Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 06, 2020 | |
Entity information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2020 | |
Entity File Number | 1-10524 | |
Entity Registrant Name | UDR, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 54-0857512 | |
Entity Address, Address Line One | 1745 Shea Center Drive, Suite 200 | |
Entity Address, City or Town | Highlands Ranch | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80129 | |
City Area Code | 720 | |
Local Phone Number | 283-6120 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | UDR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 294,886,013 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000074208 | |
Amendment Flag | false | |
United Dominion Realty L.P. | ||
Entity information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2020 | |
Entity File Number | 333-156002-01 | |
Entity Registrant Name | United Dominion Realty, L.P. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 54-1776887 | |
Entity Address, Address Line One | 1745 Shea Center Drive, Suite 200 | |
Entity Address, City or Town | Highlands Ranch | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80129 | |
City Area Code | 720 | |
Local Phone Number | 283-6120 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001018254 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate owned: | ||
Real estate held for investment | $ 12,608,022 | $ 12,532,324 |
Less: accumulated depreciation | (4,231,269) | (4,131,330) |
Real estate held for investment, net | 8,376,753 | 8,400,994 |
Real estate under development (net of accumulated depreciation of $81 and $23, respectively) | 95,245 | 69,754 |
Real estate held for disposition (net of accumulated depreciation of $41,121 and $0, respectively) | 73,529 | |
Total real estate owned, net of accumulated depreciation | 8,545,527 | 8,470,748 |
Cash and cash equivalents | 980 | 8,106 |
Restricted cash | 21,949 | 25,185 |
Notes receivable, net | 151,543 | 153,650 |
Investment in and advances to unconsolidated joint ventures, net | 588,395 | 588,262 |
Operating lease right-of-use assets | 203,410 | 204,225 |
Other assets | 179,301 | 186,296 |
Total assets | 9,691,105 | 9,636,472 |
Liabilities: | ||
Secured debt, net | 1,144,201 | 1,149,441 |
Unsecured debt, net | 3,740,937 | 3,558,083 |
Operating lease liabilities | 197,829 | 198,558 |
Real estate taxes payable | 33,134 | 29,445 |
Accrued interest payable | 31,494 | 45,199 |
Security deposits and prepaid rent | 48,474 | 48,353 |
Distributions payable | 115,259 | 109,382 |
Accounts payable, accrued expenses, and other liabilities | 82,254 | 90,032 |
Total liabilities | 5,393,582 | 5,228,493 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | 819,133 | 1,018,665 |
Equity: | ||
Common stock, $0.01 par value; 350,000,000 shares authorized: 294,881,038 and 294,588,305 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 2,949 | 2,946 |
Additional paid-in capital | 5,788,471 | 5,781,975 |
Distributions in excess of net income | (2,360,636) | (2,462,132) |
Accumulated other comprehensive income/(loss), net | (12,870) | (10,448) |
Total stockholders' equity | 3,464,115 | 3,358,542 |
Noncontrolling interests | 14,275 | 30,772 |
Total equity | 3,478,390 | 3,389,314 |
Total liabilities and equity | 9,691,105 | 9,636,472 |
8.00% Series E Cumulative Convertible Preferred Stock | ||
Equity: | ||
Preferred stock, no par value; 50,000,000 shares authorized: | 46,200 | 46,200 |
Series F | ||
Equity: | ||
Preferred stock, no par value; 50,000,000 shares authorized: | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Real estate owned: | ||
Real estate under development accumulated depreciation | $ 81 | $ 23 |
Real estate held for disposition accumulated depreciation | $ 41,121 | $ 0 |
Equity: | ||
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 294,881,038 | 294,588,305 |
Common stock, shares outstanding | 294,881,038 | 294,588,305 |
8.00% Series E Cumulative Convertible Preferred Stock | ||
Equity: | ||
Preferred stock, dividend rate percentage | 8.00% | 8.00% |
Preferred stock, shares issued | 2,780,994 | 2,780,994 |
Preferred stock, shares outstanding | 2,780,994 | 2,780,994 |
Series F | ||
Equity: | ||
Preferred stock, shares issued | 14,543,281 | 14,691,274 |
Preferred stock, shares outstanding | 14,543,281 | 14,691,274 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
REVENUES: | ||
Rental income | $ 320,093 | $ 267,922 |
Joint venture management and other fees | $ 1,388 | $ 2,751 |
Type of revenue | udr:ManagementAndOtherFeesMember | udr:ManagementAndOtherFeesMember |
Total revenues | $ 321,481 | $ 270,673 |
OPERATING EXPENSES: | ||
Property operating and maintenance | 49,483 | 41,939 |
Real estate taxes and insurance | 45,145 | 36,300 |
Property management | 9,203 | 7,703 |
Other operating expenses | 4,966 | 5,646 |
Real estate depreciation and amortization | 155,476 | 112,468 |
General and administrative | 14,978 | 12,467 |
Casualty-related charges/(recoveries), net | 1,251 | |
Other depreciation and amortization | 2,025 | 1,656 |
Total operating expenses | 282,527 | 218,179 |
Operating income | 38,954 | 52,494 |
Income/(loss) from unconsolidated entities | 3,367 | 49 |
Interest expense | (39,317) | (33,542) |
Interest income and other income/(expense), net | 2,700 | 9,813 |
Income/(loss) before income taxes | 5,704 | 28,814 |
Tax (provision)/benefit, net | (164) | (2,212) |
Net income/(loss) | 5,540 | 26,602 |
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | (313) | (2,057) |
Net (income)/loss attributable to noncontrolling interests | (6) | (42) |
Net income/(loss) attributable to UDR, Inc. | 5,221 | 24,503 |
Distributions to preferred stockholders - Series E (Convertible) | (1,066) | (1,011) |
Net income/(loss) attributable to common stockholders | $ 4,155 | $ 23,492 |
Income/(loss) per weighted average common share - basic | $ 0.01 | $ 0.08 |
Income/(loss) per weighted average common share - diluted | $ 0.01 | $ 0.08 |
Weighted average number of common shares outstanding - Basic | 294,457 | 277,002 |
Weighted average number of common shares outstanding - diluted | 295,160 | 277,557 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) | ||
Net income/(loss) | $ 5,540 | $ 26,602 |
Other comprehensive income/(loss), including portion attributable to noncontrolling interests: | ||
Unrealized holding gain/(loss) | (2,917) | (2,210) |
(Gain)/loss reclassified into earnings from other comprehensive income/(loss) | 357 | (945) |
Other comprehensive income/(loss), including portion attributable to noncontrolling interests | (2,560) | (3,155) |
Comprehensive income/(loss) | 2,980 | 23,447 |
Comprehensive (income)/loss attributable to noncontrolling interests | (181) | (1,847) |
Comprehensive income/(loss) attributable to UDR, Inc. | $ 2,799 | $ 21,600 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Preferred Stock | Common Stock | Paid-in Capital | Distributions in Excess of Net Income | Accumulated Other Comprehensive Income/(Loss), net | Noncontrolling Interests | Total |
Beginning Balance at Dec. 31, 2018 | $ 46,201 | $ 2,755 | $ 4,920,732 | $ (2,063,996) | $ (67) | $ 17,152 | $ 2,922,777 |
Consolidated Statements of Changes in Equity | |||||||
Net income/(loss) attributable to UDR, Inc. | 24,503 | 24,503 | |||||
Net income/(loss) attributable to noncontrolling interests | 30 | 30 | |||||
Contribution of noncontrolling interests in consolidated real estate | 125 | 125 | |||||
Long Term Incentive Plan Unit grants/(vestings), net | (3,925) | (3,925) | |||||
Other comprehensive income/(loss) | (2,903) | (2,903) | |||||
Issuance/(forfeiture) of common and restricted shares, net | (1,499) | (1,499) | |||||
Issuance of common shares through public offering, net | 44 | 192,135 | 192,179 | ||||
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership | 19 | 72,827 | 72,846 | ||||
Common stock distributions declared | (96,561) | (96,561) | |||||
Preferred stock distributions declared-Series E | (1,011) | (1,011) | |||||
Adjustment to reflect redemption value of redeemable noncontrolling interests | (144,197) | (144,197) | |||||
Ending Balance at Mar. 31, 2019 | 46,201 | 2,818 | 5,184,195 | (2,281,262) | (2,970) | 13,382 | 2,962,364 |
Beginning Balance at Dec. 31, 2019 | 46,201 | 2,946 | 5,781,975 | (2,462,132) | (10,448) | 30,772 | 3,389,314 |
Consolidated Statements of Changes in Equity | |||||||
Net income/(loss) attributable to UDR, Inc. | 5,221 | 5,221 | |||||
Net income/(loss) attributable to noncontrolling interests | (10) | (10) | |||||
Long Term Incentive Plan Unit grants/(vestings), net | (16,487) | (16,487) | |||||
Other comprehensive income/(loss) | (2,422) | (2,422) | |||||
Issuance/(forfeiture) of common and restricted shares, net | 1 | (1,332) | (1,331) | ||||
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership | 2 | 7,828 | 7,830 | ||||
Common stock distributions declared | (106,190) | (106,190) | |||||
Preferred stock distributions declared-Series E | (1,066) | (1,066) | |||||
Adjustment to reflect redemption value of redeemable noncontrolling interests | 205,713 | 205,713 | |||||
Ending Balance at Mar. 31, 2020 | $ 46,201 | $ 2,949 | $ 5,788,471 | (2,360,636) | $ (12,870) | $ 14,275 | 3,478,390 |
Consolidated Statements of Changes in Equity | |||||||
Cumulative effect upon adoption of ASC 326 | $ (2,182) | $ (2,182) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Common stock distributions declared per share | $ 0.36 | $ 0.3425 |
8.00% Series E Cumulative Convertible Preferred Stock | ||
Preferred stock distributions declared | $ 0.3898 | $ 0.3708 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities | ||
Net income/(loss) | $ 5,540 | $ 26,602 |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 157,501 | 114,124 |
(Income)/loss from unconsolidated entities | (3,367) | (49) |
Return on investment in unconsolidated joint ventures | 1,741 | 1,977 |
Amortization of share-based compensation | 6,808 | 5,937 |
Other | (1,215) | 3,910 |
Changes in operating assets and liabilities: | ||
(Increase)/decrease in operating assets | 114 | 2,295 |
Increase/(decrease) in operating liabilities | (31,666) | (17,463) |
Net cash provided by/(used in) operating activities | 135,456 | 137,333 |
Investing Activities | ||
Acquisition of real estate assets | (141,727) | (403,245) |
Development of real estate assets | (23,087) | (6,237) |
Capital expenditures and other major improvements - real estate assets | (32,983) | (31,264) |
Capital expenditures - non-real estate assets | (2,479) | (3,346) |
Investment in unconsolidated joint ventures | (16,139) | (21,389) |
Distributions received from unconsolidated joint ventures | 3,271 | 10,797 |
Purchase deposits on pending acquisitions | (10,350) | |
Repayment/(issuance) of notes receivable, net | (900) | 5,285 |
Net cash provided by/(used in) investing activities | (214,044) | (459,749) |
Financing Activities | ||
Payments on secured debt | (2,781) | (962) |
Net proceeds from the issuance of unsecured debt | 211,320 | |
Net proceeds/(repayment) of commercial paper | (85,000) | (11,115) |
Net proceeds/(repayment) of revolving bank debt | 58,214 | 54,294 |
Proceeds from the issuance of common shares through public offering, net | 192,179 | |
Distributions paid to redeemable noncontrolling interests | (7,618) | (8,553) |
Distributions paid to preferred stockholders | (1,015) | (959) |
Distributions paid to common stockholders | (100,930) | (88,911) |
Other | (3,964) | 1,706 |
Net cash provided by/(used in) financing activities | 68,226 | 137,679 |
Net increase/(decrease) in cash, cash equivalents, and restricted cash | (10,362) | (184,737) |
Cash, cash equivalents, and restricted cash, beginning of year | 33,291 | 208,891 |
Cash, cash equivalents, and restricted cash, end of period | 22,929 | 24,154 |
Supplemental Information: | ||
Interest paid during the period, net of amounts capitalized | 57,320 | 44,271 |
Cash paid/(refunds received) for income taxes | 323 | 241 |
Non-cash transactions: | ||
Transfer of investment in and advances to unconsolidated joint ventures to real estate owned | 14,700 | 40,433 |
Acquisition of intellectual property in exchange for cancellation of secured note receivable | 2,250 | |
Recognition of allowance for credit losses | 2,182 | |
Recognition of operating lease right-of-use assets | 94,349 | |
Recognition of operating lease liabilities | 88,336 | |
Vesting of LTIP Units | 23,018 | 14,335 |
Development costs and capital expenditures incurred but not yet paid | 25,568 | 10,745 |
Conversion of Operating Partnership and DownREIT Partnership noncontrolling interests to common stock (167,631 shares in 2020 and 1,838,133 shares in 2019) | 7,830 | 72,846 |
Dividends declared but not yet paid | $ 115,259 | $ 105,548 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
The following reconciles cash, cash equivalents, and restricted cash to amounts as shown above: | ||||
Cash and cash equivalents | $ 980 | $ 8,106 | $ 1,043 | $ 185,216 |
Restricted cash | 21,949 | 25,185 | 23,111 | 23,675 |
Total cash, cash equivalents, and restricted cash as shown above | $ 22,929 | $ 33,291 | $ 24,154 | $ 208,891 |
CONSOLIDATED STATEMENTS OF CA_3
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Non-cash transactions: | ||
Conversion of OP Units into common shares | 167,631 | 1,838,133 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION Basis of Presentation UDR, Inc., collectively with our consolidated subsidiaries (“UDR,” the “Company,” “we,” “our,” or “us”), is a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, and manages apartment communities. The accompanying consolidated financial statements include the accounts of UDR and its subsidiaries, including United Dominion Realty, L.P. (the “Operating Partnership” or the “OP”) and UDR Lighthouse DownREIT L.P. (the “DownREIT Partnership”). As of March 31, 2020, there were 184.8 million units in the Operating Partnership (“OP Units”) outstanding, of which 176.2 million OP Units (including 0.1 million of general partnership units), or 95.3%, were owned by UDR and 8.6 million OP Units, or 4.7%, were owned by outside limited partners. As of March 31, 2020, there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 18.6 million, or 57.4%, were owned by UDR (including 13.5 million DownREIT Units, or 41.6%, that were held by the Operating Partnership) and 13.8 million, or 42.6%, were owned by outside limited partners. The consolidated financial statements of UDR include the noncontrolling interests of the unitholders in the Operating Partnership and DownREIT Partnership. The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments and eliminations necessary for the fair presentation of our financial position as of March 31, 2020, and results of operations for the three months ended March 31, 2020 and 2019, have been included. Such adjustments are normal and recurring in nature. The interim results presented are not necessarily indicative of results that can be expected for a full year, particularly in light of the novel coronavirus disease (“COVID-19”) pandemic and measures intended to mitigate its spread. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2019 appearing in UDR’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 18, 2020. The accompanying interim unaudited consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the interim unaudited consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted other than those noted in Note 2, Significant Accounting Policies, , Real Estate Owned, Secured and Unsecured Debt, Net Subsequent Event |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses, basis through a cumulative-effect adjustment to retained earnings of approximately $2.2 million on that date, which was primarily associated with our notes receivable. The Company concluded the cumulative effect was not material to our consolidated financial statements. Disclosures were updated pursuant to the requirements of the ASU. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Principles of Consolidation The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Company generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Company will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Company sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Company will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Company will record a full gain or loss in the period the property is contributed. To the extent that the Company acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Company will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Company will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Company will not recognize a gain or loss on consolidation of a property. Allowance for Credit Losses The Company accounts for allowance for credit losses under the current expected credit loss (“CECL”) impairment model for its financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and presents the net amount of the financial instrument expected to be collected. The CECL impairment model excludes operating lease receivables. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, we analyze the following criteria, as applicable in developing allowances for credit losses: historical loss information, the borrower’s ability to make scheduled payments, the remaining time to maturity, the value of underlying collateral, projected future performance of the borrower and macroeconomic trends. The Company measures credit losses of financial assets on a collective (pool) basis when similar risk characteristics exist. If the Company determines that a financial asset does not share risk characteristics with its other financial assets, the Company evaluates the financial asset for expected credit losses on an individual basis. Allowance for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in Interest income and other income/(expense), net The Company has made the optional election provided by the standard not to measure allowance for credit losses for accrued interest receivables as the Company writes off any uncollectible accrued interest receivables in a timely manner. The Company periodically evaluates the collectability of its accrued interest receivables. A write-off is recorded when the Company concludes that all or a portion of its accrued interest receivable balance is no longer collectible. Notes Receivable Notes receivable relate to financing arrangements which are typically secured by real estate, real estate related projects or other assets. Certain of the loans we extend may include characteristics such as options to purchase the project within a specific time window following expected project completion. These characteristics can cause the loans to fall under the definition of a VIE, and thus trigger consolidation consideration. We consider the facts and circumstances pertinent to each loan, including the relative amount of financing we are contributing to the overall project cost, decision making rights or control we hold, and our rights to expected residual gains or our obligations to absorb expected residual losses from the project. If we are deemed to be the primary beneficiary of a VIE due to holding a controlling financial interest, the majority of decision making control, or by other means, consolidation of the VIE would be required. The Company has concluded that it is not the primary beneficiary of the borrowing entities which were deemed to be VIEs. Additionally, we analyze each loan arrangement that involves real estate development to consider whether the loan qualifies for accounting as a loan or as an investment in a real estate development project. The Company has evaluated its real estate loans, where appropriate, for accounting treatment as loans versus real estate development projects, as required by ASC 310-10. For each loan, the Company has concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate. The following table summarizes our Notes receivable, net dollars in thousands): Interest rate at Balance Outstanding March 31, March 31, December 31, 2020 2020 2019 Note due April 2020 (a) 12.00 % $ 20,000 $ 20,000 Note due October 2020 (b) 8.00 % — 2,250 Note due October 2022 (c) 4.75 % 115,000 115,000 Note due January 2023 (d) 10.00 % 17,300 16,400 Notes Receivable 152,300 153,650 Allowance for credit losses (757) — Total notes receivable, net $ 151,543 $ 153,650 (a) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, all of which has been funded. The note is secured by a parcel of land and related land improvements. Interest payments up to December 2019 are due when the loan matures and interest payments after December 2019 are due monthly. In April 2020, the terms of the secured note were amended to extend the term to May 30, 2022, to adjust the interest rate to 8.0% and to add some covenants of the Borrower. (b) In March 2020, the Company entered into a purchase agreement to acquire all of the unaffiliated third party’s intellectual property in exchange for cancellation of the secured note and accrued interest. All property acquired was recorded in Other assets on the Consolidated Balance Sheets. (c) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $115.0 million, all of which has been funded. Interest payments are due when the loan matures. The note is secured by a first priority deed of trust on an under construction 259 apartment home operating community in Bellevue, Washington, which is expected to be completed in 2020. When the note was funded, the Company also entered into a purchase option agreement and paid a deposit of $10.0 million, which gives the Company the option to acquire the community at a fixed price of $170.0 million. The purchase option must be exercised within 30 days following the date the temporary certificate of occupancy for the residential portion of the project is issued. The deposit is generally nonrefundable other than due to a failure of closing conditions pursuant to the terms of the agreement. If the Company does not exercise the purchase option, or if the Company exercises and fails to close the purchase other than due to seller’s failure or other breaches in the purchase option agreement, per the terms of the agreement, the note will be modified to extend the maturity date to 10 years following the date the temporary certificate of occupancy is issued. Upon modification, the loan will be interest only for the first three years and after such date payments will be based on a 30-year amortization schedule. (d) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, of which $17.3 million has been funded, including $0.9 million funded during the three months ended March 31, 2020. Interest payments are due monthly. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) January 2023. During 2020, the terms of this secured note were amended to increase the aggregate commitment from $16.4 million to $20.0 million, to extend the maturity date of the note to January 2023 and for the April 2020 through July 2020 interest payments to be deferred and paid when the note matures The Company recognized $2.6 million and $1.1 million of interest income for the notes receivable described above during the three months ended March 31, 2020 and 2019, respectively, none of which was related party interest. Interest income is included in Interest income and other income/(expense), net Comprehensive Income/(Loss) Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three months ended March 31, 2020 and 2019, the Company’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges, (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) into earnings, and the allocation of other comprehensive income/(loss) to noncontrolling interests. The (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) is included in Interest expense Derivatives and Hedging Activity, Income Taxes Due to the structure of the Company as a REIT and the nature of the operations for the operating properties, no provision for federal income taxes has been provided for at UDR. Historically, the Company has generally incurred only state and local excise and franchise taxes. UDR has elected for certain consolidated subsidiaries to be treated as taxable REIT subsidiaries (“TRS”). Income taxes for our TRS are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets/(liabilities) are generally the result of differing depreciable lives on capitalized assets, temporary differences between book and tax basis of assets and liabilities and timing of expense recognition for certain accrued liabilities. As of March 31, 2020 and December 31, 2019, UDR’s net deferred tax asset/(liability) was $(1.4) million and $(1.6) million, respectively. GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company recognizes its tax positions and evaluates them using a two-step process. First, UDR determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement. The Company invests in assets that qualify for federal investment tax credits (“ITC”) through our TRS. An ITC reduces federal income taxes payable when qualifying depreciable property is acquired. The ITC is determined as a percentage of cost of the assets. The Company accounts for ITCs under the deferral method, under which the tax benefit from the ITC is deferred and amortized as a tax benefit into Tax (provision)/benefit, net Accounts payable, accrued expenses and other liabilities UDR had no material unrecognized tax benefit, accrued interest or penalties at March 31, 2020. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2016 through 2018 remain open to examination by tax jurisdictions to which we are subject. When applicable, UDR recognizes interest and/or penalties related to uncertain tax positions in Tax (provision)/benefit, net Forward Sales Agreements The Company utilizes forward sales agreements for the future issuance of its common stock. When the Company enters into a forward sales agreement, the contract requires the Company to sell its shares to a counterparty at a predetermined price at a future date. The net sales price and proceeds attained by the Company will be determined on the dates of settlement, with adjustments during the term of the contract for the Company’s anticipated dividends as well as for a daily interest factor that varies with changes in the federal funds rate. The Company generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances. The Company accounts for the shares of common stock reserved for issuance upon settlement as equity in accordance with ASC 815-40, Contracts in Entity's Own Equity The guidance establishes a two-step process for evaluating whether an equity-linked financial instrument is considered indexed to its own stock, first, evaluating the instrument’s contingent exercise provisions and second, evaluating the instrument’s settlement provisions. When entering into forward sales agreements, we determined that (i) none of the agreement’s exercise contingencies are based on observable markets or indices besides those related to the market for our own stock price; and (ii) none of the settlement provisions preclude the agreements from being indexed to our own stock. Before the issuance of shares of common stock, upon physical or net share settlement of the forward sales agreements, the Company expects that the shares issuable upon settlement of the forward sales agreements will be reflected in its diluted income/(loss) per share calculations using the treasury stock method. Under this method, the number of shares of common stock used in calculating diluted income/(loss) per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the forward sales agreements over the number of shares of common stock that could be purchased by the Company in the open market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). When the Company physically or net share settles any forward sales agreement, the delivery of shares of common stock would result in an increase in the number of weighted average common shares outstanding and dilution to basic income/(loss) per share. (See Note 8, Income/(Loss) per Share |
