |  | $ | 0.10 |  |  | $ | 0.10 |  |  |  |  |  |  | $ | 0.05 |  |  | $ | 0.05 |  |  | $ | 0.05 |
6.500% Series D perpetual preferred shares (1) |  | — |  |  | 0.30 |  |  | 0.41 |  |  |  |  |  |  | 0.41 |  |  | 0.41 |  |  | 0.41 |
6.350% Series E perpetual preferred shares (2) |  | — |  |  | 0.40 |  |  | 0.40 |  |  |  |  |  |  | 0.40 |  |  | 0.40 |  |  | 0.40 |
5.875% Series F perpetual preferred shares |  | 0.37 |  |  | 0.37 |  |  | 0.37 |  |  |  |  |  |  | 0.37 |  |  | 0.37 |  |  | 0.37 |
5.875% Series G perpetual preferred shares |  | 0.37 |  |  | 0.37 |  |  | 0.37 |  |  |  |  |  |  | 0.37 |  |  | 0.37 |  |  | 0.37 |
6.250% Series H perpetual preferred shares |  | 0.39 |  |  | 0.39 |  |  | 0.39 |  |  |  |  |  |  | 0.39 |  |  | 0.39 |  |  | 0.39 |
(1)The 6.500% Series D perpetual preferred shares were redeemed on June 7, 2021 and the distributions for the three months ended June 30, 2021 represent the accrued and unpaid dividends paid to shareholders as part of the redemption. (2)The 6.350% Series E perpetual preferred shares were redeemed on June 30, 2021. Noncontrolling Interest Noncontrolling interest as reflected in the Company’s condensed consolidated balance sheets primarily consists of the interests held by former American Homes 4 Rent, LLC (“AH LLC”) members in units in the Operating Partnership. Former AH LLC members owned 50,779,990 and 51,129,990, or approximately 13.1% and 13.9%, of the total 385,772,613 and 368,383,440 Class A units in the Operating Partnership as of September 30, 2021 and December 31, 2020, respectively. Noncontrolling interest also includes interests held by non-affiliates in Class A units in the Operating Partnership. Non-affiliate Class A unitholders owned 596,990, or approximately 0.2%, of the total 385,772,613 and 368,383,440 Class A units in the Operating Partnership as of September 30, 2021 and December 31, 2020, respectively. The OP units owned by former AH LLC members and non-affiliates that are reflected as noncontrolling interest in the Company’s condensed consolidated balance sheets are reflected as limited partner capital in the Operating Partnership’s condensed consolidated balance sheets.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 + Details
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