REAL ESTATE OWNED
REAL ESTATE OWNED | 3 Months Ended |
Mar. 31, 2020 | |
REAL ESTATE OWNED | |
REAL ESTATE OWNED | 3. REAL ESTATE OWNED Real estate assets owned by the Company consist of income producing operating properties, properties under development, land held for future development, and held for disposition properties. As of March 31, 2020, the Company owned and consolidated 150 communities in 13 states plus the District of Columbia totaling 47,579 apartment homes. The following table summarizes the carrying amounts for our real estate owned (at cost) as of March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Land $ 2,163,055 $ 2,164,032 Depreciable property — held and used: Land improvements 225,850 224,964 Building, improvements, and furniture, fixtures and equipment 10,178,547 10,102,758 Real estate intangible assets 40,570 40,570 Under development: Land and land improvements 29,226 29,226 Building, improvements, and furniture, fixtures and equipment 66,100 40,551 Real estate held for disposition: Land and land improvements 16,245 — Building, improvements, and furniture, fixtures and equipment 98,405 — Real estate owned 12,817,998 12,602,101 Accumulated depreciation (4,272,471) (4,131,353) Real estate owned, net $ 8,545,527 $ 8,470,748 Acquisitions In January 2020, the Company acquired a 294 apartment home operating community located in Tampa, Florida for approximately $85.2 million. The Company increased its real estate assets owned by approximately $83.1 million and recorded approximately $2.1 million of in-place lease intangibles. In January 2020, the Company increased its ownership interest from 49% to 100% in a 276 apartment home operating community located in Hillsboro, Oregon, for a cash purchase price of approximately $21.6 million. In connection with the acquisition, the Company repaid approximately $35.6 million of joint venture construction financing. As a result, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as a preferred equity investment in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships no Dispositions In March 2020, the Company received a nonrefundable deposit on the pending sale of an operating community located in Seattle, Washington. The asset is included in Real estate held for disposition Sheet as of March 31, 2020. The sale is expected to close in the second quarter of 2020 at a gross sales price of $49.7 million. In May 2020, the Company sold an operating community in Seattle, Washington with a total of 196 apartment homes for gross proceeds of $92.9 million, resulting in a gain of approximately $31.7 million. The asset is included in Real estate held for disposition Other Activity Predevelopment, development, and redevelopment projects and related costs are capitalized and reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation In connection with the acquisition of certain properties, the Company agreed to pay certain of the tax liabilities of certain contributors if the Company sells one or more of the properties contributed in a taxable transaction prior to the expiration of specified periods of time following the acquisition. The Company may, however, sell, without being required to pay any tax liabilities, any of such properties in a non-taxable transaction, including, but not limited to, a tax-deferred Section 1031 exchange. Further, the Company has agreed to maintain certain debt that may be guaranteed by certain contributors for specified periods of time following the acquisition. The Company, however, has the ability to refinance or repay guaranteed debt or to substitute new debt if the debt and the guaranty continue to satisfy certain conditions. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 31, 2020 | |
VARIABLE INTEREST ENTITIES | |
VARIABLE INTEREST ENTITIES | 4. VARIABLE INTEREST ENTITIES The Company has determined that the Operating Partnership and DownREIT Partnership are VIEs as the limited partners lack substantive kick-out rights and substantive participating rights. The Company has concluded that it is the primary beneficiary of, and therefore consolidates, the Operating Partnership and DownREIT Partnership based on its role as the sole general partner of the Operating Partnership and DownREIT Partnership. The Company’s role as community manager and its equity interests give us the power to direct the activities that most significantly impact the economic performance and the obligation to absorb potentially significant losses or the right to receive potentially significant benefits of the Operating Partnership and DownREIT Partnership. See the consolidated financial statements of the Operating Partnership presented within this Report and Note 4, Unconsolidated Entities |
JOINT VENTURES AND PARTNERSHIPS
JOINT VENTURES AND PARTNERSHIPS | 3 Months Ended |
Mar. 31, 2020 | |
JOINT VENTURES AND PARTNERSHIPS | |
JOINT VENTURES AND PARTNERSHIPS | 5. JOINT VENTURES AND PARTNERSHIPS UDR has entered into joint ventures and partnerships with unrelated third parties to own, operate, acquire, renovate, develop, redevelop, dispose of, and manage real estate assets that are either consolidated and included in Real estate owned Investment in and advances to unconsolidated joint ventures, net Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. UDR’s joint ventures and partnerships are funded with a combination of debt and equity. Our losses are typically limited to our investment and except as noted below, the Company does not guarantee any debt, capital payout or other obligations associated with our joint ventures and partnerships. The Company recognizes earnings or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net earnings or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services to the unconsolidated joint ventures and partnerships. The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of March 31, 2020 and December 31, 2019 (dollars in thousands) Number of Number of Operating Apartment Income/(loss) from investments Communities Homes Investment at UDR’s Ownership Interest Three Months Ended Location of March 31, March 31, March 31, December 31, March 31, December 31, March 31, Joint Venture Properties 2020 2020 2020 2019 2020 2019 2020 2019 Operating: UDR/MetLife I Los Angeles, CA 1 150 $ 28,570 $ 28,812 50.0 % 50.0 % $ (454) $ (576) UDR/MetLife II Various 7 1,250 150,652 150,893 50.0 % 50.0 % (91) 434 Other UDR/MetLife Joint Ventures Various 5 1,437 94,109 98,441 50.6 % 50.6 % (1,811) (1,777) West Coast Development Joint Ventures Los Angeles, CA 1 293 34,943 34,907 47.0 % 47.0 % (77) (149) Sold Joint Ventures — — — % — % — (1,819) Investment in and advances to unconsolidated joint ventures, net, before preferred equity investments and other investments $ 308,274 $ 313,053 $ (2,433) $ (3,887) Income/(loss) from investments Investment at Three Months Ended Developer Capital Program Years To UDR March 31, December 31, March 31, and Other Investments (a) Location Rate Maturity Commitment (b) 2020 2019 2020 2019 Preferred equity investments: West Coast Development Joint Ventures (c) Hillsboro, OR 6.5 % N/A $ — $ — $ 17,064 $ (46) $ (161) 1532 Harrison San Francisco, CA 11.0 % 2.3 24,645 31,426 30,585 836 748 1200 Broadway (d) Nashville, TN 8.0 % 2.5 55,558 65,254 63,958 1,281 1,169 Junction Santa Monica, CA 12.0 % 2.3 8,800 10,693 10,379 314 275 1300 Fairmount (d) Philadelphia, PA Variable 3.4 51,393 55,840 51,215 1,166 275 Essex Orlando, FL 12.5 % 3.4 12,886 15,270 14,804 466 332 Modera Lake Merritt (d) Oakland, CA 9.0 % 4.0 27,250 28,653 22,653 574 — Thousand Oaks (e) Thousand Oaks, CA 9.0 % 4.9 20,059 5,994 — 24 — Other investments: The Portals Washington, D.C. 11.0 % 1.2 38,559 49,323 48,181 1,335 1,173 Other investment ventures N/A N/A N/A $ 34,500 14,364 13,598 (150) 125 Total Developer Capital Program and Other Investments 276,817 272,437 5,800 3,936 Total Joint Ventures and Developer Capital Program Investments, net (f) $ 585,091 $ 585,490 $ 3,367 $ 49 (a) The Developer Capital Program is the program through which the Company makes investments, including preferred equity investments, mezzanine loans or other structured investments that may receive a fixed yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property and/or holds fixed price purchase options. (b) Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments. (c) In January 2020, the Company increased its ownership interest from 49% to 100% in the 276 apartment home operating community located in Hillsboro, Oregon, for a cash purchase price of approximately $21.6 million. As a result, the Company consolidated the operating community and it is no longer accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned ). In connection with the purchase, the Company repaid the joint venture’s construction loan of approximately $35.6 million. (d) The Company’s preferred equity investment receives a variable percentage of the value created from the project upon a capital or liquidating event. (e) In February 2020, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 142 apartment home community in Thousand Oaks, CA. The Company’s preferred equity investment of up to $20.1 million earns a preferred return of 9.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and, therefore, accounts for it under the equity method of accounting. (f) As of March 31, 2020, the Company’s negative investment in 13 th and Market Properties LLC of $3.3 million is included in Other UDR/MetLife Joint Ventures in the table above and recorded in Accounts payable, accrued expenses, and other liabilities on the Consolidated Balance Sheet. As of March 31, 2020 and December 31, 2019, the Company had deferred fees of $9.0 million and $9.0 million, respectively, which will be recognized through earnings over the weighted average life of the related properties, upon the disposition of the properties to a third party, or upon completion of certain development obligations. The Company recognized management fees of $1.4 million and $ 2.8 million for the three months ended March 31, 2020 and 2019, respectively, for management of the communities held by the joint ventures and partnerships. The management fees are included in Joint venture management and other fees on the Consolidated Statements of Operations. The Company may, in the future, make additional capital contributions to certain of our joint ventures and partnerships should additional capital contributions be necessary to fund acquisitions or operations. We evaluate our investments in unconsolidated joint ventures and partnerships when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. The Company did not recognize any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the three months ended March 31, 2020 and 2019. Combined summary balance sheets relating to the unconsolidated joint ventures’ and partnerships’ (not just our proportionate share) are presented below as of March 31, 2020 and December 31, 2019 ( dollars in thousands March 31, December 31, 2020 2019 Total real estate, net $ 1,868,502 $ 1,901,081 Cash and cash equivalents 32,486 29,823 Other assets 180,893 172,941 Total assets $ 2,081,881 $ 2,103,845 Third party debt, net $ 1,136,306 $ 1,148,048 Accounts payable and accrued liabilities 50,262 55,114 Total liabilities 1,186,568 1,203,162 Total equity $ 895,313 $ 900,683 Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three months ended March 31, 2020 and 2019 ( dollars in thousands : Three Months Ended March 31, 2020 2019 Total revenues $ 41,314 $ 81,532 Property operating expenses 15,297 30,312 Real estate depreciation and amortization 16,243 29,580 Operating income/(loss) 9,774 21,640 Interest expense (10,347) (21,924) Net unrealized gain/(loss) on held investments — 1,522 Other income/(loss) (8) 103 Net income/(loss) $ (581) $ 1,341 (1) |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
LEASES | |
LEASES | 6. LEASES Lessee - Ground Leases UDR owns six communities that are subject to ground leases, under which UDR is the lessee, expiring between 2043 and 2103, inclusive of extension options we are reasonably certain will be exercised. All of these leases are classified as operating leases through the lease term expiration based on our election of the practical expedient provided by the leasing standard. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the remaining lease term. We currently do not hold any finance leases. The Company also elected the short-term lease exception provided by the leasing standard and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. No leases qualified for the short-term lease exception during the three months ended March 31, 2020 and 2019. As of March 31, 2020, the Operating lease right-of-use assets Operating lease liabilities Operating lease right-of-use assets Operating lease liabilities As the discount rate implicit in the leases was not readily determinable, we determined the discount rate for these leases utilizing the Company’s incremental borrowing rate at a portfolio level, adjusted for the remaining lease term, and the form of underlying collateral. The weighted average remaining lease term for these leases was 44.5 years at March 31, 2020 and the weighted average discount rate was 5.0% at March 31, 2020. Future minimum lease payments and total operating lease liabilities from our ground leases as of March 31, 2020 are as follows (dollars in thousands): Ground Leases 2020 $ 9,330 2021 12,442 2022 12,442 2023 12,442 2024 12,442 Thereafter 455,221 Total future minimum lease payments (undiscounted) 514,319 Difference between future undiscounted cash flows and discounted cash flows (316,490) Total operating lease liabilities (discounted) $ 197,829 For purposes of recognizing our ground lease contracts, the Company uses the minimum lease payments, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on a change in an index or a rate (i.e., changes in fair market rental rates or changes in the consumer price index) but that does not include a specified minimum lease payment, the Company uses the current rent over the remainder of the lease term. If there is a contingency upon which some or all of the variable lease payments that will be paid over the remainder of the lease term are based, which is resolved such that those payments now meet the definition of lease payments, the Company will remeasure the right-of-use asset and lease liability on the reset date. The components of operating lease expenses were as follows (dollars in thousands) Three Months Ended March 31, 2020 2019 Lease expense: Contractual lease expense $ 3,170 $ 2,159 Variable lease expense (a) 43 139 Total operating lease expense (b)(c) $ 3,213 $ 2,298 (a) Variable lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Lease expense is reported within the line item Other operating expenses on the Consolidated Statements of Operations. (c) For the three months ended March 31, 2020, Operating lease right-of-use assets and Operating lease liabilities amortized by $0.8 million and $0.7 million, respectively, and for the three months ended March 31, 2019 Operating lease right-of-use assets and Operating lease liabilities amortized by $0.2 million and $0.1 million, respectively. The Company recorded $0.1 million and $0.1 million of total operating lease expense during the three months ended March 31, 2020 and 2019, respectively, due to the net impact of the amortization. Lessor - Apartment Home, Retail and Commercial Space Leases UDR’s communities and retail and commercial space are leased to tenants under operating leases. As of March 31, 2020, our apartment home leases generally have initial terms of 12 months or less and represent approximately 98.4% of our total lease revenue. As of March 31, 2020, our retail and commercial space leases generally have initial terms of between 5 and 15 years and represent approximately 1.6% of our total lease revenue. Our apartment home leases are generally renewable at the end of the lease term, subject to potential increases in rental rates, and our retail and commercial space leases generally have renewal options, subject to associated increases in rental rates due to market based or fixed price renewal options and certain other conditions. (See Note 14, Reportable Segments Future minimum lease payments from our retail and commercial leases as of March 31, 2020 are as follows (dollars in thousands): Retail and Commercial Leases 2020 $ 16,849 2021 22,487 2022 20,781 2023 19,317 2024 17,594 Thereafter 81,662 Total future minimum lease payments (a) $ 178,690 (a) We have excluded our apartment home leases from this table as our apartment home leases generally have initial terms of 12 months or less. Certain of our leases with retail and commercial tenants provide for the payment by the lessee of additional variable rent based on a percentage of the tenant’s revenue. The amounts shown in the table above do not include these variable percentage rents. The Company recorded variable percentage rents of $0.1 million and less than $0.2 million during the three months ended March 31, 2020 and 2019, respectively. |
SECURED AND UNSECURED DEBT, NET
SECURED AND UNSECURED DEBT, NET | 3 Months Ended |
Mar. 31, 2020 | |
SECURED AND UNSECURED DEBT, NET | |
SECURED AND UNSECURED DEBT, NET | 7. SECURED AND UNSECURED DEBT, NET The following is a summary of our secured and unsecured debt at March 31, 2020 and December 31, 2019 ( dollars in thousands Principal Outstanding As of March 31, 2020 Weighted Weighted Average Average Number of March 31, December 31, Interest Years to Communities 2020 2019 Rate Maturity Encumbered Secured Debt: Fixed Rate Debt Mortgage notes payable (a) $ 883,249 $ 884,869 3.61 % 5.9 15 Credit facilities (b) 203,429 204,590 4.90 % 2.8 4 Deferred financing costs and other non-cash adjustments 30,585 33,046 Total fixed rate secured debt, net 1,117,263 1,122,505 3.85 % 5.3 19 Variable Rate Debt Tax-exempt secured notes payable (c) 27,000 27,000 1.91 % 12.0 1 Deferred financing costs (62) (64) Total variable rate secured debt, net 26,938 26,936 1.91 % 12.0 1 Total Secured Debt, net 1,144,201 1,149,441 3.80 % 5.5 20 Unsecured Debt: Variable Rate Debt Borrowings outstanding under unsecured credit facility due January 2023 (d) (m) 50,000 — 1.75 % 2.8 Borrowings outstanding under unsecured commercial paper program due April 2020 (e) (m) (n) 215,000 300,000 1.58 % 0.1 Borrowings outstanding under unsecured working capital credit facility due January 2021 24,797 16,583 1.82 % 0.8 Term Loan due September 2023 (d) (m) 35,000 35,000 2.48 % 3.5 Fixed Rate Debt 1.93% Term Loan due September 2023 (d) (m) 315,000 315,000 1.93 % 3.5 3.75% Medium-Term Notes due July 2024 (net of discounts of $443 and $470, respectively) (g) (m) 299,557 299,530 3.75 % 4.3 8.50% Debentures due September 2024 15,644 15,644 8.50 % 4.5 4.00% Medium-Term Notes due October 2025 (net of discounts of $379 and $396, respectively) (h) (m) 299,621 299,604 4.00 % 5.5 2.95% Medium-Term Notes due September 2026 (m) 300,000 300,000 2.95 % 6.4 3.50% Medium-Term Notes due July 2027 (net of discounts of $511 and $529, respectively) (m) 299,489 299,471 3.50 % 7.3 3.50% Medium-Term Notes due January 2028 (net of discounts of $924 and $954, respectively) (m) 299,076 299,046 3.50 % 7.8 4.40% Medium-Term Notes due January 2029 (net of discounts of $5 and $5, respectively) (i) (m) 299,995 299,995 4.40 % 8.8 3.20% Medium-Term Notes due January 2030 (net of premiums of $13,442 and $2,281, respectively) (j) (m) 613,442 402,281 3.20 % 9.8 3.00% Medium-Term Notes due August 2031 (net of discounts of $1,099 and $1,123, respectively) (k) (m) 398,901 398,877 3.00 % 11.4 3.10% Medium-Term Notes due November 2034 (net of discounts of $1,287 and $1,309, respectively) (l) (m) 298,713 298,691 3.10 % 14.6 Other 12 13 Deferred financing costs (23,310) (21,652) Total Unsecured Debt, net 3,740,937 3,558,083 3.29 % 7.5 Total Debt, net $ 4,885,138 $ 4,707,524 3.28 % 7.1 For purposes of classification of the above table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument. Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of March 31, 2020, secured debt encumbered $2.1 billion or 16.6% of UDR’s total real estate owned based upon gross book value ($10.7 billion or 83.4% of UDR’s real estate owned based on gross book value is unencumbered). (a) The Company will from time to time acquire properties subject to fixed rate debt instruments. In those situations, the Company records the debt at its estimated fair value and amortizes any difference between the fair value and par value to interest expense over the life of the underlying debt instrument. (b) During the three months ended March 31, 2020 and 2019, the Company had $2.6 million and $0.6 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties inclusive of its fixed rate mortgage notes payable and credit facilities, which was included in Interest expense (c) (d) six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of September 30, 2023. Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 90 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 75 to 145 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 80 to 165 basis points. The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable. The following is a summary of short-term bank borrowings under the Revolving Credit Facility at March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Total revolving credit facility $ 1,100,000 $ 1,100,000 Borrowings outstanding at end of period (1) 50,000 — Weighted average daily borrowings during the period ended 11,538 55 Maximum daily borrowings during the period ended 50,000 20,000 Weighted average interest rate during the period ended 1.8 % 2.6 % Interest rate at end of the period 1.8 % — % (1) Excludes $2.5 million and $2.9 million of letters of credit at March 31, 2020 and December 31, 2019, respectively . (e) The following is a summary of short-term bank borrowings under the unsecured commercial paper program at March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Total unsecured commercial paper program $ 500,000 $ 500,000 Borrowings outstanding at end of period 215,000 300,000 Weighted average daily borrowings during the period ended 346,978 173,353 Maximum daily borrowings during the period ended 500,000 435,000 Weighted average interest rate during the period ended 1.8 % 2.5 % Interest rate at end of the period 1.6 % 2.0 % (f) 82.5 basis points. Depending on the Company’s credit rating, the margin ranges from 75 to 145 basis points. The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Total working capital credit facility $ 75,000 $ 75,000 Borrowings outstanding at end of period 24,797 16,583 Weighted average daily borrowings during the period ended 25,212 23,487 Maximum daily borrowings during the period ended 46,419 66,170 Weighted average interest rate during the period ended 2.2 % 3.1 % Interest rate at end of the period 1.8 % 2.6 % (g) (h) (i) (j) In February 2020, the Company issued $200.0 million of 3.20% senior unsecured medium-term notes due 2030. Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. The notes were priced at 105.660% of the principal amount at issuance. This was a further issuance of the 2030 notes, and forms a single series with, the $300.0 million aggregate principal amount of the Company’s 3.20% notes due 2030 that were issued in July 2019 and the $100.0 million aggregate principal amount of the Company’s 3.20% notes due 2030 that were issued in October 2019. As of the completion of the offering, the aggregate principal amount of outstanding 2030 notes was $600.0 million. (k) (l) . (m) The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to March 31, 2020 are as follows (dollars in thousands): Total Fixed Total Variable Total Total Total Year Secured Debt Secured Debt Secured Debt Unsecured Debt Debt 2020 $ 112,592 $ — $ 112,592 $ 215,000 (a) $ 327,592 2021 8,763 — 8,763 24,797 33,560 2022 9,159 — 9,159 — 9,159 2023 295,965 — 295,965 400,000 695,965 2024 95,280 — 95,280 315,644 410,924 2025 173,189 — 173,189 300,000 473,189 2026 51,070 — 51,070 300,000 351,070 2027 1,111 — 1,111 300,000 301,111 2028 122,465 — 122,465 300,000 422,465 2029 144,584 — 144,584 300,000 444,584 Thereafter 72,500 27,000 99,500 1,300,000 1,399,500 Subtotal 1,086,678 27,000 1,113,678 3,755,441 4,869,119 Non-cash (b) 30,585 (62) 30,523 (14,504) 16,019 Total $ 1,117,263 $ 26,938 $ 1,144,201 $ 3,740,937 $ 4,885,138 (a) All unsecured debt due in the remainder of 2020 is related to the Company’s commercial paper program. (b) Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs . The Company amortized $1.0 million and $1.0 million, respectively, during the three months ended March 31, 2020 and 2019, of deferred financing costs into Interest expense. We were in compliance with the covenants of our debt instruments at March 31, 2020. (n) |
INCOME_(LOSS) PER SHARE
INCOME/(LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
INCOME/(LOSS) PER SHARE | |
INCOME/(LOSS) PER SHARE | 8. INCOME/(LOSS) PER SHARE The following table sets forth the computation of basic and diluted income/(loss) per share for the periods presented (dollars and shares in thousands, except per share data): Three Months Ended March 31, 2020 2019 Numerator for income/(loss) per share: Net income/(loss) $ 5,540 $ 26,602 Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (313) (2,057) Net (income)/loss attributable to noncontrolling interests (6) (42) Net income/(loss) attributable to UDR, Inc. 5,221 24,503 Distributions to preferred stockholders — Series E (Convertible) (1,066) (1,011) Income/(loss) attributable to common stockholders - basic and diluted $ 4,155 $ 23,492 Denominator for income/(loss) per share: Weighted average common shares outstanding 294,731 277,297 Non-vested restricted stock awards (274) (295) Denominator for basic income/(loss) per share 294,457 277,002 Incremental shares issuable from assumed conversion of unvested LTIP Units and unvested restricted stock 703 555 Denominator for diluted income/(loss) per share 295,160 277,557 Income/(loss) per weighted average common share: Basic $ 0.01 $ 0.08 Diluted $ 0.01 $ 0.08 Basic income/(loss) per common share is computed based upon the weighted average number of common shares outstanding. Diluted income/(loss) per common share is computed based upon the weighted average number of common shares outstanding plus the common shares issuable from the assumed conversion of the OP Units and DownREIT Units, convertible preferred stock, stock options, unvested long-term incentive plan units (“LTIP Units”), unvested restricted stock and continuous equity program forward sales agreements. Only those instruments having a dilutive impact on our basic income/(loss) per share are included in diluted income/(loss) per share during the periods. For the three months ended March 31, 2020 and 2019, the effect of the conversion of the OP Units, DownREIT Units, LTIP Units, the Company’s Series E preferred stock and shares issuable upon settlement of forward sales agreements was not dilutive and therefore not included in the above calculation. In July 2017, the Company entered into an ATM sales agreement under which the Company may offer and sell up to 20.0 million shares of its common stock, from time to time, to or through its sales agents and may enter into separate forward sales agreements to or through its forward purchasers. Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in April 2017, which replaced the prior at-the-market equity offering program entered into in April 2012. During the three months ended March 31, 2020, the Company did not sell any shares of common stock through its ATM program. As of March 31, 2020, we had 11.7 million shares of common stock available for future issuance under the ATM program, including an aggregate of 2.1 million shares subject to the forward sales agreements described below. In connection with any forward sales agreement under the Company’s ATM program, the relevant forward purchasers will borrow from third parties and, through the relevant sales agent, acting in its role as forward seller, sell a number of shares of the Company’s common stock equal to the number of shares underlying the agreement. The Company does not initially receive any proceeds from any sale of borrowed shares by the forward seller. During the three months ended March 31, 2020, the Company entered into forward sales agreements under its ATM program for a total of 2.1 million shares of common stock at a weighted average initial forward price per share of $49.56. The initial forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement. As of March 31, 2020, no shares under the forward sales agreements have been settled. The final dates by which shares sold under the forward sales agreements must be settled range between February 12, 2021 and March 3, 2021. The Company generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances. The Company currently expects to fully physically settle each forward sales agreement with the relevant forward purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sales agreement, in which case the Company expects to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sales agreement multiplied by the relevant forward sale price. However, subject to certain exceptions, the Company may also elect, in its discretion, to cash settle or net share settle a particular forward sales agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of UDR common stock (in the case of net share settlement) to the relevant forward purchaser. The following table sets forth the additional shares of common stock issuable, by equity instrument, if such equity instrument were converted to or redeemed for common stock for each of the three months ended March 31, 2020 and 2019 (in thousands) Three Months Ended March 31, 2020 2019 OP/DownREIT Units 22,228 24,280 Convertible preferred stock 3,011 3,011 Unvested LTIP Units and unvested restricted stock 703 555 |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 3 Months Ended |
Mar. 31, 2020 | |
NONCONTROLLING INTERESTS | |
NONCONTROLLING INTERESTS | 9. NONCONTROLLING INTERESTS Redeemable Noncontrolling Interests in the Operating Partnership and DownREIT Partnership Interests in the Operating Partnership and the DownREIT Partnership held by limited partners are represented by OP Units and DownREIT Units, respectively. The income is allocated to holders of OP Units/DownREIT Units based upon net income attributable to common stockholders and the weighted average number of OP Units/DownREIT Units outstanding to total common shares plus OP Units/DownREIT Units outstanding during the period. Capital contributions, distributions, and profits and losses are allocated to noncontrolling interests in accordance with the terms of the partnership agreements of the Operating Partnership and the DownREIT Partnership. Limited partners of the Operating Partnership and the DownREIT Partnership have the right to require such partnership to redeem all or a portion of the OP Units/DownREIT Units held by the limited partner at a redemption price equal to and in the form of the Cash Amount (as defined in the partnership agreement of the Operating Partnership or the DownREIT Partnership, as applicable), provided that such OP Units/DownREIT Units have been outstanding for at least one year, subject to certain exceptions. UDR, as the general partner of the Operating Partnership and the DownREIT Partnership may, in its sole discretion, purchase the OP Units/DownREIT Units by paying to the limited partner either the Cash Amount or the REIT Share Amount (generally one share of common stock of the Company for each OP Unit/DownREIT Unit), as defined in the partnership agreement of the Operating Partnership or the DownREIT Partnership, as applicable. Accordingly, the Company records the OP Units/DownREIT Units outside of permanent equity and reports the OP Units/DownREIT Units at their redemption value using the Company’s stock price at each balance sheet date. The following table sets forth redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership for the following period ( dollars in thousands Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, December 31, 2019 $ 1,018,665 Mark-to-market adjustment to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (205,713) Conversion of OP Units/DownREIT Units to Common Stock (7,830) Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership 313 Distributions to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (9,182) Vesting of Long-Term Incentive Plan Units 23,018 Allocation of other comprehensive income/(loss) (138) Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, March 31, 2020 $ 819,133 Noncontrolling Interests Noncontrolling interests represent interests of unrelated partners and unvested LTIP Units in certain consolidated affiliates, and are presented as part of equity on the Consolidated Balance Sheets since these interests are not redeemable. Net (income)/loss attributable to noncontrolling interests The Company grants LTIP Units to certain employees and non-employee directors. The LTIP Units represent an ownership interest in the Operating Partnership and have vesting terms of between one Noncontrolling interests related to long-term incentive plan units represent the unvested LTIP Units of these employees and non-employee directors in the Operating Partnership. The net income/(loss) allocated to the unvested LTIP Units is included in Net (income)/loss attributable to noncontrolling interests |
FAIR VALUE OF DERIVATIVES AND F
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2020 | |
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS | |
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS | 10. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS Fair value is based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level valuation hierarchy prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. ● Level 2 — Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2020 and December 31, 2019, are summarized as follows (dollars in thousands) Fair Value at March 31, 2020, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2020 (a) 2020 (Level 1) (Level 2) (Level 3) Description: Notes receivable (b) $ 151,543 $ 160,515 $ — $ — $ 160,515 Total assets $ 151,543 $ 160,515 $ — $ — $ 160,515 Derivatives - Interest rate contracts (c) $ 3,075 $ 3,075 $ — $ 3,075 $ — Secured debt instruments - fixed rate: (d) Mortgage notes payable 903,243 908,088 — — 908,088 Credit facilities 216,181 213,026 — — 213,026 Secured debt instruments - variable rate: (d) Tax-exempt secured notes payable 27,000 27,000 — — 27,000 Unsecured debt instruments: (d) Revolving credit facility 50,000 50,000 — — 50,000 Working capital credit facility 24,797 24,797 — — 24,797 Commercial paper program 215,000 215,000 — — 215,000 Unsecured notes 3,474,450 3,466,082 — — 3,466,082 Total liabilities $ 4,913,746 $ 4,907,068 $ — $ 3,075 $ 4,903,993 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (e) $ 819,133 $ 819,133 $ — $ 819,133 $ — Fair Value at December 31, 2019, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2019 (a) 2019 (Level 1) (Level 2) (Level 3) Description: Notes receivable (b) $ 153,650 $ 160,197 $ — $ — $ 160,197 Derivatives - Interest rate contracts (c) 6 6 — 6 — Total assets $ 153,656 $ 160,203 $ — $ 6 $ 160,197 Derivatives - Interest rate contracts (c) $ 142 $ 142 $ — $ 142 $ — Secured debt instruments - fixed rate: (d) Mortgage notes payable 906,228 898,329 — — 898,329 Credit facilities 218,490 213,661 — — 213,661 Secured debt instruments - variable rate: (d) Tax-exempt secured notes payable 27,000 27,000 — — 27,000 Unsecured debt instruments: (d) Working capital credit facility 16,583 16,583 — — 16,583 Commercial paper program 300,000 300,000 — — 300,000 Unsecured notes 3,263,152 3,397,622 — — 3,397,622 Total liabilities $ 4,731,595 $ 4,853,337 $ — $ 142 $ 4,853,195 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (e) $ 1,018,665 $ 1,018,665 $ — $ 1,018,665 $ — (a) Balances include fair market value adjustments and exclude deferred financing costs. (b) See Note 2, Significant Accounting Policies . (c) See Note 11, Derivatives and Hedging Activity . (d) See Note 7, Secured and Unsecured Debt, Net . (e) See Note 9, Noncontrolling Interests. There were no transfers into or out of any of the levels of the fair value hierarchy during the three months ended March 31, 2020. Financial Instruments Carried at Fair Value The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair values of interest rate options are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2020 and December 31, 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership have a redemption feature and are marked to their redemption value. The redemption value is based on the fair value of the Company’s common stock at the redemption date, and therefore, is calculated based on the fair value of the Company’s common stock at the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership are classified as Level 2. Financial Instruments Not Carried at Fair Value At March 31, 2020 and December 31, 2019, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaids, real estate taxes payable, accrued interest payable, security deposits and prepaid rent, distributions payable and accounts payable approximated their carrying values because of the short term nature of these instruments. The estimated fair values of other financial instruments, which includes notes receivable and debt instruments, are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations. We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by the future operation and disposition of those assets are less than the net book value of those assets. Our cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods. The net book value of impaired assets is reduced to fair value. Our estimates of fair value represent our best estimate based upon Level 3 inputs such as industry trends and reference to market rates and transactions. We consider various factors to determine if a decrease in the value of our Investment in and advances to unconsolidated joint ventures, net After determining that an other-than-temporary decrease in the value of an equity method investment has occurred, we estimate the fair value of our investment by estimating the proceeds we would receive upon a hypothetical liquidation of the investment at the date of measurement. Inputs reflect management’s best estimate of what market participants would use in pricing the investment giving consideration to the terms of the joint venture agreement and the estimated discounted future cash flows to be generated from the underlying joint venture assets. The inputs and assumptions utilized to estimate the future cash flows of the underlying assets are based upon the Company’s evaluation of the economy, market trends, operating results, and other factors, including judgments regarding costs to complete any construction activities, lease up and occupancy rates, rental rates, inflation rates, capitalization rates utilized to estimate the projected cash flows at the disposition, and discount rates. |
DERIVATIVES AND HEDGING ACTIVIT
DERIVATIVES AND HEDGING ACTIVITY | 3 Months Ended |
Mar. 31, 2020 | |
DERIVATIVES AND HEDGING ACTIVITY | |
DERIVATIVES AND HEDGING ACTIVITY | 11. DERIVATIVES AND HEDGING ACTIVITY Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in Accumulated other comprehensive income/(loss), net Amounts reported in Accumulated other comprehensive income/(loss), net Interest expense As of March 31, 2020, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk ( dollars in thousands Number of Product Instruments Notional Interest rate swaps 1 $ 315,000 Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and resulted in no gain or loss for both the three months ended March 31, 2020 and 2019. As of March 31, 2020, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands Number of Product Instruments Notional Interest rate caps 1 $ 19,880 Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 ( dollars in thousands Asset Derivatives Liability Derivatives (included in Other assets ) (included in Other liabilities ) Fair Value at: Fair Value at: March 31, December 31, March 31, December 31, 2020 2019 2020 2019 Derivatives designated as hedging instruments: Interest rate products $ — $ 6 $ 3,075 $ 142 Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Operations The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 ( dollars in thousands Gain/(Loss) Recognized in Gain/(Loss) Reclassified Interest expense Unrealized holding gain/(loss) from Accumulated OCI into (Amount Excluded from Recognized in OCI Interest expense Effectiveness Testing) Derivatives in Cash Flow Hedging Relationships 2020 2019 2020 2019 2020 2019 Three Months Ended March 31, Interest rate products $ (2,917) $ (2,210) $ (357) $ 945 $ — $ — Three Months Ended March 31, 2020 2019 Total amount of Interest expense $ 39,317 $ 33,542 The Company did not recognize any gain/(loss) in Interest income and other income/(expense), net Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. The Company has certain agreements with some of its derivative counterparties that contain a provision where, in the event of default by the Company or the counterparty, the right of setoff may be exercised. Any amount payable to one party by the other party may be reduced by its setoff against any amounts payable by the other party. Events that give rise to default by either party may include, but are not limited to, the failure to pay or deliver payment under the derivative agreement, the failure to comply with or perform under the derivative agreement, bankruptcy, a merger without assumption of the derivative agreement, or in a merger, a surviving entity’s creditworthiness is materially weaker than the original party to the derivative agreement. Tabular Disclosure of Offsetting Derivatives The Company has elected not to offset derivative positions on the consolidated financial statements. The tables below present the effect on its financial position had the Company made the election to offset its derivative positions as of March 31, 2020 and December 31, 2019 (dollars in thousands): Gross Net Amounts of Gross Amounts Not Offset Amounts Assets in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Assets Assets Sheets (a) Instruments Received Net Amount March 31, 2020 $ — $ — $ — $ — $ — $ — December 31, 2019 $ 6 $ — $ 6 $ (3) $ — $ 3 (a) Amounts reconcile to the aggregate fair value of derivative assets in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote. Gross Net Amounts of Gross Amounts Not Offset Amounts Liabilities in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Liabilities Liabilities Sheets (a) Instruments Posted Net Amount March 31, 2020 $ 3,075 $ — $ 3,075 $ — $ — $ 3,075 December 31, 2019 $ 142 $ — $ 142 $ (3) $ — $ 139 (a) Amounts reconcile to the aggregate fair value of derivative liabilities in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2020 | |
EMPLOYEE BENEFIT PLANS | |
STOCK BASED COMPENSATION | 12. STOCK BASED COMPENSATION The Company recognized stock based compensation expense, inclusive of awards granted to our non-employee directors, net of capitalization, of $6.8 million and $5.9 million during the three months ended March 31, 2020 and 2019, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Commitments Real Estate Commitments The following summarizes the Company’s real estate commitments at March 31, 2020 ( dollars in thousands Number UDR's UDR's Remaining Properties Investment (a) Commitment Wholly-owned — under development 3 $ 95,326 $ 183,174 Wholly-owned — redevelopment 2 17,660 7,840 Joint ventures: Preferred equity investments 2 34,647 (b) 14,348 (c) Other investments - 14,364 23,700 (d) Total $ 161,997 $ 229,062 (a) Represents UDR’s investment as of March 31, 2020. (b) Represents UDR’s investment in Modera Lake Merritt and Thousand Oaks, which were under development as of March 31, 2020. (c) Represents UDR’s remaining commitment for Modera Lake Merritt and Thousand Oaks. (d) Represents UDR’s remaining commitment for other investment ventures. Purchase Commitments In 2019, the Company entered into a contract to purchase a development land parcel located in King of Prussia, Pennsylvania for a purchase price of approximately $14.8 million. The Company made a $0.8 million deposit on the purchase, which is generally non-refundable other than due to a failure of closing conditions pursuant to the terms of the purchase agreement. The acquisition is expected to close in 2020, subject to completion of entitlement and customary closing conditions. Contingencies Litigation and Legal Matters The Company is subject to various legal proceedings and claims arising in the ordinary course of business. The Company cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. The Company believes that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flows. |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 3 Months Ended |
Mar. 31, 2020 | |
REPORTABLE SEGMENTS | |
REPORTABLE SEGMENTS | 14. REPORTABLE SEGMENTS GAAP guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker to decide how to allocate resources and for purposes of assessing such segments’ performance. UDR’s Chief Operating Decision Maker is comprised of several members of its executive management team who use several generally accepted industry financial measures to assess the performance of the business for our reportable operating segments. UDR owns and operates multifamily apartment communities that generate rental and other property related income through the leasing of apartment homes to a diverse base of tenants. The primary financial measures for UDR’s apartment communities are rental income and net operating income (“NOI”). Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. NOI is defined as rental income less direct property rental expenses. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense, which is calculated as 2.875% of property revenue to cover the regional supervision and accounting costs related to consolidated property operations, and land rent. UDR’s Chief Operating Decision Maker utilizes NOI as the key measure of segment profit or loss. UDR’s two reportable segments are Same-Store Communities Non-Mature Communities/Other ● Same-Store Communities represent those communities acquired, developed, and stabilized prior to January 1, 2019 and held as of March 31, 2020. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months. ● Non-Mature Communities/Other represent those communities that do not meet the criteria to be included in Same-Store Communities , including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. Management evaluates the performance of each of our apartment communities on a Same-Store Community Non-Mature Community/Other criteria under GAAP as each of our apartment communities generally has similar economic characteristics, facilities, services, and tenants. Therefore, the Company’s reportable segments have been aggregated by geography in a manner identical to that which is provided to the Chief Operating Decision Maker. Revenue is measured based on consideration specified in contracts with customers. The Company recognizes revenue when it satisfies a performance obligation by providing the services specified in a contract to the customer. All revenues are from external customers and no single tenant or related group of tenants contributed 10% or more of UDR’s total revenues during the three months ended March 31, 2020 and 2019. The following is a description of the principal streams from which the Company generates its revenue: Lease Revenue Lease revenue related to leases is recognized on an accrual basis when due from residents or tenants in accordance with ASC 842, Leases Lease revenue also includes all pass-through revenue from retail and residential leases and common area maintenance reimbursements from retail leases. These services represent non-lease components in a contract as the Company transfers a service to the lessee other than the right to use the underlying asset. The Company has elected the practical expedient under the leasing standard to not separate lease and non-lease components from its resident and retail lease contracts as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease. Other Revenue Joint venture management and other fees The Joint venture management and other fees Joint venture management and other fees The following table details rental income and NOI for UDR’s reportable segments for the three months ended March 31, 2020 and 2019, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. (dollars in thousands) March 31, (a) 2020 2019 Reportable apartment home segment lease revenue Same-Store Communities (a) West Region $ 102,616 $ 98,633 Mid-Atlantic Region 56,085 54,300 Northeast Region 30,942 30,193 Southeast Region 30,677 29,531 Southwest Region 16,626 16,077 Non-Mature Communities/Other 74,676 30,169 Total segment and consolidated lease revenue $ 311,622 $ 258,903 Reportable apartment home segment other revenue Same-Store Communities (a) West Region $ 2,774 $ 3,076 Mid-Atlantic Region 1,573 2,002 Northeast Region 501 629 Southeast Region 1,429 1,790 Southwest Region 590 763 Non-Mature Communities/Other 1,604 759 Total segment and consolidated other revenue $ 8,471 $ 9,019 Total reportable apartment home segment rental income Same-Store Communities (a) West Region $ 105,390 $ 101,709 Mid-Atlantic Region 57,658 56,302 Northeast Region 31,443 30,822 Southeast Region 32,106 31,321 Southwest Region 17,216 16,840 Non-Mature Communities/Other 76,280 30,928 Total segment and consolidated rental income $ 320,093 $ 267,922 Reportable apartment home segment NOI Same-Store Communities (a) West Region $ 79,823 $ 76,984 Mid-Atlantic Region 40,377 39,179 Northeast Region 20,614 20,977 Southeast Region 22,617 22,010 Southwest Region 11,056 10,328 Non-Mature Communities/Other 50,978 20,205 Total segment and consolidated NOI 225,465 189,683 Reconciling items: Joint venture management and other fees 1,388 2,751 Property management (9,203) (7,703) Other operating expenses (4,966) (5,646) Real estate depreciation and amortization (155,476) (112,468) General and administrative (14,978) (12,467) Casualty-related (charges)/recoveries, net (1,251) — Other depreciation and amortization (2,025) (1,656) Income/(loss) from unconsolidated entities 3,367 49 Interest expense (39,317) (33,542) Interest income and other income/(expense), net 2,700 9,813 Tax (provision)/benefit, net (164) (2,212) Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (313) (2,057) Net (income)/loss attributable to noncontrolling interests (6) (42) Net income/(loss) attributable to UDR, Inc. $ 5,221 $ 24,503 (a) Same-Store Community population consisted of 37,910 apartment homes. The following table details the assets of UDR’s reportable segments as of March 31, 2020 and December 31, 2019 (dollars in thousands) March 31, December 31, 2020 2019 Reportable apartment home segment assets: Same-Store Communities (a): West Region $ 3,704,480 $ 3,696,544 Mid-Atlantic Region 2,356,688 2,350,341 Northeast Region 1,501,767 1,500,597 Southeast Region 810,984 806,830 Southwest Region 603,082 600,350 Non-Mature Communities/Other 3,840,997 3,647,439 Total segment assets 12,817,998 12,602,101 Accumulated depreciation (4,272,471) (4,131,353) Total segment assets — net book value 8,545,527 8,470,748 Reconciling items: Cash and cash equivalents 980 8,106 Restricted cash 21,949 25,185 Notes receivable, net 151,543 153,650 Investment in and advances to unconsolidated joint ventures, net 588,395 588,262 Operating lease right-of-use assets 203,410 204,225 Other assets 179,301 186,296 Total consolidated assets $ 9,691,105 $ 9,636,472 (a) Same-Store Community population consisted of 37,910 apartment homes. Markets included in the above geographic segments are as follows: i. West Region — Orange County, San Francisco, Seattle, Los Angeles, Monterey Peninsula, Other Southern California and Portland ii. Mid-Atlantic Region — Metropolitan D.C., Richmond and Baltimore iii. Northeast Region — New York and Boston iv. Southeast Region — Orlando, Nashville, Tampa and Other Florida v. Southwest Region — Dallas, Austin and Denver |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2020 | |
SUBSEQUENT EVENT | |
Subsequent Event | 15. Subsequent Event The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business. The extent of the pandemic’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic and the duration of government measures to mitigate the pandemic, all of which are uncertain and difficult to predict. Although the effect on our results of operations and cash flows through the date of issuance of our financial statements was not material, given the uncertainty, we cannot predict the effect on future periods, but the adverse impact on the Company's future financial condition, results of operations and cash flows could be material |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses, basis through a cumulative-effect adjustment to retained earnings of approximately $2.2 million on that date, which was primarily associated with our notes receivable. The Company concluded the cumulative effect was not material to our consolidated financial statements. Disclosures were updated pursuant to the requirements of the ASU. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) |
Principles of Consolidation | Principles of Consolidation The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. |
Real Estate Sales Gain Recognition | Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Company generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Company will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Company sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Company will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Company will record a full gain or loss in the period the property is contributed. To the extent that the Company acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Company will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Company will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Company will not recognize a gain or loss on consolidation of a property. |
Allowance for Credit Losses | Allowance for Credit Losses The Company accounts for allowance for credit losses under the current expected credit loss (“CECL”) impairment model for its financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and presents the net amount of the financial instrument expected to be collected. The CECL impairment model excludes operating lease receivables. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, we analyze the following criteria, as applicable in developing allowances for credit losses: historical loss information, the borrower’s ability to make scheduled payments, the remaining time to maturity, the value of underlying collateral, projected future performance of the borrower and macroeconomic trends. The Company measures credit losses of financial assets on a collective (pool) basis when similar risk characteristics exist. If the Company determines that a financial asset does not share risk characteristics with its other financial assets, the Company evaluates the financial asset for expected credit losses on an individual basis. Allowance for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in Interest income and other income/(expense), net The Company has made the optional election provided by the standard not to measure allowance for credit losses for accrued interest receivables as the Company writes off any uncollectible accrued interest receivables in a timely manner. The Company periodically evaluates the collectability of its accrued interest receivables. A write-off is recorded when the Company concludes that all or a portion of its accrued interest receivable balance is no longer collectible. |
Notes Receivable | Notes Receivable Notes receivable relate to financing arrangements which are typically secured by real estate, real estate related projects or other assets. Certain of the loans we extend may include characteristics such as options to purchase the project within a specific time window following expected project completion. These characteristics can cause the loans to fall under the definition of a VIE, and thus trigger consolidation consideration. We consider the facts and circumstances pertinent to each loan, including the relative amount of financing we are contributing to the overall project cost, decision making rights or control we hold, and our rights to expected residual gains or our obligations to absorb expected residual losses from the project. If we are deemed to be the primary beneficiary of a VIE due to holding a controlling financial interest, the majority of decision making control, or by other means, consolidation of the VIE would be required. The Company has concluded that it is not the primary beneficiary of the borrowing entities which were deemed to be VIEs. Additionally, we analyze each loan arrangement that involves real estate development to consider whether the loan qualifies for accounting as a loan or as an investment in a real estate development project. The Company has evaluated its real estate loans, where appropriate, for accounting treatment as loans versus real estate development projects, as required by ASC 310-10. For each loan, the Company has concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate. The following table summarizes our Notes receivable, net dollars in thousands): Interest rate at Balance Outstanding March 31, March 31, December 31, 2020 2020 2019 Note due April 2020 (a) 12.00 % $ 20,000 $ 20,000 Note due October 2020 (b) 8.00 % — 2,250 Note due October 2022 (c) 4.75 % 115,000 115,000 Note due January 2023 (d) 10.00 % 17,300 16,400 Notes Receivable 152,300 153,650 Allowance for credit losses (757) — Total notes receivable, net $ 151,543 $ 153,650 (a) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, all of which has been funded. The note is secured by a parcel of land and related land improvements. Interest payments up to December 2019 are due when the loan matures and interest payments after December 2019 are due monthly. In April 2020, the terms of the secured note were amended to extend the term to May 30, 2022, to adjust the interest rate to 8.0% and to add some covenants of the Borrower. (b) In March 2020, the Company entered into a purchase agreement to acquire all of the unaffiliated third party’s intellectual property in exchange for cancellation of the secured note and accrued interest. All property acquired was recorded in Other assets on the Consolidated Balance Sheets. (c) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $115.0 million, all of which has been funded. Interest payments are due when the loan matures. The note is secured by a first priority deed of trust on an under construction 259 apartment home operating community in Bellevue, Washington, which is expected to be completed in 2020. When the note was funded, the Company also entered into a purchase option agreement and paid a deposit of $10.0 million, which gives the Company the option to acquire the community at a fixed price of $170.0 million. The purchase option must be exercised within 30 days following the date the temporary certificate of occupancy for the residential portion of the project is issued. The deposit is generally nonrefundable other than due to a failure of closing conditions pursuant to the terms of the agreement. If the Company does not exercise the purchase option, or if the Company exercises and fails to close the purchase other than due to seller’s failure or other breaches in the purchase option agreement, per the terms of the agreement, the note will be modified to extend the maturity date to 10 years following the date the temporary certificate of occupancy is issued. Upon modification, the loan will be interest only for the first three years and after such date payments will be based on a 30-year amortization schedule. (d) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, of which $17.3 million has been funded, including $0.9 million funded during the three months ended March 31, 2020. Interest payments are due monthly. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) January 2023. During 2020, the terms of this secured note were amended to increase the aggregate commitment from $16.4 million to $20.0 million, to extend the maturity date of the note to January 2023 and for the April 2020 through July 2020 interest payments to be deferred and paid when the note matures The Company recognized $2.6 million and $1.1 million of interest income for the notes receivable described above during the three months ended March 31, 2020 and 2019, respectively, none of which was related party interest. Interest income is included in Interest income and other income/(expense), net |
Comprehensive Income/(Loss) | Comprehensive Income/(Loss) Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three months ended March 31, 2020 and 2019, the Company’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges, (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) into earnings, and the allocation of other comprehensive income/(loss) to noncontrolling interests. The (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) is included in Interest expense Derivatives and Hedging Activity, |
Income Taxes | Income Taxes Due to the structure of the Company as a REIT and the nature of the operations for the operating properties, no provision for federal income taxes has been provided for at UDR. Historically, the Company has generally incurred only state and local excise and franchise taxes. UDR has elected for certain consolidated subsidiaries to be treated as taxable REIT subsidiaries (“TRS”). Income taxes for our TRS are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets/(liabilities) are generally the result of differing depreciable lives on capitalized assets, temporary differences between book and tax basis of assets and liabilities and timing of expense recognition for certain accrued liabilities. As of March 31, 2020 and December 31, 2019, UDR’s net deferred tax asset/(liability) was $(1.4) million and $(1.6) million, respectively. GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company recognizes its tax positions and evaluates them using a two-step process. First, UDR determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement. The Company invests in assets that qualify for federal investment tax credits (“ITC”) through our TRS. An ITC reduces federal income taxes payable when qualifying depreciable property is acquired. The ITC is determined as a percentage of cost of the assets. The Company accounts for ITCs under the deferral method, under which the tax benefit from the ITC is deferred and amortized as a tax benefit into Tax (provision)/benefit, net Accounts payable, accrued expenses and other liabilities UDR had no material unrecognized tax benefit, accrued interest or penalties at March 31, 2020. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2016 through 2018 remain open to examination by tax jurisdictions to which we are subject. When applicable, UDR recognizes interest and/or penalties related to uncertain tax positions in Tax (provision)/benefit, net |
Forward Sales Agreements | Forward Sales Agreements The Company utilizes forward sales agreements for the future issuance of its common stock. When the Company enters into a forward sales agreement, the contract requires the Company to sell its shares to a counterparty at a predetermined price at a future date. The net sales price and proceeds attained by the Company will be determined on the dates of settlement, with adjustments during the term of the contract for the Company’s anticipated dividends as well as for a daily interest factor that varies with changes in the federal funds rate. The Company generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances. The Company accounts for the shares of common stock reserved for issuance upon settlement as equity in accordance with ASC 815-40, Contracts in Entity's Own Equity The guidance establishes a two-step process for evaluating whether an equity-linked financial instrument is considered indexed to its own stock, first, evaluating the instrument’s contingent exercise provisions and second, evaluating the instrument’s settlement provisions. When entering into forward sales agreements, we determined that (i) none of the agreement’s exercise contingencies are based on observable markets or indices besides those related to the market for our own stock price; and (ii) none of the settlement provisions preclude the agreements from being indexed to our own stock. Before the issuance of shares of common stock, upon physical or net share settlement of the forward sales agreements, the Company expects that the shares issuable upon settlement of the forward sales agreements will be reflected in its diluted income/(loss) per share calculations using the treasury stock method. Under this method, the number of shares of common stock used in calculating diluted income/(loss) per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the forward sales agreements over the number of shares of common stock that could be purchased by the Company in the open market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). When the Company physically or net share settles any forward sales agreement, the delivery of shares of common stock would result in an increase in the number of weighted average common shares outstanding and dilution to basic income/(loss) per share. (See Note 8, Income/(Loss) per Share |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Summary of notes receivable, net | The following table summarizes our Notes receivable, net dollars in thousands): Interest rate at Balance Outstanding March 31, March 31, December 31, 2020 2020 2019 Note due April 2020 (a) 12.00 % $ 20,000 $ 20,000 Note due October 2020 (b) 8.00 % — 2,250 Note due October 2022 (c) 4.75 % 115,000 115,000 Note due January 2023 (d) 10.00 % 17,300 16,400 Notes Receivable 152,300 153,650 Allowance for credit losses (757) — Total notes receivable, net $ 151,543 $ 153,650 (a) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, all of which has been funded. The note is secured by a parcel of land and related land improvements. Interest payments up to December 2019 are due when the loan matures and interest payments after December 2019 are due monthly. In April 2020, the terms of the secured note were amended to extend the term to May 30, 2022, to adjust the interest rate to 8.0% and to add some covenants of the Borrower. (b) In March 2020, the Company entered into a purchase agreement to acquire all of the unaffiliated third party’s intellectual property in exchange for cancellation of the secured note and accrued interest. All property acquired was recorded in Other assets on the Consolidated Balance Sheets. (c) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $115.0 million, all of which has been funded. Interest payments are due when the loan matures. The note is secured by a first priority deed of trust on an under construction 259 apartment home operating community in Bellevue, Washington, which is expected to be completed in 2020. When the note was funded, the Company also entered into a purchase option agreement and paid a deposit of $10.0 million, which gives the Company the option to acquire the community at a fixed price of $170.0 million. The purchase option must be exercised within 30 days following the date the temporary certificate of occupancy for the residential portion of the project is issued. The deposit is generally nonrefundable other than due to a failure of closing conditions pursuant to the terms of the agreement. If the Company does not exercise the purchase option, or if the Company exercises and fails to close the purchase other than due to seller’s failure or other breaches in the purchase option agreement, per the terms of the agreement, the note will be modified to extend the maturity date to 10 years following the date the temporary certificate of occupancy is issued. Upon modification, the loan will be interest only for the first three years and after such date payments will be based on a 30-year amortization schedule. (d) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, of which $17.3 million has been funded, including $0.9 million funded during the three months ended March 31, 2020. Interest payments are due monthly. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) January 2023. During 2020, the terms of this secured note were amended to increase the aggregate commitment from $16.4 million to $20.0 million, to extend the maturity date of the note to January 2023 and for the April 2020 through July 2020 interest payments to be deferred and paid when the note matures |
REAL ESTATE OWNED (Tables)
REAL ESTATE OWNED (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
REAL ESTATE OWNED | |
Summary of carrying amounts for real estate owned (at cost) | March 31, December 31, 2020 2019 Land $ 2,163,055 $ 2,164,032 Depreciable property — held and used: Land improvements 225,850 224,964 Building, improvements, and furniture, fixtures and equipment 10,178,547 10,102,758 Real estate intangible assets 40,570 40,570 Under development: Land and land improvements 29,226 29,226 Building, improvements, and furniture, fixtures and equipment 66,100 40,551 Real estate held for disposition: Land and land improvements 16,245 — Building, improvements, and furniture, fixtures and equipment 98,405 — Real estate owned 12,817,998 12,602,101 Accumulated depreciation (4,272,471) (4,131,353) Real estate owned, net $ 8,545,527 $ 8,470,748 |
JOINT VENTURES AND PARTNERSHI_2
JOINT VENTURES AND PARTNERSHIPS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
JOINT VENTURES AND PARTNERSHIPS | |
Schedule of unconsolidated joint ventures and partnerships | The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of March 31, 2020 and December 31, 2019 (dollars in thousands) Number of Number of Operating Apartment Income/(loss) from investments Communities Homes Investment at UDR’s Ownership Interest Three Months Ended Location of March 31, March 31, March 31, December 31, March 31, December 31, March 31, Joint Venture Properties 2020 2020 2020 2019 2020 2019 2020 2019 Operating: UDR/MetLife I Los Angeles, CA 1 150 $ 28,570 $ 28,812 50.0 % 50.0 % $ (454) $ (576) UDR/MetLife II Various 7 1,250 150,652 150,893 50.0 % 50.0 % (91) 434 Other UDR/MetLife Joint Ventures Various 5 1,437 94,109 98,441 50.6 % 50.6 % (1,811) (1,777) West Coast Development Joint Ventures Los Angeles, CA 1 293 34,943 34,907 47.0 % 47.0 % (77) (149) Sold Joint Ventures — — — % — % — (1,819) Investment in and advances to unconsolidated joint ventures, net, before preferred equity investments and other investments $ 308,274 $ 313,053 $ (2,433) $ (3,887) Income/(loss) from investments Investment at Three Months Ended Developer Capital Program Years To UDR March 31, December 31, March 31, and Other Investments (a) Location Rate Maturity Commitment (b) 2020 2019 2020 2019 Preferred equity investments: West Coast Development Joint Ventures (c) Hillsboro, OR 6.5 % N/A $ — $ — $ 17,064 $ (46) $ (161) 1532 Harrison San Francisco, CA 11.0 % 2.3 24,645 31,426 30,585 836 748 1200 Broadway (d) Nashville, TN 8.0 % 2.5 55,558 65,254 63,958 1,281 1,169 Junction Santa Monica, CA 12.0 % 2.3 8,800 10,693 10,379 314 275 1300 Fairmount (d) Philadelphia, PA Variable 3.4 51,393 55,840 51,215 1,166 275 Essex Orlando, FL 12.5 % 3.4 12,886 15,270 14,804 466 332 Modera Lake Merritt (d) Oakland, CA 9.0 % 4.0 27,250 28,653 22,653 574 — Thousand Oaks (e) Thousand Oaks, CA 9.0 % 4.9 20,059 5,994 — 24 — Other investments: The Portals Washington, D.C. 11.0 % 1.2 38,559 49,323 48,181 1,335 1,173 Other investment ventures N/A N/A N/A $ 34,500 14,364 13,598 (150) 125 Total Developer Capital Program and Other Investments 276,817 272,437 5,800 3,936 Total Joint Ventures and Developer Capital Program Investments, net (f) $ 585,091 $ 585,490 $ 3,367 $ 49 (a) The Developer Capital Program is the program through which the Company makes investments, including preferred equity investments, mezzanine loans or other structured investments that may receive a fixed yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property and/or holds fixed price purchase options. (b) Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments. (c) In January 2020, the Company increased its ownership interest from 49% to 100% in the 276 apartment home operating community located in Hillsboro, Oregon, for a cash purchase price of approximately $21.6 million. As a result, the Company consolidated the operating community and it is no longer accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned ). In connection with the purchase, the Company repaid the joint venture’s construction loan of approximately $35.6 million. (d) The Company’s preferred equity investment receives a variable percentage of the value created from the project upon a capital or liquidating event. (e) In February 2020, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 142 apartment home community in Thousand Oaks, CA. The Company’s preferred equity investment of up to $20.1 million earns a preferred return of 9.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and, therefore, accounts for it under the equity method of accounting. (f) As of March 31, 2020, the Company’s negative investment in 13 th and Market Properties LLC of $3.3 million is included in Other UDR/MetLife Joint Ventures in the table above and recorded in Accounts payable, accrued expenses, and other liabilities on the Consolidated Balance Sheet. |
Combined summary of balance sheets relating to unconsolidated joint ventures and partnerships | Combined summary balance sheets relating to the unconsolidated joint ventures’ and partnerships’ (not just our proportionate share) are presented below as of March 31, 2020 and December 31, 2019 ( dollars in thousands March 31, December 31, 2020 2019 Total real estate, net $ 1,868,502 $ 1,901,081 Cash and cash equivalents 32,486 29,823 Other assets 180,893 172,941 Total assets $ 2,081,881 $ 2,103,845 Third party debt, net $ 1,136,306 $ 1,148,048 Accounts payable and accrued liabilities 50,262 55,114 Total liabilities 1,186,568 1,203,162 Total equity $ 895,313 $ 900,683 |
Schedule of combined financial information relating to unconsolidated joint ventures and partnerships operations (not just proportionate share) | Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three months ended March 31, 2020 and 2019 ( dollars in thousands : Three Months Ended March 31, 2020 2019 Total revenues $ 41,314 $ 81,532 Property operating expenses 15,297 30,312 Real estate depreciation and amortization 16,243 29,580 Operating income/(loss) 9,774 21,640 Interest expense (10,347) (21,924) Net unrealized gain/(loss) on held investments — 1,522 Other income/(loss) (8) 103 Net income/(loss) $ (581) $ 1,341 (1) |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
LEASES | |
Lessee - Future minimum lease payments and total operating lease liabilities | Future minimum lease payments and total operating lease liabilities from our ground leases as of March 31, 2020 are as follows (dollars in thousands): Ground Leases 2020 $ 9,330 2021 12,442 2022 12,442 2023 12,442 2024 12,442 Thereafter 455,221 Total future minimum lease payments (undiscounted) 514,319 Difference between future undiscounted cash flows and discounted cash flows (316,490) Total operating lease liabilities (discounted) $ 197,829 |
Lessee - components of operating lease expenses | The components of operating lease expenses were as follows (dollars in thousands) Three Months Ended March 31, 2020 2019 Lease expense: Contractual lease expense $ 3,170 $ 2,159 Variable lease expense (a) 43 139 Total operating lease expense (b)(c) $ 3,213 $ 2,298 (a) Variable lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Lease expense is reported within the line item Other operating expenses on the Consolidated Statements of Operations. (c) For the three months ended March 31, 2020, Operating lease right-of-use assets and Operating lease liabilities amortized by $0.8 million and $0.7 million, respectively, and for the three months ended March 31, 2019 Operating lease right-of-use assets and Operating lease liabilities amortized by $0.2 million and $0.1 million, respectively. The Company recorded $0.1 million and $0.1 million of total operating lease expense during the three months ended March 31, 2020 and 2019, respectively, due to the net impact of the amortization. |
Lessor - Future minimum lease payments | Future minimum lease payments from our retail and commercial leases as of March 31, 2020 are as follows (dollars in thousands): Retail and Commercial Leases 2020 $ 16,849 2021 22,487 2022 20,781 2023 19,317 2024 17,594 Thereafter 81,662 Total future minimum lease payments (a) $ 178,690 (a) We have excluded our apartment home leases from this table as our apartment home leases generally have initial terms of 12 months or less. |
SECURED AND UNSECURED DEBT, N_2
SECURED AND UNSECURED DEBT, NET (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Unsecured Debt | |
Schedule of debt instruments | The following is a summary of our secured and unsecured debt at March 31, 2020 and December 31, 2019 ( dollars in thousands Principal Outstanding As of March 31, 2020 Weighted Weighted Average Average Number of March 31, December 31, Interest Years to Communities 2020 2019 Rate Maturity Encumbered Secured Debt: Fixed Rate Debt Mortgage notes payable (a) $ 883,249 $ 884,869 3.61 % 5.9 15 Credit facilities (b) 203,429 204,590 4.90 % 2.8 4 Deferred financing costs and other non-cash adjustments 30,585 33,046 Total fixed rate secured debt, net 1,117,263 1,122,505 3.85 % 5.3 19 Variable Rate Debt Tax-exempt secured notes payable (c) 27,000 27,000 1.91 % 12.0 1 Deferred financing costs (62) (64) Total variable rate secured debt, net 26,938 26,936 1.91 % 12.0 1 Total Secured Debt, net 1,144,201 1,149,441 3.80 % 5.5 20 Unsecured Debt: Variable Rate Debt Borrowings outstanding under unsecured credit facility due January 2023 (d) (m) 50,000 — 1.75 % 2.8 Borrowings outstanding under unsecured commercial paper program due April 2020 (e) (m) (n) 215,000 300,000 1.58 % 0.1 Borrowings outstanding under unsecured working capital credit facility due January 2021 24,797 16,583 1.82 % 0.8 Term Loan due September 2023 (d) (m) 35,000 35,000 2.48 % 3.5 Fixed Rate Debt 1.93% Term Loan due September 2023 (d) (m) 315,000 315,000 1.93 % 3.5 3.75% Medium-Term Notes due July 2024 (net of discounts of $443 and $470, respectively) (g) (m) 299,557 299,530 3.75 % 4.3 8.50% Debentures due September 2024 15,644 15,644 8.50 % 4.5 4.00% Medium-Term Notes due October 2025 (net of discounts of $379 and $396, respectively) (h) (m) 299,621 299,604 4.00 % 5.5 2.95% Medium-Term Notes due September 2026 (m) 300,000 300,000 2.95 % 6.4 3.50% Medium-Term Notes due July 2027 (net of discounts of $511 and $529, respectively) (m) 299,489 299,471 3.50 % 7.3 3.50% Medium-Term Notes due January 2028 (net of discounts of $924 and $954, respectively) (m) 299,076 299,046 3.50 % 7.8 4.40% Medium-Term Notes due January 2029 (net of discounts of $5 and $5, respectively) (i) (m) 299,995 299,995 4.40 % 8.8 3.20% Medium-Term Notes due January 2030 (net of premiums of $13,442 and $2,281, respectively) (j) (m) 613,442 402,281 3.20 % 9.8 3.00% Medium-Term Notes due August 2031 (net of discounts of $1,099 and $1,123, respectively) (k) (m) 398,901 398,877 3.00 % 11.4 3.10% Medium-Term Notes due November 2034 (net of discounts of $1,287 and $1,309, respectively) (l) (m) 298,713 298,691 3.10 % 14.6 Other 12 13 Deferred financing costs (23,310) (21,652) Total Unsecured Debt, net 3,740,937 3,558,083 3.29 % 7.5 Total Debt, net $ 4,885,138 $ 4,707,524 3.28 % 7.1 |
Schedule of aggregate maturities, including amortizing principal payments of secured and unsecured debt | The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to March 31, 2020 are as follows (dollars in thousands): Total Fixed Total Variable Total Total Total Year Secured Debt Secured Debt Secured Debt Unsecured Debt Debt 2020 $ 112,592 $ — $ 112,592 $ 215,000 (a) $ 327,592 2021 8,763 — 8,763 24,797 33,560 2022 9,159 — 9,159 — 9,159 2023 295,965 — 295,965 400,000 695,965 2024 95,280 — 95,280 315,644 410,924 2025 173,189 — 173,189 300,000 473,189 2026 51,070 — 51,070 300,000 351,070 2027 1,111 — 1,111 300,000 301,111 2028 122,465 — 122,465 300,000 422,465 2029 144,584 — 144,584 300,000 444,584 Thereafter 72,500 27,000 99,500 1,300,000 1,399,500 Subtotal 1,086,678 27,000 1,113,678 3,755,441 4,869,119 Non-cash (b) 30,585 (62) 30,523 (14,504) 16,019 Total $ 1,117,263 $ 26,938 $ 1,144,201 $ 3,740,937 $ 4,885,138 (a) All unsecured debt due in the remainder of 2020 is related to the Company’s commercial paper program. (b) Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs . The Company amortized $1.0 million and $1.0 million, respectively, during the three months ended March 31, 2020 and 2019, of deferred financing costs into Interest expense. |
Commercial Paper | |
Unsecured Debt | |
Schedule of short-term debt | The following is a summary of short-term bank borrowings under the unsecured commercial paper program at March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Total unsecured commercial paper program $ 500,000 $ 500,000 Borrowings outstanding at end of period 215,000 300,000 Weighted average daily borrowings during the period ended 346,978 173,353 Maximum daily borrowings during the period ended 500,000 435,000 Weighted average interest rate during the period ended 1.8 % 2.5 % Interest rate at end of the period 1.6 % 2.0 % |
Revolving Credit Facility | |
Unsecured Debt | |
Schedule of short-term debt | The following is a summary of short-term bank borrowings under the Revolving Credit Facility at March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Total revolving credit facility $ 1,100,000 $ 1,100,000 Borrowings outstanding at end of period (1) 50,000 — Weighted average daily borrowings during the period ended 11,538 55 Maximum daily borrowings during the period ended 50,000 20,000 Weighted average interest rate during the period ended 1.8 % 2.6 % Interest rate at end of the period 1.8 % — % (1) Excludes $2.5 million and $2.9 million of letters of credit at March 31, 2020 and December 31, 2019, respectively . |
Unsecured Working Capital Credit Facility | |
Unsecured Debt | |
Schedule of short-term debt | The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Total working capital credit facility $ 75,000 $ 75,000 Borrowings outstanding at end of period 24,797 16,583 Weighted average daily borrowings during the period ended 25,212 23,487 Maximum daily borrowings during the period ended 46,419 66,170 Weighted average interest rate during the period ended 2.2 % 3.1 % Interest rate at end of the period 1.8 % 2.6 % |
INCOME_(LOSS) PER SHARE (Tables
INCOME/(LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
INCOME/(LOSS) PER SHARE | |
Computation of basic and diluted income/(loss) per share | The following table sets forth the computation of basic and diluted income/(loss) per share for the periods presented (dollars and shares in thousands, except per share data): Three Months Ended March 31, 2020 2019 Numerator for income/(loss) per share: Net income/(loss) $ 5,540 $ 26,602 Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (313) (2,057) Net (income)/loss attributable to noncontrolling interests (6) (42) Net income/(loss) attributable to UDR, Inc. 5,221 24,503 Distributions to preferred stockholders — Series E (Convertible) (1,066) (1,011) Income/(loss) attributable to common stockholders - basic and diluted $ 4,155 $ 23,492 Denominator for income/(loss) per share: Weighted average common shares outstanding 294,731 277,297 Non-vested restricted stock awards (274) (295) Denominator for basic income/(loss) per share 294,457 277,002 Incremental shares issuable from assumed conversion of unvested LTIP Units and unvested restricted stock 703 555 Denominator for diluted income/(loss) per share 295,160 277,557 Income/(loss) per weighted average common share: Basic $ 0.01 $ 0.08 Diluted $ 0.01 $ 0.08 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table sets forth the additional shares of common stock issuable, by equity instrument, if such equity instrument were converted to or redeemed for common stock for each of the three months ended March 31, 2020 and 2019 (in thousands) Three Months Ended March 31, 2020 2019 OP/DownREIT Units 22,228 24,280 Convertible preferred stock 3,011 3,011 Unvested LTIP Units and unvested restricted stock 703 555 |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
NONCONTROLLING INTERESTS | |
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | The following table sets forth redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership for the following period ( dollars in thousands Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, December 31, 2019 $ 1,018,665 Mark-to-market adjustment to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (205,713) Conversion of OP Units/DownREIT Units to Common Stock (7,830) Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership 313 Distributions to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (9,182) Vesting of Long-Term Incentive Plan Units 23,018 Allocation of other comprehensive income/(loss) (138) Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, March 31, 2020 $ 819,133 |
FAIR VALUE OF DERIVATIVES AND_2
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS | |
Schedule of estimated fair values | The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2020 and December 31, 2019, are summarized as follows (dollars in thousands) Fair Value at March 31, 2020, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2020 (a) 2020 (Level 1) (Level 2) (Level 3) Description: Notes receivable (b) $ 151,543 $ 160,515 $ — $ — $ 160,515 Total assets $ 151,543 $ 160,515 $ — $ — $ 160,515 Derivatives - Interest rate contracts (c) $ 3,075 $ 3,075 $ — $ 3,075 $ — Secured debt instruments - fixed rate: (d) Mortgage notes payable 903,243 908,088 — — 908,088 Credit facilities 216,181 213,026 — — 213,026 Secured debt instruments - variable rate: (d) Tax-exempt secured notes payable 27,000 27,000 — — 27,000 Unsecured debt instruments: (d) Revolving credit facility 50,000 50,000 — — 50,000 Working capital credit facility 24,797 24,797 — — 24,797 Commercial paper program 215,000 215,000 — — 215,000 Unsecured notes 3,474,450 3,466,082 — — 3,466,082 Total liabilities $ 4,913,746 $ 4,907,068 $ — $ 3,075 $ 4,903,993 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (e) $ 819,133 $ 819,133 $ — $ 819,133 $ — Fair Value at December 31, 2019, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2019 (a) 2019 (Level 1) (Level 2) (Level 3) Description: Notes receivable (b) $ 153,650 $ 160,197 $ — $ — $ 160,197 Derivatives - Interest rate contracts (c) 6 6 — 6 — Total assets $ 153,656 $ 160,203 $ — $ 6 $ 160,197 Derivatives - Interest rate contracts (c) $ 142 $ 142 $ — $ 142 $ — Secured debt instruments - fixed rate: (d) Mortgage notes payable 906,228 898,329 — — 898,329 Credit facilities 218,490 213,661 — — 213,661 Secured debt instruments - variable rate: (d) Tax-exempt secured notes payable 27,000 27,000 — — 27,000 Unsecured debt instruments: (d) Working capital credit facility 16,583 16,583 — — 16,583 Commercial paper program 300,000 300,000 — — 300,000 Unsecured notes 3,263,152 3,397,622 — — 3,397,622 Total liabilities $ 4,731,595 $ 4,853,337 $ — $ 142 $ 4,853,195 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (e) $ 1,018,665 $ 1,018,665 $ — $ 1,018,665 $ — (a) Balances include fair market value adjustments and exclude deferred financing costs. (b) See Note 2, Significant Accounting Policies . (c) See Note 11, Derivatives and Hedging Activity . (d) See Note 7, Secured and Unsecured Debt, Net . (e) See Note 9, Noncontrolling Interests. |
DERIVATIVES AND HEDGING ACTIV_2
DERIVATIVES AND HEDGING ACTIVITY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
DERIVATIVES AND HEDGING ACTIVITY | |
Schedule of outstanding interest rate derivatives | As of March 31, 2020, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk ( dollars in thousands Number of Product Instruments Notional Interest rate swaps 1 $ 315,000 Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and resulted in no gain or loss for both the three months ended March 31, 2020 and 2019. As of March 31, 2020, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands Number of Product Instruments Notional Interest rate caps 1 $ 19,880 |
Fair value of Company's derivative financial instruments and their classification on Consolidated Balance Sheets | The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 ( dollars in thousands Asset Derivatives Liability Derivatives (included in Other assets ) (included in Other liabilities ) Fair Value at: Fair Value at: March 31, December 31, March 31, December 31, 2020 2019 2020 2019 Derivatives designated as hedging instruments: Interest rate products $ — $ 6 $ 3,075 $ 142 |
Effect of Company's derivative financial instruments on Consolidated Statements of Operations | The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 ( dollars in thousands Gain/(Loss) Recognized in Gain/(Loss) Reclassified Interest expense Unrealized holding gain/(loss) from Accumulated OCI into (Amount Excluded from Recognized in OCI Interest expense Effectiveness Testing) Derivatives in Cash Flow Hedging Relationships 2020 2019 2020 2019 2020 2019 Three Months Ended March 31, Interest rate products $ (2,917) $ (2,210) $ (357) $ 945 $ — $ — |
Effect of Company's derivatives not designated as hedging instruments on the Consolidated Statements of Operations | Three Months Ended March 31, 2020 2019 Total amount of Interest expense $ 39,317 $ 33,542 |
Offsetting of Derivative Assets | The Company has elected not to offset derivative positions on the consolidated financial statements. The tables below present the effect on its financial position had the Company made the election to offset its derivative positions as of March 31, 2020 and December 31, 2019 (dollars in thousands): Gross Net Amounts of Gross Amounts Not Offset Amounts Assets in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Assets Assets Sheets (a) Instruments Received Net Amount March 31, 2020 $ — $ — $ — $ — $ — $ — December 31, 2019 $ 6 $ — $ 6 $ (3) $ — $ 3 (a) Amounts reconcile to the aggregate fair value of derivative assets in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote. |
Offsetting of Derivative Liabilities | Gross Net Amounts of Gross Amounts Not Offset Amounts Liabilities in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Liabilities Liabilities Sheets (a) Instruments Posted Net Amount March 31, 2020 $ 3,075 $ — $ 3,075 $ — $ — $ 3,075 December 31, 2019 $ 142 $ — $ 142 $ (3) $ — $ 139 (a) Amounts reconcile to the aggregate fair value of derivative liabilities in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
Summary of real estate commitments | The following summarizes the Company’s real estate commitments at March 31, 2020 ( dollars in thousands Number UDR's UDR's Remaining Properties Investment (a) Commitment Wholly-owned — under development 3 $ 95,326 $ 183,174 Wholly-owned — redevelopment 2 17,660 7,840 Joint ventures: Preferred equity investments 2 34,647 (b) 14,348 (c) Other investments - 14,364 23,700 (d) Total $ 161,997 $ 229,062 (a) Represents UDR’s investment as of March 31, 2020. (b) Represents UDR’s investment in Modera Lake Merritt and Thousand Oaks, which were under development as of March 31, 2020. (c) Represents UDR’s remaining commitment for Modera Lake Merritt and Thousand Oaks. (d) Represents UDR’s remaining commitment for other investment ventures. |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
REPORTABLE SEGMENTS | |
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to Net income/(loss) | The following table details rental income and NOI for UDR’s reportable segments for the three months ended March 31, 2020 and 2019, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. (dollars in thousands) March 31, (a) 2020 2019 Reportable apartment home segment lease revenue Same-Store Communities (a) West Region $ 102,616 $ 98,633 Mid-Atlantic Region 56,085 54,300 Northeast Region 30,942 30,193 Southeast Region 30,677 29,531 Southwest Region 16,626 16,077 Non-Mature Communities/Other 74,676 30,169 Total segment and consolidated lease revenue $ 311,622 $ 258,903 Reportable apartment home segment other revenue Same-Store Communities (a) West Region $ 2,774 $ 3,076 Mid-Atlantic Region 1,573 2,002 Northeast Region 501 629 Southeast Region 1,429 1,790 Southwest Region 590 763 Non-Mature Communities/Other 1,604 759 Total segment and consolidated other revenue $ 8,471 $ 9,019 Total reportable apartment home segment rental income Same-Store Communities (a) West Region $ 105,390 $ 101,709 Mid-Atlantic Region 57,658 56,302 Northeast Region 31,443 30,822 Southeast Region 32,106 31,321 Southwest Region 17,216 16,840 Non-Mature Communities/Other 76,280 30,928 Total segment and consolidated rental income $ 320,093 $ 267,922 Reportable apartment home segment NOI Same-Store Communities (a) West Region $ 79,823 $ 76,984 Mid-Atlantic Region 40,377 39,179 Northeast Region 20,614 20,977 Southeast Region 22,617 22,010 Southwest Region 11,056 10,328 Non-Mature Communities/Other 50,978 20,205 Total segment and consolidated NOI 225,465 189,683 Reconciling items: Joint venture management and other fees 1,388 2,751 Property management (9,203) (7,703) Other operating expenses (4,966) (5,646) Real estate depreciation and amortization (155,476) (112,468) General and administrative (14,978) (12,467) Casualty-related (charges)/recoveries, net (1,251) — Other depreciation and amortization (2,025) (1,656) Income/(loss) from unconsolidated entities 3,367 49 Interest expense (39,317) (33,542) Interest income and other income/(expense), net 2,700 9,813 Tax (provision)/benefit, net (164) (2,212) Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (313) (2,057) Net (income)/loss attributable to noncontrolling interests (6) (42) Net income/(loss) attributable to UDR, Inc. $ 5,221 $ 24,503 (a) Same-Store Community population consisted of 37,910 apartment homes. |
Details of assets of UDR's reportable segments | The following table details the assets of UDR’s reportable segments as of March 31, 2020 and December 31, 2019 (dollars in thousands) March 31, December 31, 2020 2019 Reportable apartment home segment assets: Same-Store Communities (a): West Region $ 3,704,480 $ 3,696,544 Mid-Atlantic Region 2,356,688 2,350,341 Northeast Region 1,501,767 1,500,597 Southeast Region 810,984 806,830 Southwest Region 603,082 600,350 Non-Mature Communities/Other 3,840,997 3,647,439 Total segment assets 12,817,998 12,602,101 Accumulated depreciation (4,272,471) (4,131,353) Total segment assets — net book value 8,545,527 8,470,748 Reconciling items: Cash and cash equivalents 980 8,106 Restricted cash 21,949 25,185 Notes receivable, net 151,543 153,650 Investment in and advances to unconsolidated joint ventures, net 588,395 588,262 Operating lease right-of-use assets 203,410 204,225 Other assets 179,301 186,296 Total consolidated assets $ 9,691,105 $ 9,636,472 (a) Same-Store Community population consisted of 37,910 apartment homes. |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | Mar. 31, 2020itemcommunityshares | Dec. 31, 2019shares |
Consolidation And Basis Of Presentation | ||
Number of Real Estate Properties | community | 150 | |
Number Of Apartment Homes Owned And Consolidated By Company | item | 47,579 | |
Operating Partnership units outstanding related to limited partner | 184,836,000 | 184,064,000 |
Operating Partnership outstanding units | 184.8 | |
United Dominion Realty L.P. | ||
Consolidation And Basis Of Presentation | ||
Operating Partnership units outstanding related to limited partner | 176.2 | |
General Partnership units outstanding | 100,000 | |
General Partners' ownership (as a percent) | 95.30% | |
UDR Lighthouse DownREIT L.P. | ||
Consolidation And Basis Of Presentation | ||
Operating Partnership outstanding units | 13.5 | |
Percentage of units outstanding in Partnership | 41.60% | |
UDR Lighthouse DownREIT L.P. | ||
Consolidation And Basis Of Presentation | ||
Operating Partnership outstanding units | 32.4 | |
Non-affiliated Partners | ||
Consolidation And Basis Of Presentation | ||
Operating Partnership units outstanding related to limited partner | 8.6 | |
Operating Partnership outstanding units | 13.8 | |
Percentage of units outstanding in Partnership | 4.70% | |
Non-affiliated Partners | United Dominion Realty L.P. | ||
Consolidation And Basis Of Presentation | ||
Operating Partnership units outstanding related to limited partner | 8.6 | |
Operating Partnership outstanding units | 7.9 | |
Percentage of units outstanding in Partnership | 4.70% | 4.30% |
Non-affiliated Partners | UDR Lighthouse DownREIT L.P. | ||
Consolidation And Basis Of Presentation | ||
Percentage of units outstanding in Partnership | 42.60% | |
UDR, Inc. | ||
Consolidation And Basis Of Presentation | ||
Operating Partnership units outstanding related to limited partner | 176,100,000 | 176,100,000 |
General Partners' ownership (as a percent) | 57.40% | |
Operating Partnership outstanding units | 18.6 | |
Percentage of units outstanding in Partnership | 95.30% | 95.70% |
UDR, Inc. | United Dominion Realty L.P. | ||
Consolidation And Basis Of Presentation | ||
General Partnership units outstanding | 176.2 | |
General Partners' ownership (as a percent) | 95.30% | |
Operating Partnership outstanding units | 176,200,000 | |
Percentage of units outstanding in Partnership | 95.70% | |
United Dominion Realty L.P. | ||
Consolidation And Basis Of Presentation | ||
Number of Real Estate Properties | community | 52 | |
Number of Markets Operating Within | item | 15 | |
Number Of Apartment Homes Owned And Consolidated By Company | item | 16,434 | |
Operating Partnership units outstanding related to limited partner | 184,724,677 | 183,952,659 |
General Partnership units outstanding | 110,883 | 110,883 |
Operating Partnership outstanding units | 184,800,000 | 184,100,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Nov. 30, 2019USD ($)home | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Apr. 30, 2020 | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) | |
Accounting policies | ||||||
Recognition of operating lease right-of-use assets | $ 203,410 | $ 204,225 | ||||
Recognition of operating lease liabilities | 197,829 | 198,558 | ||||
Allocation of other comprehensive income/(loss) | (138) | |||||
Significant Accounting Policies | ||||||
Development costs excluding direct costs and capitalized interest | 6,900 | $ 3,300 | ||||
Interest capitalized during period | 1,400 | 1,100 | ||||
Notes receivable | 152,300 | 153,650 | ||||
Allowance for credit losses | (757) | |||||
Notes receivable, net | 151,543 | 153,650 | ||||
Interest Income, Related Party | 0 | 0 | ||||
Note receivable interest income | 2,600 | 1,100 | ||||
Current Income Tax Expense (Benefit) | 0 | |||||
Deferred tax liabilities, net | (1,400) | |||||
Unrecognized tax benefit, accrued interest or penalties due to examination | 0 | |||||
Bellevue, WA 259 Home Community | ||||||
Significant Accounting Policies | ||||||
Number of apartment homes | home | 259 | |||||
Note due April 2020 | ||||||
Significant Accounting Policies | ||||||
Notes receivable | $ 20,000 | 20,000 | ||||
Note receivable interest rate | 12.00% | 8.00% | ||||
Note due October 2020 | ||||||
Significant Accounting Policies | ||||||
Notes receivable | 2,250 | |||||
Note receivable interest rate | 8.00% | |||||
Note due October 2022 | ||||||
Significant Accounting Policies | ||||||
Notes receivable | $ 115,000 | 115,000 | ||||
Note receivable interest rate | 4.75% | |||||
Note due October 2022 | Bellevue, WA 259 Home Community | ||||||
Significant Accounting Policies | ||||||
Aggregate commitment on note receivable | $ 115,000 | |||||
Deposit made under purchase option agreement | 10,000 | |||||
Payment to acquire real estate | $ 170,000 | |||||
Purchase option exercisable term | 30 days | |||||
Maturity date extension term | 10 years | |||||
Loan interest term | 3 years | |||||
Amortization schedule term | 30 years | |||||
Note due January 2023 | ||||||
Significant Accounting Policies | ||||||
Notes receivable | $ 17,300 | 16,400 | ||||
Notes receivable, net | $ 17,300 | |||||
Note receivable interest rate | 10.00% | |||||
Aggregate commitment on note receivable | $ 20,000 | |||||
Additional amount loaned | 900 | |||||
Note maturity public capital threshold | 5,000 | |||||
Maximum | ||||||
Significant Accounting Policies | ||||||
Deferred tax liabilities, net | $ (1,600) | |||||
ASU 2016-13 | ||||||
Accounting policies | ||||||
Retained earnings | $ 2,200 | |||||
Noncontrolling Interests | ||||||
Accounting policies | ||||||
Allocation of other comprehensive income/(loss) | $ (100) | $ (300) |
REAL ESTATE OWNED - Summarizes
REAL ESTATE OWNED - Summarizes the carrying amounts for our real estate owned (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate owned | ||
Land | $ 2,163,055 | $ 2,164,032 |
Depreciable property - held and used: | ||
Land improvements | 225,850 | 224,964 |
Building, improvements, and furniture, fixtures and equipment | 10,178,547 | 10,102,758 |
Real estate intangible assets | 40,570 | 40,570 |
Under development: | ||
Real estate under development | 95,245 | 69,754 |
Real estate owned | 12,817,998 | 12,602,101 |
Accumulated depreciation | (4,272,471) | (4,131,353) |
Total real estate owned, net of accumulated depreciation | 8,545,527 | 8,470,748 |
Land and land improvements | ||
Under development: | ||
Real estate under development | 29,226 | 29,226 |
Real estate held for disposition | 16,245 | |
Building, improvements and furniture, fixtures and equipment | ||
Under development: | ||
Real estate under development | 66,100 | $ 40,551 |
Real estate held for disposition | $ 98,405 |
REAL ESTATE OWNED - Additional
REAL ESTATE OWNED - Additional Information (Details) $ in Thousands | May 07, 2020USD ($)home | Jan. 31, 2020USD ($)home | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)communityitemstate | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Real Estate Owned Disclosure | ||||||
Number of real estate properties | community | 150 | |||||
Number of states in which there are owned and consolidated communities | state | 13 | |||||
Number of apartment homes owned and consolidated | item | 47,579 | |||||
In-place intangibles | $ 40,570 | $ 40,570 | ||||
Development of real estate assets | 23,087 | $ 6,237 | ||||
Real estate held for investment | 12,608,022 | $ 12,532,324 | ||||
Long-term Debt | $ 4,869,119 | |||||
294 Home Operating Community in Tampa | ||||||
Real Estate Owned Disclosure | ||||||
Real estate acquired | $ 85,200 | |||||
Number of apartment homes acquired | home | 294 | |||||
Real estate acquired | $ 83,100 | |||||
In-place intangibles | $ 2,100 | |||||
Operating Community in Seattle | Forecast | ||||||
Real Estate Owned Disclosure | ||||||
Proceeds from sale of real estate | $ 49,700 | |||||
196 Home Operating Community in Seattle | ||||||
Real Estate Owned Disclosure | ||||||
Apartment homes sold | home | 196 | |||||
Proceeds from sale of real estate | $ 92,900 | |||||
Gain on sale of real estate owned | $ 31,700 | |||||
Preferred Equity Investment Hillsboro Oregon | ||||||
Real Estate Owned Disclosure | ||||||
Number of apartment homes | home | 276 | |||||
Number of apartment homes acquired | home | 276 | |||||
Ownership (as a percent) | 100.00% | 49.00% | ||||
Payment to acquire real estate | $ 21,600 | |||||
Repayments of joint venture construction financing | 35,600 | |||||
Real estate acquired | 67,800 | |||||
In-place intangibles | 1,700 | |||||
Gain on consolidation | $ 0 |
JOINT VENTURES AND PARTNERSHI_3
JOINT VENTURES AND PARTNERSHIPS - Summary (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2020USD ($)communitypropertyhome | Mar. 31, 2019USD ($) | Feb. 29, 2020USD ($)home | Jan. 31, 2020home | Dec. 31, 2019USD ($) | |
Unconsolidated entities | |||||
Investment in unconsolidated entities | $ 585,091 | $ 585,490 | |||
Number of real estate properties | community | 150 | ||||
Financial information relating to unconsolidated joint ventures operations | |||||
Operating income/(loss) | $ 3,367 | $ 49 | |||
Unconsolidated Joint Ventures | |||||
Combined summary of balance sheets relating to unconsolidated joint ventures | |||||
Total real estate, net | 1,868,502 | 1,901,081 | |||
Cash and cash equivalents | 32,486 | 29,823 | |||
Other assets | 180,893 | 172,941 | |||
Total assets | 2,081,881 | 2,103,845 | |||
Third party debt, net | 1,136,306 | 1,148,048 | |||
Accounts payable and accrued liabilities | 50,262 | 55,114 | |||
Total liabilities | 1,186,568 | 1,203,162 | |||
Total equity | 895,313 | $ 900,683 | |||
Financial information relating to unconsolidated joint ventures operations | |||||
Total revenues | 41,314 | 81,532 | |||
Property operating expenses | 15,297 | 30,312 | |||
Real estate depreciation and amortization | 16,243 | 29,580 | |||
Operating income/(loss) | 9,774 | 21,640 | |||
Interest expense | (10,347) | (21,924) | |||
Net unrealized gain/(loss) on held investments | 1,522 | ||||
Other income/(loss) | (8) | 103 | |||
Net income /(loss) | (581) | 1,341 | |||
Preferred Equity Investment Hillsboro Oregon | |||||
Unconsolidated entities | |||||
Number of apartment homes | home | 276 | ||||
UDR's Ownership Interest | 100.00% | 49.00% | |||
Preferred Equity Investment Thousand Oaks | |||||
Unconsolidated entities | |||||
Number of apartment homes | home | 142 | ||||
UDR commitment | $ 20,100 | ||||
Rate | 9.00% | ||||
Operating Community | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | 308,274 | $ 313,053 | |||
Income from investments | $ (2,433) | (3,887) | |||
Operating Community | Unconsolidated Joint Venture UDR Met Life I Partnership | |||||
Unconsolidated entities | |||||
Number of apartment homes | home | 150 | ||||
Investment in unconsolidated entities | $ 28,570 | $ 28,812 | |||
UDR's Ownership Interest | 50.00% | 50.00% | |||
Number of real estate properties | property | 1 | ||||
Income from investments | $ (454) | (576) | |||
Operating Community | Unconsolidated Joint Venture UDR MetLife II Partnership | |||||
Unconsolidated entities | |||||
Number of apartment homes | home | 1,250 | ||||
Investment in unconsolidated entities | $ 150,652 | $ 150,893 | |||
UDR's Ownership Interest | 50.00% | 50.00% | |||
Number of real estate properties | property | 7 | ||||
Income from investments | $ (91) | 434 | |||
Operating Community | Unconsolidated Joint Venture Other MetLife | |||||
Unconsolidated entities | |||||
Number of apartment homes | home | 1,437 | ||||
Investment in unconsolidated entities | $ 94,109 | $ 98,441 | |||
UDR's Ownership Interest | 50.60% | 50.60% | |||
Number of real estate properties | property | 5 | ||||
Income from investments | $ (1,811) | (1,777) | |||
Operating Community | Unconsolidated Joint Venture West Coast Development JV | |||||
Unconsolidated entities | |||||
Number of apartment homes | home | 293 | ||||
Investment in unconsolidated entities | $ 34,943 | $ 34,907 | |||
UDR's Ownership Interest | 47.00% | 47.00% | |||
Number of real estate properties | property | 1 | ||||
Income from investments | $ (77) | (149) | |||
Operating Community | Sold Joint Ventures | |||||
Unconsolidated entities | |||||
Income from investments | (1,819) | ||||
Development Community | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | 276,817 | $ 272,437 | |||
Income from investments | $ 5,800 | 3,936 | |||
Development Community | Preferred Equity Investment Hillsboro Oregon | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | 17,064 | ||||
Rate | 6.50% | ||||
Income from investments | $ (46) | (161) | |||
Development Community | Preferred Equity Investment 1532 Harrison San Francisco, CA | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | 31,426 | 30,585 | |||
UDR commitment | $ 24,645 | ||||
Rate | 11.00% | ||||
Years to Maturity | 2 years 3 months 18 days | ||||
Income from investments | $ 836 | 748 | |||
Participating Loan Years to Maturity | 2 years 3 months 18 days | ||||
Development Community | Preferred Equity Investment 1200 Broadway Nashville TN | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | $ 65,254 | 63,958 | |||
UDR commitment | $ 55,558 | ||||
Rate | 8.00% | ||||
Years to Maturity | 2 years 6 months | ||||
Income from investments | $ 1,281 | 1,169 | |||
Participating Loan Years to Maturity | 2 years 6 months | ||||
Development Community | Preferred Equity Investment 1641 Lincoln Santa Monica CA | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | $ 10,693 | 10,379 | |||
UDR commitment | $ 8,800 | ||||
Rate | 12.00% | ||||
Years to Maturity | 2 years 3 months 18 days | ||||
Income from investments | $ 314 | 275 | |||
Participating Loan Years to Maturity | 2 years 3 months 18 days | ||||
Development Community | Preferred Equity Investment 1300 Fairmount Philadelphia, PA | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | $ 55,840 | 51,215 | |||
UDR commitment | $ 51,393 | ||||
Years to Maturity | 3 years 4 months 24 days | ||||
Income from investments | $ 1,166 | 275 | |||
Participating Loan Years to Maturity | 3 years 4 months 24 days | ||||
Development Community | Preferred Equity Investment Essex Orlando, FL | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | $ 15,270 | 14,804 | |||
UDR commitment | $ 12,886 | ||||
Rate | 12.50% | ||||
Years to Maturity | 3 years 4 months 24 days | ||||
Income from investments | $ 466 | 332 | |||
Participating Loan Years to Maturity | 3 years 4 months 24 days | ||||
Development Community | Preferred Equity Investment Modera Lake Merritt, Oakland | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | $ 28,653 | 22,653 | |||
UDR commitment | $ 27,250 | ||||
Rate | 9.00% | ||||
Years to Maturity | 4 years | ||||
Income from investments | $ 574 | ||||
Participating Loan Years to Maturity | 4 years | ||||
Development Community | Preferred Equity Investment Thousand Oaks, CA | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | $ 5,994 | ||||
UDR commitment | $ 20,059 | ||||
Rate | 9.00% | ||||
Years to Maturity | 4 years 10 months 24 days | ||||
Income from investments | $ 24 | ||||
Participating Loan Years to Maturity | 4 years 10 months 24 days | ||||
Development Community | Other Investment The Portals Washington, DC | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | $ 49,323 | 48,181 | |||
UDR commitment | $ 38,559 | ||||
Rate | 11.00% | ||||
Years to Maturity | 1 year 2 months 12 days | ||||
Income from investments | $ 1,335 | 1,173 | |||
Participating Loan Years to Maturity | 1 year 2 months 12 days | ||||
Development Community | Other Investment Ventures | |||||
Unconsolidated entities | |||||
Investment in unconsolidated entities | $ 14,364 | $ 13,598 | |||
UDR commitment | 34,500 | ||||
Income from investments | $ (150) | $ 125 |
JOINT VENTURES AND PARTNERSHI_4
JOINT VENTURES AND PARTNERSHIPS - Commitments (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2020USD ($) | Jan. 31, 2020USD ($)home | Jan. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Joint Ventures | ||||||
Real estate owned | $ 12,817,998 | $ 12,602,101 | ||||
Second installment of payable incurred in partial consideration for acquisition of ownership interest in joint venture | 33,560 | |||||
Investment in unconsolidated entities | $ 585,091 | 585,490 | ||||
Condition for Community considered to have stabilized occupancy | 90% | |||||
Time to maintain percent occupancy to be considered a community | 3 months | |||||
repayment of construction loan | $ 215,000 | |||||
Investment in unconsolidated joint ventures | $ 16,139 | $ 21,389 | ||||
Long-term Debt | 4,885,138 | 4,707,524 | ||||
Deferred fees from the sale of properties | 9,000 | $ 9,000 | ||||
Joint venture management and other fees | 2,800 | |||||
Joint venture management and other fees | $ 1,388 | $ 2,751 | ||||
Type of revenue | udr:ManagementAndOtherFeesMember | udr:ManagementAndOtherFeesMember | ||||
Preferred Equity Investment Hillsboro Oregon | ||||||
Joint Ventures | ||||||
UDR's Ownership Interest | 100.00% | 49.00% | ||||
repayment of construction loan | $ 35,600 | |||||
Number of apartment homes acquired | home | 276 | |||||
Payment to acquire real estate | $ 21,600 | |||||
Gain on consolidation | $ 0 | |||||
Number of apartment homes | home | 276 | |||||
13th and Market Properties LLC | ||||||
Joint Ventures | ||||||
Investment in unconsolidated entities | $ 3,300 |
LEASES - Lessee Future Minimum
LEASES - Lessee Future Minimum Payments (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)community | Dec. 31, 2019USD ($) | |
Lessee operating leases | ||
Number of communities subject to ground leases | community | 6 | |
Operating leases existence of option to extend | true | |
Operating lease right-of-use assets | $ 203,410 | $ 204,225 |
Weighted average remaining lease term | 44 years 6 months | |
Weighted average discount rate | 5.00% | |
Future minimum lease payments | ||
Operating lease liabilities | $ 197,829 | $ 198,558 |
Ground Leases | ||
Future minimum lease payments | ||
2020 | 9,330 | |
2021 | 12,442 | |
2022 | 12,442 | |
2023 | 12,442 | |
2024 | 12,442 | |
Thereafter | 455,221 | |
Total future minimum lease payments (undiscounted) | 514,319 | |
Difference between future undiscounted cash flows and discounted cash flows | (316,490) | |
Operating lease liabilities | $ 197,829 |
LEASES - Lessee Expenses (Detai
LEASES - Lessee Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee operating leases | ||
Contractual ground lease expense | $ 100 | $ 100 |
Variable lease expense | 100 | 200 |
Operating lease right-of-use asset amortization | 800 | 200 |
Operating lease liabilities amortization | 700 | 100 |
Ground Leases | ||
Lessee operating leases | ||
Contractual ground lease expense | 3,170 | 2,159 |
Variable lease expense | 43 | 139 |
Ground Leases | Other operating expense | ||
Lessee operating leases | ||
Total lease expense | $ 3,213 | $ 2,298 |
LEASES - Lessor (Details)
LEASES - Lessor (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Future minimum lease payments | ||
Variable lease expense | $ 100 | $ 200 |
Ground Leases | ||
Future minimum lease payments | ||
Variable lease expense | $ 43 | $ 139 |
Apartment Homes | ||
Lessor leases | ||
Percentage of lease revenue | 98.40% | |
Option to extend | true | |
Apartment Homes | Maximum | ||
Lessor leases | ||
Lease terms | 12 months | |
Retail and Commercial Spaces | ||
Lessor leases | ||
Percentage of lease revenue | 1.60% | |
Option to extend | true | |
Future minimum lease payments | ||
2020 | $ 16,849 | |
2021 | 22,487 | |
2022 | 20,781 | |
2023 | 19,317 | |
2024 | 17,594 | |
Thereafter | 81,662 | |
Total future minimum payments | $ 178,690 | |
Retail and Commercial Spaces | Minimum | ||
Lessor leases | ||
Lease terms | 5 years | |
Retail and Commercial Spaces | Maximum | ||
Lessor leases | ||
Lease terms | 15 years |
SECURED AND UNSECURED DEBT, N_3
SECURED AND UNSECURED DEBT, NET - Summary (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)community | Feb. 29, 2020USD ($) | Dec. 31, 2019USD ($) | |
Secured debt instruments | |||
Unamortized net premium | $ 32,700 | $ 35,300 | |
Interest rate at end of the period | 3.28% | ||
Long-term Debt | $ 4,885,138 | 4,707,524 | |
Unsecured Debt | 3,740,937 | 3,558,083 | |
Borrowings outstanding | $ 2,500 | 2,900 | |
Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 7 years 1 month 6 days | ||
Commercial Paper | |||
Secured debt instruments | |||
Borrowings outstanding at end of period | $ 215,000 | 300,000 | |
Mortgages Note Payable | Fixed Rate Debt | |||
Secured debt instruments | |||
Principal outstanding | $ 883,249 | 884,869 | |
Interest rate at end of the period | 3.61% | ||
Number of Communities Encumbered | community | 15 | ||
Mortgages Note Payable | Fixed Rate Debt | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 5 years 10 months 24 days | ||
Tax-exempt secured notes payable | Variable Rate Debt | |||
Secured debt instruments | |||
Principal outstanding | $ 27,000 | 27,000 | |
Interest rate at end of the period | 1.91% | ||
Number of Communities Encumbered | community | 1 | ||
Tax-exempt secured notes payable | Variable Rate Debt | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 12 years | ||
Credit facilities | Fixed Rate Debt | |||
Secured debt instruments | |||
Principal outstanding | $ 203,429 | 204,590 | |
Interest rate at end of the period | 4.90% | ||
Number of Communities Encumbered | community | 4 | ||
Credit facilities | Fixed Rate Debt | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 2 years 9 months 18 days | ||
Secured Debt | |||
Secured debt instruments | |||
Principal outstanding | $ 1,144,201 | 1,149,441 | |
Interest rate at end of the period | 3.80% | ||
Long-term Debt | $ 1,144,201 | ||
Number of Communities Encumbered | community | 20 | ||
Secured Debt | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 5 years 6 months | ||
Secured Debt | Fixed Rate Debt | |||
Secured debt instruments | |||
Principal outstanding | $ 1,117,263 | 1,122,505 | |
Interest rate at end of the period | 3.85% | ||
Long-term Debt | $ 1,117,263 | ||
Number of Communities Encumbered | community | 19 | ||
Deferred financing costs and other non-cash adjustments | $ (30,585) | (33,046) | |
Secured Debt | Fixed Rate Debt | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 5 years 3 months 18 days | ||
Secured Debt | Variable Rate Debt | |||
Secured debt instruments | |||
Principal outstanding | $ 26,938 | 26,936 | |
Interest rate at end of the period | 1.91% | ||
Long-term Debt | $ 26,938 | ||
Number of Communities Encumbered | community | 1 | ||
Deferred finance costs, net | $ (62) | (64) | |
Secured Debt | Variable Rate Debt | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 12 years | ||
Unsecured Revolving credit facility due 2023 | |||
Secured debt instruments | |||
Interest rate at end of the period | 1.75% | ||
Borrowings outstanding | $ 50,000 | ||
Unsecured Revolving credit facility due 2023 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 2 years 9 months 18 days | ||
Unsecured Revolving credit facility due 2020 | Commercial Paper | |||
Secured debt instruments | |||
Interest rate at end of the period | 1.58% | ||
Borrowings outstanding at end of period | $ 215,000 | 300,000 | |
Unsecured Revolving credit facility due 2020 | Commercial Paper | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 1 month 6 days | ||
Unsecured Working Capital Credit Facility | |||
Secured debt instruments | |||
Interest rate at end of the period | 1.82% | ||
Borrowings outstanding | $ 24,797 | 16,583 | |
Unsecured Working Capital Credit Facility | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 9 months 18 days | ||
Term Loan due September 2023 | |||
Secured debt instruments | |||
Interest rate at end of the period | 2.48% | ||
Senior Notes | $ 35,000 | 35,000 | |
Term Loan due September 2023 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 3 years 6 months | ||
1.93% Term Loan due September 2023 | |||
Secured debt instruments | |||
Interest rate at end of the period | 1.93% | ||
Senior Notes | $ 315,000 | 315,000 | |
1.93% Term Loan due September 2023 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 3 years 6 months | ||
3.75% Medium-Term Notes Due July 2024 | |||
Secured debt instruments | |||
Unamortized discount | $ 443 | 470 | |
Interest rate at end of the period | 3.75% | ||
Senior Notes | $ 299,557 | 299,530 | |
3.75% Medium-Term Notes Due July 2024 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 4 years 3 months 18 days | ||
8.50% Debentures, Due September 2024 | |||
Secured debt instruments | |||
Interest rate at end of the period | 8.50% | ||
Senior Notes | $ 15,644 | 15,644 | |
8.50% Debentures, Due September 2024 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 4 years 6 months | ||
4.00% Medium-Term Note due October 2025 | |||
Secured debt instruments | |||
Unamortized discount | $ 379 | 396 | |
Interest rate at end of the period | 4.00% | ||
Senior Notes | $ 299,621 | 299,604 | |
4.00% Medium-Term Note due October 2025 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 5 years 6 months | ||
2.95% Medium-Term Note due September 2026 | |||
Secured debt instruments | |||
Interest rate at end of the period | 2.95% | ||
Senior Notes | $ 300,000 | 300,000 | |
2.95% Medium-Term Note due September 2026 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 6 years 4 months 24 days | ||
3.50 Medium-Term Note due July 2027 | |||
Secured debt instruments | |||
Unamortized discount | $ 511 | 529 | |
Interest rate at end of the period | 3.50% | ||
Senior Notes | $ 299,489 | 299,471 | |
3.50 Medium-Term Note due July 2027 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 7 years 3 months 18 days | ||
3.50% Medium-Term Notes Due January 2028 | |||
Secured debt instruments | |||
Unamortized discount | $ 924 | 954 | |
Interest rate at end of the period | 3.50% | ||
Senior Notes | $ 299,076 | 299,046 | |
3.50% Medium-Term Notes Due January 2028 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 7 years 9 months 18 days | ||
4.40% Medium-Term Notes due January 2029 | |||
Secured debt instruments | |||
Unamortized discount | $ 5 | 5 | |
Interest rate at end of the period | 4.40% | ||
Senior Notes | $ 299,995 | 299,995 | |
4.40% Medium-Term Notes due January 2029 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 8 years 9 months 18 days | ||
3.20% Medium-Term Notes due January 2030 | |||
Secured debt instruments | |||
Unamortized discount | $ 13,442 | 2,281 | |
Interest rate at end of the period | 3.20% | ||
Senior Notes | $ 613,442 | $ 600,000 | 402,281 |
3.20% Medium-Term Notes due January 2030 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 9 years 9 months 18 days | ||
3.00% Medium-Term Notes due August 2031 | |||
Secured debt instruments | |||
Unamortized discount | $ 1,099 | 1,123 | |
Interest rate at end of the period | 3.00% | ||
Senior Notes | $ 398,901 | 398,877 | |
3.00% Medium-Term Notes due August 2031 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 11 years 4 months 24 days | ||
3.10% Medium-Term Notes due November 2034 | |||
Secured debt instruments | |||
Principal outstanding | $ 298,713 | ||
Unamortized discount | $ 1,287 | 1,309 | |
Interest rate at end of the period | 3.10% | ||
Senior Notes | 298,691 | ||
3.10% Medium-Term Notes due November 2034 | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 14 years 7 months 6 days | ||
Other | |||
Secured debt instruments | |||
Senior Notes | $ 12 | 13 | |
Unsecured Debt | |||
Secured debt instruments | |||
Interest rate at end of the period | 3.29% | ||
Long-term Debt | $ 3,740,937 | ||
Unsecured Debt | 3,740,937 | 3,558,083 | |
Deferred finance costs, net | $ (23,310) | (21,652) | |
Unsecured Debt | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 7 years 6 months | ||
Credit facilities | |||
Secured debt instruments | |||
Principal outstanding | $ 203,400 | ||
Credit facilities | Fixed Rate Debt | |||
Secured debt instruments | |||
Interest rate at end of the period | 4.90% | ||
United Dominion Realty L.P. | |||
Secured debt instruments | |||
Interest rate at end of the period | 2.83% | ||
Long-term Debt | $ 99,082 | 99,071 | |
Number of Communities Encumbered | community | 2 | ||
United Dominion Realty L.P. | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 10 years 4 months 24 days | ||
United Dominion Realty L.P. | Fixed Rate Debt | |||
Secured debt instruments | |||
Interest rate at end of the period | 3.10% | ||
Long-term Debt | $ 72,144 | 72,135 | |
Number of Communities Encumbered | community | 1 | ||
United Dominion Realty L.P. | Fixed Rate Debt | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 9 years 9 months 18 days | ||
United Dominion Realty L.P. | Variable Rate Debt | |||
Secured debt instruments | |||
Interest rate at end of the period | 1.91% | ||
Long-term Debt | $ 26,938 | 26,936 | |
Number of Communities Encumbered | community | 1 | ||
Deferred finance costs, net | $ (62) | (64) | |
United Dominion Realty L.P. | Variable Rate Debt | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 12 years | ||
United Dominion Realty L.P. | Mortgages Note Payable | |||
Secured debt instruments | |||
Principal outstanding | $ 72,500 | ||
United Dominion Realty L.P. | Mortgages Note Payable | Fixed Rate Debt | |||
Secured debt instruments | |||
Principal outstanding | $ 72,500 | 72,500 | |
Interest rate at end of the period | 3.10% | ||
Number of Communities Encumbered | community | 1 | ||
Deferred finance costs, net | $ (356) | (365) | |
United Dominion Realty L.P. | Mortgages Note Payable | Fixed Rate Debt | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 9 years 9 months 18 days | ||
United Dominion Realty L.P. | Tax-exempt secured notes payable | Variable Rate Debt | |||
Secured debt instruments | |||
Principal outstanding | $ 27,000 | $ 27,000 | |
Interest rate at end of the period | 1.91% | ||
Number of Communities Encumbered | community | 1 | ||
United Dominion Realty L.P. | Tax-exempt secured notes payable | Variable Rate Debt | Weighted Average | |||
Secured debt instruments | |||
Years to maturity | 12 years |
SECURED AND UNSECURED DEBT, N_4
SECURED AND UNSECURED DEBT, NET - Variable Rate Debt (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Credit facilities | ||
Unamortized net premium | $ 32.7 | $ 35.3 |
Secured credit facilities | ||
Borrowings outstanding at end of period | $ 2.5 | $ 2.9 |
SECURED AND UNSECURED DEBT, N_5
SECURED AND UNSECURED DEBT, NET - Credit Facilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of short-term bank borrowings under unsecured commercial bank credit facility | ||
Borrowings outstanding at end of period | $ 2,500 | $ 2,900 |
Unsecured Commercial Bank Credit Facility | ||
Summary of short-term bank borrowings under unsecured commercial bank credit facility | ||
Total revolving credit facility | 2,000,000 | |
Unsecured Revolving credit facility due 2023 | ||
Summary of short-term bank borrowings under unsecured commercial bank credit facility | ||
Borrowings outstanding at end of period | 50,000 | |
Unsecured Revolving credit facility due 2023 | Unsecured Commercial Bank Credit Facility | ||
Summary of short-term bank borrowings under unsecured commercial bank credit facility | ||
Total revolving credit facility | 1,100,000 | |
Term Loan due September 2023 | Unsecured Commercial Bank Credit Facility | ||
Summary of short-term bank borrowings under unsecured commercial bank credit facility | ||
Total revolving credit facility | 350,000 | |
Revolving Credit Facility | Unsecured Commercial Bank Credit Facility | ||
Summary of short-term bank borrowings under unsecured commercial bank credit facility | ||
Total revolving credit facility | 1,100,000 | 1,100,000 |
Borrowings outstanding at end of period | 50,000 | |
Weighted average daily borrowings during the period ended | 11,538 | 55 |
Maximum daily borrowings during the period ended | $ 50,000 | $ 20,000 |
Weighted average interest rate during the period ended | 1.80% | 2.60% |
Interest rate at the end of the period | 1.80% | |
Unsecured Working Capital Credit Facility | ||
Summary of short-term bank borrowings under unsecured commercial bank credit facility | ||
Total revolving credit facility | $ 75,000 | $ 75,000 |
Borrowings outstanding at end of period | 24,797 | 16,583 |
Weighted average daily borrowings during the period ended | 25,212 | 23,487 |
Maximum daily borrowings during the period ended | $ 46,419 | $ 66,170 |
Weighted average interest rate during the period ended | 2.20% | 3.10% |
Interest rate at the end of the period | 1.80% | 2.60% |
Unsecured Commercial Paper | United Dominion Realty L.P. | ||
Summary of short-term bank borrowings under unsecured commercial bank credit facility | ||
Borrowings outstanding at end of period | $ 215,000 | $ 300,000 |
SECURED AND UNSECURED DEBT, N_6
SECURED AND UNSECURED DEBT, NET - Short Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commercial Paper | ||
Unsecured Debt | ||
Total unsecured commercial paper program | $ 500,000 | $ 500,000 |
Borrowings outstanding at end of period | 215,000 | 300,000 |
Weighted average daily borrowings during the period ended | 346,978 | 173,353 |
Maximum daily borrowings during the period ended | $ 500,000 | $ 435,000 |
Weighted average interest rate during the period ended | 1.80% | 2.50% |
Interest rate at the end of the period | 1.60% | 2.00% |
4.00% Medium-Term Note due October 2025 | ||
Unsecured Debt | ||
Weighted average interest rate during the period ended | 4.53% |
SECURED AND UNSECURED DEBT, N_7
SECURED AND UNSECURED DEBT, NET - Unsecured Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Aggregate maturities of unsecured debt | ||
2020 | $ 327,592 | |
2021 | 33,560 | |
2022 | 9,159 | |
2023 | 695,965 | |
2024 | 410,924 | |
2025 | 473,189 | |
2026 | 351,070 | |
2027 | 301,111 | |
2028 | 422,465 | |
2029 | 444,584 | |
Thereafter | 1,399,500 | |
Subtotal | 4,869,119 | |
Non-cash (a) | 16,019 | |
Long-term Debt, Total | 4,885,138 | $ 4,707,524 |
Secured Debt | ||
Aggregate maturities of unsecured debt | ||
2020 | 112,592 | |
2021 | 8,763 | |
2022 | 9,159 | |
2023 | 295,965 | |
2024 | 95,280 | |
2025 | 173,189 | |
2026 | 51,070 | |
2027 | 1,111 | |
2028 | 122,465 | |
2029 | 144,584 | |
Thereafter | 99,500 | |
Subtotal | 1,113,678 | |
Non-cash (a) | 30,523 | |
Long-term Debt, Total | 1,144,201 | |
Unsecured Debt | ||
Aggregate maturities of unsecured debt | ||
2020 | 215,000 | |
2021 | 24,797 | |
2023 | 400,000 | |
2024 | 315,644 | |
2025 | 300,000 | |
2026 | 300,000 | |
2027 | 300,000 | |
2028 | 300,000 | |
2029 | 300,000 | |
Thereafter | 1,300,000 | |
Subtotal | 3,755,441 | |
Non-cash (a) | (14,504) | |
Long-term Debt, Total | 3,740,937 | |
Fixed Rate Debt | Secured Debt | ||
Aggregate maturities of unsecured debt | ||
2020 | 112,592 | |
2021 | 8,763 | |
2022 | 9,159 | |
2023 | 295,965 | |
2024 | 95,280 | |
2025 | 173,189 | |
2026 | 51,070 | |
2027 | 1,111 | |
2028 | 122,465 | |
2029 | 144,584 | |
Thereafter | 72,500 | |
Subtotal | 1,086,678 | |
Non-cash (a) | 30,585 | |
Long-term Debt, Total | 1,117,263 | |
Variable Rate Debt | Secured Debt | ||
Aggregate maturities of unsecured debt | ||
Thereafter | 27,000 | |
Subtotal | 27,000 | |
Non-cash (a) | (62) | |
Long-term Debt, Total | $ 26,938 |
SECURED AND UNSECURED DEBT, N_8
SECURED AND UNSECURED DEBT, NET - Debt Covenants (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Apr. 30, 2020USD ($) | Feb. 29, 2020USD ($) | Jul. 31, 2019USD ($) | Mar. 31, 2020USD ($)loan | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2019USD ($) | |
Fixed and variable rate debt | |||||||
Amortization of financing costs | $ 1,000 | $ 1,000 | |||||
Secured Debt | |||||||
Secured debt amount which encumbers real estate owned based upon book value | $ 2,100,000 | ||||||
Percentage of secured debt which encumbers real estate owned based upon book value | 16.60% | ||||||
Secured debt amount of real estate owned which is unencumbered | $ 10,700,000 | ||||||
Percentage of secured debt of real estate owned which is unencumbered | 83.40% | ||||||
Interest rate at end of the period | 3.28% | ||||||
Borrowings outstanding at end of period | $ 2,500 | $ 2,900 | |||||
Repayment of debt | $ 215,000 | ||||||
Unamortized net premium | $ 32,700 | 35,300 | |||||
Weighted Average Interest Rate | 3.28% | ||||||
Unsecured Debt | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 3.29% | ||||||
Credit facility interest rate | 90 | ||||||
Basis points added to to variable rate | 90.00% | ||||||
Weighted Average Interest Rate | 3.29% | ||||||
Unsecured Debt | Maximum | |||||||
Secured Debt | |||||||
Basis points added to to variable rate | 165.00% | ||||||
Unsecured Debt | Minimum | |||||||
Secured Debt | |||||||
Basis points added to to variable rate | 80.00% | ||||||
Unsecured Working Capital Credit Facility | |||||||
Secured Debt | |||||||
Credit facilities with aggregate commitment | $ 75,000 | 75,000 | |||||
Interest rate at end of the period | 1.82% | ||||||
Credit facility interest rate | 82.5 | ||||||
Borrowings outstanding at end of period | $ 24,797 | 16,583 | |||||
Weighted Average Interest Rate | 1.82% | ||||||
Unsecured Working Capital Credit Facility | Maximum | |||||||
Secured Debt | |||||||
Basis points added to to variable rate | 145.00% | ||||||
Unsecured Working Capital Credit Facility | Minimum | |||||||
Secured Debt | |||||||
Basis points added to to variable rate | 75.00% | ||||||
Unsecured Revolving credit facility due 2023 | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 1.75% | ||||||
Borrowings outstanding at end of period | $ 50,000 | ||||||
Weighted Average Interest Rate | 1.75% | ||||||
3.75% Medium-Term Notes Due July 2024 | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 3.75% | ||||||
Portion of medium term note subject to interest rate swaps | $ 100,000 | ||||||
Long-term Debt, Weighted Average Interest Rate | 3.69% | ||||||
Senior Notes | $ 299,557 | 299,530 | |||||
Weighted Average Interest Rate | 3.75% | ||||||
Mortgages Note Payable | Fixed Rate Debt | |||||||
Secured Debt | |||||||
Principal outstanding | $ 883,249 | 884,869 | |||||
Interest rate at end of the period | 3.61% | ||||||
Weighted Average Interest Rate | 3.61% | ||||||
Debt Assumed As Part of Acquisition | |||||||
Secured Debt | |||||||
Amortization of debt discount (Premium) | $ 2,600 | $ 600 | |||||
Tax-exempt secured notes payable | Variable Rate Debt | |||||||
Secured Debt | |||||||
Principal outstanding | $ 27,000 | 27,000 | |||||
Interest rate at end of the period | 1.91% | ||||||
Weighted Average Interest Rate | 1.91% | ||||||
Credit facilities | Fixed Rate Debt | |||||||
Secured Debt | |||||||
Principal outstanding | $ 203,429 | 204,590 | |||||
Interest rate at end of the period | 4.90% | ||||||
Weighted Average Interest Rate | 4.90% | ||||||
Tax-exempt secured notes payable | Variable Rate Debt | |||||||
Secured Debt | |||||||
Notes payable maximum interest rates range | 1.91% | ||||||
Revolving Credit Facility | |||||||
Secured Debt | |||||||
Basis points added to to variable rate | 82.50% | ||||||
Commitment fee | 15.00% | ||||||
Revolving Credit Facility | Maximum | |||||||
Secured Debt | |||||||
Basis points added to to variable rate | 145.00% | ||||||
Commitment fee | 30.00% | ||||||
Revolving Credit Facility | Minimum | |||||||
Secured Debt | |||||||
Basis points added to to variable rate | 75.00% | ||||||
Commitment fee | 10.00% | ||||||
4.00% Medium-Term Note due October 2025 | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 4.00% | ||||||
Portion of medium term note subject to interest rate swaps | $ 200,000 | ||||||
Senior Notes | $ 299,621 | 299,604 | |||||
Weighted Average Interest Rate | 4.00% | ||||||
4.40% Medium-Term Notes due January 2029 | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 4.40% | ||||||
Portion of medium term note subject to interest rate swaps | $ 150,000 | ||||||
Long-term Debt, Weighted Average Interest Rate | 4.27% | ||||||
Senior Notes | $ 299,995 | 299,995 | |||||
Weighted Average Interest Rate | 4.40% | ||||||
2.95% Medium-Term Note due September 2026 | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 2.95% | ||||||
Senior Notes | $ 300,000 | 300,000 | |||||
Weighted Average Interest Rate | 2.95% | ||||||
3.20% Medium-Term Notes due January 2030 | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 3.20% | ||||||
Interest rate | 3.20% | 3.20% | 3.20% | ||||
Long-term Debt, Weighted Average Interest Rate | 3.42% | ||||||
Senior Notes | $ 600,000 | $ 613,442 | 402,281 | ||||
Debt | $ 200,000 | $ 300,000 | $ 100,000 | ||||
Price as percentage of principal amount | 105.660 | ||||||
Weighted Average Interest Rate | 3.20% | ||||||
3.00% Medium-Term Notes due August 2031 | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 3.00% | ||||||
Senior Notes | $ 398,901 | 398,877 | |||||
Weighted Average Interest Rate | 3.00% | ||||||
3.24% Notes due on 2030 | |||||||
Secured Debt | |||||||
Interest rate | 3.24% | ||||||
Debt | $ 300,000 | $ 100,000 | |||||
Medium-Term Notes Due August 2031 | |||||||
Secured Debt | |||||||
Debt | $ 150,000 | ||||||
Medium-Term Notes Due August 2031 | Weighted Average | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 3.01% | ||||||
Weighted Average Interest Rate | 3.01% | ||||||
3.10% senior unsecured notes due 2034 | Weighted Average | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 3.13% | ||||||
Weighted Average Interest Rate | 3.13% | ||||||
Unsecured Commercial Bank Credit Facility | |||||||
Secured Debt | |||||||
Credit facilities with aggregate commitment | $ 2,000,000 | ||||||
Repayment of debt | 215,000 | ||||||
Unsecured Commercial Bank Credit Facility | Unsecured Revolving credit facility due 2023 | |||||||
Secured Debt | |||||||
Credit facilities with aggregate commitment | $ 1,100,000 | ||||||
Number of Extensions of loan | loan | 2 | ||||||
Extension period of option on loan | 6 months | ||||||
Unsecured Commercial Bank Credit Facility | Revolving Credit Facility | |||||||
Secured Debt | |||||||
Credit facilities with aggregate commitment | $ 1,100,000 | 1,100,000 | |||||
Borrowings outstanding at end of period | $ 50,000 | ||||||
United Dominion Realty L.P. | |||||||
Secured Debt | |||||||
Notes payable maximum interest rates range | 3.28% | ||||||
Interest rate at end of the period | 2.83% | ||||||
Weighted Average Interest Rate | 2.83% | ||||||
United Dominion Realty L.P. | Fixed Rate Debt | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 3.10% | ||||||
Weighted Average Interest Rate | 3.10% | ||||||
United Dominion Realty L.P. | Variable Rate Debt | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 1.91% | ||||||
Weighted Average Interest Rate | 1.91% | ||||||
United Dominion Realty L.P. | Mortgages Note Payable | |||||||
Secured Debt | |||||||
Principal outstanding | $ 72,500 | ||||||
Interest rate | 3.10% | ||||||
United Dominion Realty L.P. | Mortgages Note Payable | Fixed Rate Debt | |||||||
Secured Debt | |||||||
Principal outstanding | $ 72,500 | 72,500 | |||||
Interest rate at end of the period | 3.10% | ||||||
Weighted Average Interest Rate | 3.10% | ||||||
United Dominion Realty L.P. | Tax-exempt secured notes payable | Variable Rate Debt | |||||||
Secured Debt | |||||||
Principal outstanding | $ 27,000 | 27,000 | |||||
Interest rate at end of the period | 1.91% | ||||||
Weighted Average Interest Rate | 1.91% | ||||||
United Dominion Realty L.P. | Unsecured Commercial Paper | |||||||
Secured Debt | |||||||
Borrowings outstanding at end of period | $ 215,000 | 300,000 | |||||
Credit facilities | |||||||
Secured Debt | |||||||
Principal outstanding | $ 203,400 | ||||||
Credit facilities | Fixed Rate Debt | |||||||
Secured Debt | |||||||
Interest rate at end of the period | 4.90% | ||||||
Weighted Average Interest Rate | 4.90% | ||||||
Credit facilities | Fair Value, Measurements, Recurring | Carrying Amount | Credit facilities | Fixed Rate Debt | |||||||
Secured Debt | |||||||
Principal outstanding | 218,490 | ||||||
Mortgages Note Payable | Fixed Rate Debt | Maximum | |||||||
Secured Debt | |||||||
Notes payable maximum interest rates range | 4.35% | ||||||
Mortgages Note Payable | Fixed Rate Debt | Minimum | |||||||
Secured Debt | |||||||
Notes payable maximum interest rates range | 2.70% | ||||||
Mortgages Note Payable | Fair Value, Measurements, Recurring | Carrying Amount | Mortgages Note Payable | Fixed Rate Debt | |||||||
Secured Debt | |||||||
Principal outstanding | $ 903,243 | $ 906,228 |
INCOME_(LOSS) PER SHARE (Detail
INCOME/(LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jul. 31, 2017 | |
Antidilutive securities | ||||
Net income/(loss) | $ 5,540 | $ 26,602 | ||
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | (313) | (2,057) | ||
Net (income)/loss attributable to noncontrolling interests | (6) | (42) | ||
Net income/(loss) attributable to UDR, Inc. | 5,221 | 24,503 | ||
Distributions to preferred stockholders - Series E (Convertible) | (1,066) | (1,011) | ||
Net income/(loss) attributable to common stockholders | $ 4,155 | $ 23,492 | ||
Denominator for earnings per share - basic and diluted: | ||||
Weighted average common shares outstanding | 294,731,000 | 277,297,000 | ||
Non-vested restricted stock awards | (274,000) | (295,000) | ||
Denominator for basic income/(loss) per share | 294,457,000 | 277,002,000 | ||
Incremental shares issuable from assumed conversion of unvested LTIP Units and unvested restricted stock | 703,000 | 555,000 | ||
Denominator for diluted income/(loss) per share | 295,160,000 | 277,557,000 | ||
Income/(loss) per weighted average common share - basic | $ 0.01 | $ 0.08 | ||
Income/(loss) per weighted average common share - diluted | $ 0.01 | $ 0.08 | ||
Number of shares authorized | 350,000,000 | 350,000,000 | ||
Aggregate gross proceeds | $ 192,179 | |||
Proceeds from the issuance of common shares through public offering, net | 192,179 | |||
Aggregate net proceeds from sales, after deducting related costs | $ 192,179 | |||
OP/DownREIT Units | ||||
Antidilutive securities | ||||
Antidilutive securities | 22,228,000 | 24,280,000 | ||
Convertible preferred stock | ||||
Antidilutive securities | ||||
Antidilutive securities | 3,011,000 | 3,011,000 | ||
Unvested LTIP Units and unvested restricted stock | ||||
Antidilutive securities | ||||
Antidilutive securities | 703,000 | 555,000 | ||
ATM | ||||
Denominator for earnings per share - basic and diluted: | ||||
Number of shares authorized | 20,000,000 | |||
Shares of common stock available for future issuance | 11,700,000 | |||
Forward Sales Agreement | ||||
Denominator for earnings per share - basic and diluted: | ||||
Number of shares authorized | 2,100,000 | |||
Weighted average price per share | $ 49.56 | |||
Forward purchase agreement | 0 | |||
Shares settled | 0 |
NONCONTROLLING INTERESTS (Detai
NONCONTROLLING INTERESTS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Redeemable noncontrolling interests in the Operating Partnership | ||
Minimum holding period prior to redemption (in years) | 1 year | |
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, beginning of year | $ 1,018,665 | |
Mark-to-market adjustment to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | (205,713) | $ 144,197 |
Conversion of OP Units/DownREIT Units to Common Stock | (7,830) | |
Net income/(loss) attributable o redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | 313 | 2,057 |
Distributions to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | (9,182) | |
Vesting of Long-Term Incentive Plan Units | 23,018 | |
Allocation of other comprehensive income/(loss) | (138) | |
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, end of year | 819,133 | |
Net income/(loss) attributable to noncontrolling interests | (10) | 30 |
Maximum | ||
Redeemable noncontrolling interests in the Operating Partnership | ||
Net income/(loss) attributable to noncontrolling interests | $ (100) | $ (100) |
LTIP Units | Minimum | ||
Redeemable noncontrolling interests in the Operating Partnership | ||
Vesting period | 1 year | |
LTIP Units | Maximum | ||
Redeemable noncontrolling interests in the Operating Partnership | ||
Vesting period | 3 years |
FAIR VALUE OF DERIVATIVES AND_3
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value | ||
Notes receivable, net | $ 151,543 | $ 153,650 |
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Gross Amounts of Recognized Assets | 6 | |
Gross Amounts of Recognized Liabilities | 3,075 | 142 |
Unsecured debt instruments | ||
Redeemable Noncontrolling Interest, Equity, Carrying Amount | 819,133 | 1,018,665 |
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | 819,133 | 1,018,665 |
Transfer Between the Levels | 0 | |
Credit facilities | ||
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Secured debt including debt on real estate held for sale | 203,400 | |
Carrying Amount | Fair Value, Measurements, Recurring | ||
Fair Value | ||
Notes receivable, net | 151,543 | 153,650 |
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Total assets | 151,543 | 153,656 |
Unsecured debt instruments | ||
Total liabilities | 4,913,746 | 4,731,595 |
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | 819,133 | 1,018,665 |
Carrying Amount | Interest rate contracts | Fair Value, Measurements, Recurring | ||
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Derivative Asset Designated as Hedging Instrument, Fair Value | 6 | |
Derivatives - Interest rate contracts (b) | 3,075 | 142 |
Carrying Amount | Revolving Credit Facility | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 50,000 | |
Carrying Amount | Credit facilities | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 24,797 | |
Carrying Amount | Commercial bank | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 16,583 | |
Commercial paper program | 215,000 | 300,000 |
Carrying Amount | Senior Unsecured Notes | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 3,474,450 | 3,263,152 |
Fair Value | Fair Value, Measurements, Recurring | ||
Fair Value | ||
Notes receivable, net | 160,515 | 160,197 |
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Total assets | 160,515 | 160,203 |
Unsecured debt instruments | ||
Total liabilities | 4,907,068 | 4,853,337 |
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | 819,133 | 1,018,665 |
Fair Value | Interest rate contracts | Fair Value, Measurements, Recurring | ||
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Derivative Asset Designated as Hedging Instrument, Fair Value | 6 | |
Derivatives - Interest rate contracts (b) | 3,075 | 142 |
Fair Value | Revolving Credit Facility | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 50,000 | |
Fair Value | Credit facilities | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 24,797 | |
Fair Value | Commercial bank | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 16,583 | |
Commercial paper program | 215,000 | 300,000 |
Fair Value | Senior Unsecured Notes | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 3,466,082 | 3,397,622 |
Fair Value | Level 2 | Fair Value, Measurements, Recurring | ||
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Total assets | 6 | |
Unsecured debt instruments | ||
Total liabilities | 3,075 | 142 |
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | 819,133 | 1,018,665 |
Fair Value | Level 2 | Interest rate contracts | Fair Value, Measurements, Recurring | ||
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Derivative Asset Designated as Hedging Instrument, Fair Value | 6 | |
Derivatives - Interest rate contracts (b) | 3,075 | 142 |
Fair Value | Level 3 | Fair Value, Measurements, Recurring | ||
Fair Value | ||
Notes receivable, net | 160,515 | 160,197 |
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Total assets | 160,515 | 160,197 |
Unsecured debt instruments | ||
Total liabilities | 4,903,993 | 4,853,195 |
Fair Value | Level 3 | Revolving Credit Facility | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 50,000 | |
Fair Value | Level 3 | Credit facilities | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 24,797 | |
Fair Value | Level 3 | Commercial bank | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 16,583 | |
Commercial paper program | 215,000 | 300,000 |
Fair Value | Level 3 | Senior Unsecured Notes | Fair Value, Measurements, Recurring | ||
Unsecured debt instruments | ||
Unsecured debt instruments | 3,466,082 | 3,397,622 |
Tax-exempt secured notes payable | Variable Rate Debt | ||
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Secured debt including debt on real estate held for sale | 27,000 | 27,000 |
Tax-exempt secured notes payable | Variable Rate Debt | Carrying Amount | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring | ||
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Secured debt including debt on real estate held for sale | 27,000 | 27,000 |
Tax-exempt secured notes payable | Variable Rate Debt | Fair Value | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring | ||
Debt instruments - fair value | ||
Fair value | 27,000 | 27,000 |
Tax-exempt secured notes payable | Variable Rate Debt | Fair Value | Level 3 | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring | ||
Debt instruments - fair value | ||
Fair value | 27,000 | 27,000 |
Credit facilities | Fixed Rate Debt | ||
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Secured debt including debt on real estate held for sale | 203,429 | 204,590 |
Credit facilities | Fixed Rate Debt | Carrying Amount | Credit facilities | Fair Value, Measurements, Recurring | ||
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Secured debt including debt on real estate held for sale | 218,490 | |
Debt instruments - fair value | ||
Fair value | 216,181 | |
Credit facilities | Fixed Rate Debt | Fair Value | Credit facilities | Fair Value, Measurements, Recurring | ||
Debt instruments - fair value | ||
Fair value | 213,026 | 213,661 |
Credit facilities | Fixed Rate Debt | Fair Value | Level 3 | Credit facilities | Fair Value, Measurements, Recurring | ||
Debt instruments - fair value | ||
Fair value | 213,026 | 213,661 |
Mortgages Note Payable | Fixed Rate Debt | ||
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Secured debt including debt on real estate held for sale | 883,249 | 884,869 |
Mortgages Note Payable | Fixed Rate Debt | Carrying Amount | Mortgages Note Payable | Fair Value, Measurements, Recurring | ||
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis | ||
Secured debt including debt on real estate held for sale | 903,243 | 906,228 |
Mortgages Note Payable | Fixed Rate Debt | Fair Value | Mortgages Note Payable | Fair Value, Measurements, Recurring | ||
Debt instruments - fair value | ||
Fair value | 908,088 | 898,329 |
Mortgages Note Payable | Fixed Rate Debt | Fair Value | Level 3 | Mortgages Note Payable | Fair Value, Measurements, Recurring | ||
Debt instruments - fair value | ||
Fair value | $ 908,088 | $ 898,329 |
DERIVATIVES AND HEDGING ACTIV_3
DERIVATIVES AND HEDGING ACTIVITY - Interest Rate Derivatives (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)instrument | Mar. 31, 2019USD ($) | |
Derivatives | ||
Unrealized holding gain/(loss) | $ (2,917) | $ (2,210) |
Unsecured Commercial Bank Credit Facility | ||
Derivatives | ||
Total revolving credit facility | $ 2,000,000 | |
Designated as Hedging Instrument | Interest rate swaps | ||
Derivatives | ||
Number of Interest Rate Derivatives Held | instrument | 1 | |
Notional | $ 315,000 | |
Not Designated as Hedging Instrument | Interest rate caps | ||
Derivatives | ||
Number of Interest Rate Derivatives Held | instrument | 1 | |
Notional | $ 19,880 |
DERIVATIVES AND HEDGING ACTIV_4
DERIVATIVES AND HEDGING ACTIVITY - Undesignated Interest Rate Derivatives (Details) - Interest rate contracts - Designated as Hedging Instrument - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other assets | ||
Fair value of Company's derivative financial instruments and their classification on Consolidated Balance Sheet | ||
Derivative Asset Designated as Hedging Instrument, Fair Value | $ 6 | |
Other liabilities | ||
Fair value of Company's derivative financial instruments and their classification on Consolidated Balance Sheet | ||
Derivative Liability Designated as Hedging Instrument, Fair Value | $ 3,075 | $ 142 |
DERIVATIVES AND HEDGING ACTIV_5
DERIVATIVES AND HEDGING ACTIVITY - Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Effect of derivative instruments on the Consolidated Statements of Operations | ||
Unrealized holding gain/(loss) | $ (2,917) | $ (2,210) |
Interest rate contracts | Interest expense | Cash Flow Hedging | ||
Effect of derivative instruments on the Consolidated Statements of Operations | ||
Unrealized holding gain/(loss) | (2,917) | (2,210) |
Gain/(Loss) reclassified from Accumulated OCI in Interest Expense | (357) | 945 |
Interest rate contracts | Other income/(expense) | ||
Effect of derivative instruments on the Consolidated Statements of Operations | ||
Gain/(Loss) recognized in Interest Income and Other Income/(Expense), net | $ 0 | $ 0 |
DERIVATIVES AND HEDGING ACTIV_6
DERIVATIVES AND HEDGING ACTIVITY - Effectiveness (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivatives and hedging activity | ||
Estimated additional accumulated other comprehensive Income/(Loss) transferred to interest expense | $ 4,600 | |
Total amount of Interest expense presented on the Consolidated Statements of Operations | 39,317 | $ 33,542 |
Interest rate swaps | Designated as Hedging Instrument | ||
Fair value | ||
Notional | $ 315,000 |
DERIVATIVES AND HEDGING ACTIV_7
DERIVATIVES AND HEDGING ACTIVITY - Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Offsetting derivative assets | ||
Net Amounts of Assets Presented in the Consolidated Balance Sheets (a) | $ 6 | |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Financial Instruments | (3) | |
Net Amount | 3 | |
Offsetting derivative liabilities | ||
Gross Amounts of Recognized Liabilities | $ 3,075 | 142 |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets (b) | 3,075 | 142 |
Gross Amounts Not Offset in the Consolidated Balance Sheets, Financial Instruments | (3) | |
Net Amount | $ 3,075 | $ 139 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | |
Stock based compensation | |||
Stock based compensation expense | $ 6.8 | $ 5.9 | $ 6.8 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)community | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Real estate properties | |||
Development costs and capital expenditures incurred but not yet paid | $ 25,568 | $ 10,745 | |
Number of communities owned (in communities) | community | 150 | ||
Costs Incurred to Date | $ 161,997 | ||
UDR's Remaining Commitment | $ 229,062 | ||
King of Prussia | |||
Real estate properties | |||
Contractual purchase price commitment | $ 14,800 | ||
Deposit on purchase | $ 800 | ||
Wholly owned - under development | |||
Real estate properties | |||
Number of communities owned (in communities) | community | 3 | ||
Costs Incurred to Date | $ 95,326 | ||
UDR's Remaining Commitment | $ 183,174 | ||
Wholly owned - redevelopment | |||
Real estate properties | |||
Number of communities owned (in communities) | community | 2 | ||
Costs Incurred to Date | $ 17,660 | ||
UDR's Remaining Commitment | $ 7,840 | ||
Preferred Equity Investments | |||
Real estate properties | |||
Number of communities owned (in communities) | community | 2 | ||
Costs Incurred to Date | $ 34,647 | ||
UDR's Remaining Commitment | 14,348 | ||
Other investments | |||
Real estate properties | |||
Costs Incurred to Date | 14,364 | ||
UDR's Remaining Commitment | $ 23,700 |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) $ in Thousands | 3 Months Ended | ||||||||
Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($)segment | Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($)item | Mar. 31, 2020USD ($)home | Mar. 31, 2019USD ($)item | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segments | |||||||||
Same store communities | 37,910 | 37,910 | 37,910 | ||||||
Reportable Segments | |||||||||
Number of reportable segments | segment | 2 | ||||||||
Condition for Community considered to have stabilized occupancy | 90% | ||||||||
Time to maintain percent occupancy to be considered a community | 3 months | ||||||||
Practical expedient, single lease component | true | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | |||||||||
Rental income | $ 320,093 | $ 267,922 | |||||||
Reconciling items: | |||||||||
Joint venture management and other fees | 1,388 | $ 2,751 | |||||||
Type of revenue | udr:ManagementAndOtherFeesMember | udr:ManagementAndOtherFeesMember | |||||||
Property management | (9,203) | $ (7,703) | |||||||
Other operating expenses | (4,966) | (5,646) | |||||||
Real estate depreciation and amortization | (155,476) | (112,468) | |||||||
General and administrative | (14,978) | (12,467) | |||||||
Casualty-related (charges)/recoveries, net | (1,251) | ||||||||
Other depreciation and amortization | (2,025) | (1,656) | |||||||
Income/(loss) from unconsolidated entities | 3,367 | 49 | |||||||
Interest expense | (39,317) | (33,542) | |||||||
Interest and other income/(expense), net | 2,700 | 9,813 | |||||||
Tax (provision)/benefit, net | (164) | (2,212) | |||||||
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership | (313) | (2,057) | |||||||
Net (income)/loss attributable to noncontrolling interests | (6) | (42) | |||||||
Net income/(loss) attributable to UDR, Inc. | 5,221 | 24,503 | |||||||
Reportable apartment home segment assets: | |||||||||
Total segment assets | $ 12,817,998 | $ 12,817,998 | $ 12,817,998 | 12,817,998 | $ 12,817,998 | $ 12,817,998 | $ 12,602,101 | ||
Accumulated depreciation | (4,272,471) | (4,272,471) | (4,272,471) | (4,272,471) | (4,272,471) | (4,272,471) | (4,131,353) | ||
Total real estate owned, net of accumulated depreciation | 8,545,527 | 8,545,527 | 8,545,527 | 8,545,527 | 8,545,527 | 8,545,527 | 8,470,748 | ||
Reconciling items: | |||||||||
Cash and cash equivalents | 980 | 980 | 980 | 980 | 980 | 980 | 1,043 | 8,106 | $ 185,216 |
Restricted cash | 21,949 | 21,949 | 21,949 | 21,949 | 21,949 | 21,949 | 23,111 | 25,185 | $ 23,675 |
Notes receivable, net | 151,543 | 151,543 | 151,543 | 151,543 | 151,543 | 151,543 | 153,650 | ||
Investment in and advances to unconsolidated joint ventures, net | 588,395 | 588,395 | 588,395 | 588,395 | 588,395 | 588,395 | 588,262 | ||
Operating lease right-of-use assets | 203,410 | 203,410 | 203,410 | 203,410 | 203,410 | 203,410 | 204,225 | ||
Other assets | 179,301 | 179,301 | 179,301 | 179,301 | 179,301 | 179,301 | 186,296 | ||
Total consolidated assets | 9,691,105 | 9,691,105 | 9,691,105 | 9,691,105 | 9,691,105 | 9,691,105 | 9,636,472 | ||
Same Store Communities West Region | |||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | |||||||||
Lease revenue | 102,616 | 98,633 | |||||||
Other revenue | 2,774 | 3,076 | |||||||
Rental income | 105,390 | 101,709 | |||||||
Reportable apartment home segment NOI | 79,823 | 76,984 | |||||||
Reportable apartment home segment assets: | |||||||||
Total segment assets | 3,704,480 | 3,704,480 | 3,704,480 | 3,704,480 | 3,704,480 | 3,704,480 | 3,696,544 | ||
Same Store Communities Mid-Atlantic Region | |||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | |||||||||
Lease revenue | 56,085 | 54,300 | |||||||
Other revenue | 1,573 | 2,002 | |||||||
Rental income | 57,658 | 56,302 | |||||||
Reportable apartment home segment NOI | 40,377 | 39,179 | |||||||
Reportable apartment home segment assets: | |||||||||
Total segment assets | 2,356,688 | 2,356,688 | 2,356,688 | 2,356,688 | 2,356,688 | 2,356,688 | 2,350,341 | ||
Same Store Communities Northeast Region | |||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | |||||||||
Lease revenue | 30,942 | 30,193 | |||||||
Other revenue | 501 | 629 | |||||||
Rental income | 31,443 | 30,822 | |||||||
Reportable apartment home segment NOI | 20,614 | 20,977 | |||||||
Reportable apartment home segment assets: | |||||||||
Total segment assets | 1,501,767 | 1,501,767 | 1,501,767 | 1,501,767 | 1,501,767 | 1,501,767 | 1,500,597 | ||
Same Store Communities Southeast Region | |||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | |||||||||
Lease revenue | 30,677 | 29,531 | |||||||
Other revenue | 1,429 | 1,790 | |||||||
Rental income | 32,106 | 31,321 | |||||||
Reportable apartment home segment NOI | 22,617 | 22,010 | |||||||
Reportable apartment home segment assets: | |||||||||
Total segment assets | 810,984 | 810,984 | 810,984 | 810,984 | 810,984 | 810,984 | 806,830 | ||
Same Store Communities Southwest Region | |||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | |||||||||
Lease revenue | 16,626 | 16,077 | |||||||
Other revenue | 590 | 763 | |||||||
Rental income | 17,216 | 16,840 | |||||||
Reportable apartment home segment NOI | 11,056 | 10,328 | |||||||
Reportable apartment home segment assets: | |||||||||
Total segment assets | 603,082 | 603,082 | 603,082 | 603,082 | 603,082 | 603,082 | 600,350 | ||
Non-Mature communities/Other | |||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | |||||||||
Lease revenue | 74,676 | 30,169 | |||||||
Other revenue | 1,604 | 759 | |||||||
Rental income | 76,280 | 30,928 | |||||||
Reportable apartment home segment NOI | 50,978 | 20,205 | |||||||
Reportable apartment home segment assets: | |||||||||
Total segment assets | $ 3,840,997 | $ 3,840,997 | $ 3,840,997 | 3,840,997 | $ 3,840,997 | $ 3,840,997 | $ 3,647,439 | ||
Total Communities | |||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | |||||||||
Lease revenue | 311,622 | 258,903 | |||||||
Other revenue | 8,471 | 9,019 | |||||||
Rental income | 320,093 | 267,922 | |||||||
Reportable apartment home segment NOI | $ 225,465 | $ 189,683 | |||||||
Taxable REIT Subsidiaries | |||||||||
Reportable Segments | |||||||||
Management fee (as a percent) | 2.875% |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNITED DOMINION REALTY, L.P.) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate owned: | ||
Real estate held for investment | $ 12,608,022 | $ 12,532,324 |
Less: accumulated depreciation | (4,231,269) | (4,131,330) |
Real estate held for disposition (net of accumulated depreciation of $41,121 and $0, respectively) | 73,529 | |
Total real estate owned, net of accumulated depreciation | 8,545,527 | 8,470,748 |
Cash and cash equivalents | 980 | 8,106 |
Restricted cash | 21,949 | 25,185 |
Investment in unconsolidated entities | 585,091 | 585,490 |
Operating lease right-of-use assets | 203,410 | 204,225 |
Other assets | 179,301 | 186,296 |
Total assets | 9,691,105 | 9,636,472 |
LIABILITIES AND CAPITAL | ||
Secured debt, net | 1,144,201 | 1,149,441 |
Operating lease liabilities | 197,829 | 198,558 |
Real estate taxes payable | 33,134 | 29,445 |
Accrued interest payable | 31,494 | 45,199 |
Security deposits and prepaid rent | 48,474 | 48,353 |
Distributions payable | 115,259 | 109,382 |
Accounts payable, accrued expenses, and other liabilities | 82,254 | 90,032 |
Total liabilities | 5,393,582 | 5,228,493 |
Commitments and contingencies (Note 11) | ||
Partners' capital: | ||
Total liabilities and equity | 9,691,105 | 9,636,472 |
United Dominion Realty L.P. | ||
Real estate owned: | ||
Real estate held for investment | 3,886,613 | 3,875,160 |
Less: accumulated depreciation | (1,831,814) | (1,796,568) |
Total real estate owned, net of accumulated depreciation | 2,054,799 | 2,078,592 |
Cash and cash equivalents | 40 | 24 |
Restricted cash | 14,121 | 13,998 |
Investment in unconsolidated entities | 69,617 | 76,222 |
Operating lease right-of-use assets | 204,723 | 205,668 |
Other assets | 24,042 | 24,241 |
Total assets | 2,367,342 | 2,398,745 |
LIABILITIES AND CAPITAL | ||
Secured debt, net | 99,082 | 99,071 |
Notes payable due to the General Partner | 635,738 | 637,233 |
Operating lease liabilities | 199,149 | 200,001 |
Real estate taxes payable | 8,639 | 2,801 |
Accrued interest payable | 219 | 217 |
Security deposits and prepaid rent | 17,854 | 17,946 |
Distributions payable | 66,833 | 63,364 |
Accounts payable, accrued expenses, and other liabilities | 10,426 | 12,226 |
Total liabilities | 1,037,940 | 1,032,859 |
Commitments and contingencies (Note 11) | ||
Partners' capital: | ||
General partner: 110,883 OP Units outstanding at March 31, 2020 and December 31, 2019 | 833 | 859 |
184,724,677 and 183,952,659 OP Units outstanding at March 31, 2020 and December 31, 2019, respectively | 1,310,642 | 1,347,622 |
Total partners' capital | 1,311,475 | 1,348,481 |
Noncontrolling interests | 17,927 | 17,405 |
Total capital | 1,329,402 | 1,365,886 |
Total liabilities and equity | $ 2,367,342 | $ 2,398,745 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNITED DOMINION REALTY, L.P.) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate owned: | ||
Real estate held for disposition accumulated depreciation | $ 41,121 | $ 0 |
Partners' capital: | ||
Operating Partnership units outstanding related to limited partner | 184,836,000 | 184,064,000 |
United Dominion Realty L.P. | ||
Partners' capital: | ||
OP units outstanding related to general partner | 110,883 | 110,883 |
Operating Partnership units outstanding related to limited partner | 184,724,677 | 183,952,659 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (UNITED DOMINION REALTY, L.P.) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
REVENUES: | ||
Rental income | $ 320,093 | $ 267,922 |
OPERATING EXPENSES: | ||
Property operating and maintenance | 49,483 | 41,939 |
Real estate taxes and insurance | 45,145 | 36,300 |
Property management | 9,203 | 7,703 |
Other operating expenses | 4,966 | 5,646 |
Real estate depreciation and amortization | 155,476 | 112,468 |
General and administrative | 14,978 | 12,467 |
Casualty-related charges/(recoveries), net | 1,251 | |
Total operating expenses | 282,527 | 218,179 |
Operating income | 38,954 | 52,494 |
Income/(loss) from unconsolidated entities | 3,367 | 49 |
Interest expense | (39,317) | (33,542) |
Net income/(loss) | 5,540 | 26,602 |
United Dominion Realty L.P. | ||
REVENUES: | ||
Rental income | 112,165 | 108,334 |
OPERATING EXPENSES: | ||
Property operating and maintenance | 16,837 | 16,531 |
Real estate taxes and insurance | 13,773 | 12,664 |
Property management | 3,225 | 2,979 |
Other operating expenses | 3,859 | 2,400 |
Real estate depreciation and amortization | 35,300 | 34,654 |
General and administrative | 5,308 | 4,661 |
Casualty-related charges/(recoveries), net | (2) | |
Total operating expenses | 78,300 | 73,889 |
Operating income | 33,865 | 34,445 |
Income/(loss) from unconsolidated entities | (1,761) | (2,740) |
Interest expense | (742) | (190) |
Interest expense on notes payable due to the General Partner | (6,722) | (7,181) |
Net income/(loss) | 24,640 | 24,334 |
Net (income)/loss attributable to noncontrolling interests | (522) | (388) |
Net income/(loss) attributable to OP unitholders | $ 24,118 | $ 23,946 |
Income/(loss) per OP unit- basic and diluted: | ||
Net income/(loss) per weighted average OP Unit - basic and diluted | $ 0.13 | $ 0.13 |
Weighted average OP Units outstanding - basic and diluted | 184,503 | 183,949 |
CONSOLIDATED STATEMENTS OF CH_3
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (UNITED DOMINION REALTY, L.P.) (Unaudited). - United Dominion Realty L.P. - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Beginning Balance | $ 1,365,886 | $ 1,485,889 |
Net income/(loss) | 24,640 | 24,334 |
Distributions | (66,658) | (63,469) |
Long Term Incentive Plan Unit grants | 5,534 | 10,032 |
Ending Balance | 1,329,402 | 1,456,786 |
Total Partner's Capital | ||
Beginning Balance | 1,348,481 | 1,472,070 |
Net income/(loss) | 24,118 | 23,946 |
Distributions | (66,658) | (63,469) |
Long Term Incentive Plan Unit grants | 5,534 | 10,032 |
Ending Balance | 1,311,475 | 1,442,579 |
Noncontrolling Interests | ||
Beginning Balance | 17,405 | 13,819 |
Net income/(loss) | 522 | 388 |
Ending Balance | 17,927 | 14,207 |
Class A Limited Partner | ||
Beginning Balance | 81,803 | 69,401 |
Net income/(loss) | 229 | 228 |
Distributions | (631) | (599) |
Adjustment to reflect limited partners' capital at redemption value | (17,395) | 10,601 |
Ending Balance | 64,006 | 79,631 |
Limited Partners and LTIP Units | ||
Beginning Balance | 284,580 | 302,545 |
Net income/(loss) | 896 | 812 |
Distributions | (2,588) | (2,570) |
OP Unit redemptions for common shares of UDR | (71,673) | |
Adjustment to reflect limited partners' capital at redemption value | (37,545) | 44,716 |
Long Term Incentive Plan Unit grants | 5,534 | 10,032 |
Ending Balance | 250,877 | 283,862 |
Limited Partner | ||
Beginning Balance | 981,239 | 1,099,174 |
Net income/(loss) | 22,979 | 22,892 |
Distributions | (63,399) | (60,262) |
OP Unit redemptions for common shares of UDR | 71,673 | |
Adjustment to reflect limited partners' capital at redemption value | 54,940 | (55,317) |
Ending Balance | 995,759 | 1,078,160 |
General Partner | ||
Beginning Balance | 859 | 950 |
Net income/(loss) | 14 | 14 |
Distributions | (40) | (38) |
Ending Balance | $ 833 | $ 926 |
CONSOLIDATED STATEMENTS OF CA_4
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNITED DOMINION REALTY, L.P.) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities | ||
Net income/(loss) | $ 5,540 | $ 26,602 |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 157,501 | 114,124 |
(Income)/loss from unconsolidated entities | (3,367) | (49) |
Other | (1,215) | 3,910 |
Changes in operating assets and liabilities: | ||
(Increase)/decrease in operating assets | 114 | 2,295 |
Increase/(decrease) in operating liabilities | (31,666) | (17,463) |
Net cash provided by/(used in) operating activities | 135,456 | 137,333 |
Investing Activities | ||
Acquisition of real estate assets | (141,727) | (403,245) |
Capital expenditures and other major improvements - real estate assets | (32,983) | (31,264) |
Distributions received from unconsolidated entities | 3,271 | 10,797 |
Net cash provided by/(used in) investing activities | (214,044) | (459,749) |
Financing Activities | ||
Payments on secured debt | (2,781) | (962) |
Other | (3,964) | 1,706 |
Net cash provided by/(used in) financing activities | 68,226 | 137,679 |
Net increase/(decrease) in cash, cash equivalents, and restricted cash | (10,362) | (184,737) |
Cash, cash equivalents, and restricted cash, beginning of year | 33,291 | 208,891 |
Cash, cash equivalents, and restricted cash, end of period | 22,929 | 24,154 |
Supplemental Information: | ||
Interest paid during the period, net of amounts capitalized | 57,320 | 44,271 |
Non-cash transactions: | ||
Development costs and capital expenditures incurred but not yet paid | 25,568 | 10,745 |
Recognition of operating lease liabilities | 88,336 | |
Dividends declared but not yet paid | 115,259 | 105,548 |
United Dominion Realty L.P. | ||
Operating Activities | ||
Net income/(loss) | 24,640 | 24,334 |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 35,300 | 34,654 |
(Income)/loss from unconsolidated entities | 1,761 | 2,740 |
Other | 880 | 1,364 |
Changes in operating assets and liabilities: | ||
(Increase)/decrease in operating assets | (500) | 2,529 |
Increase/(decrease) in operating liabilities | 3,324 | 3,006 |
Net cash provided by/(used in) operating activities | 65,405 | 68,627 |
Investing Activities | ||
Capital expenditures and other major improvements - real estate assets | (10,960) | (14,271) |
Distributions received from unconsolidated entities | 4,844 | 4,613 |
Net cash provided by/(used in) investing activities | (6,116) | (9,658) |
Financing Activities | ||
Issuance/(repayment) of notes payable to the General Partner | (56,497) | (55,599) |
Distributions paid to partnership unitholders | (2,653) | (2,989) |
Net cash provided by/(used in) financing activities | (59,150) | (58,588) |
Net increase/(decrease) in cash, cash equivalents, and restricted cash | 139 | 381 |
Cash, cash equivalents, and restricted cash, beginning of year | 14,022 | 13,688 |
Cash, cash equivalents, and restricted cash, end of period | 14,161 | 14,069 |
Supplemental Information: | ||
Interest paid during the period, net of amounts capitalized | 10,665 | 5,031 |
Non-cash transactions: | ||
Development costs and capital expenditures incurred but not yet paid | 3,383 | 3,676 |
Recognition of operating lease right-of-use assets | 94,174 | |
Recognition of operating lease liabilities | 88,161 | |
LTIP Unit grants | 5,534 | 10,032 |
Dividends declared but not yet paid | $ 66,833 | $ 63,451 |
CONSOLIDATED STATEMENTS OF CA_5
CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL (UNITED DOMINION REALTY, L.P.) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
The following reconciles cash, cash equivalents, and restricted cash to the total of the same amounts as shown above: | ||||
Cash and cash equivalents | $ 980 | $ 8,106 | $ 1,043 | $ 185,216 |
Restricted cash | 21,949 | 25,185 | 23,111 | 23,675 |
Total cash, cash equivalents, and restricted cash as shown above | 22,929 | 33,291 | 24,154 | 208,891 |
United Dominion Realty L.P. | ||||
The following reconciles cash, cash equivalents, and restricted cash to the total of the same amounts as shown above: | ||||
Cash and cash equivalents | 40 | 24 | 59 | 125 |
Restricted cash | 14,121 | 13,998 | 14,010 | 13,563 |
Total cash, cash equivalents, and restricted cash as shown above | $ 14,161 | $ 14,022 | $ 14,069 | $ 13,688 |
CONSOLIDATION AND BASIS OF PRES
CONSOLIDATION AND BASIS OF PRESENTATION (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
CONSOLIDATION AND BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION Basis of Presentation UDR, Inc., collectively with our consolidated subsidiaries (“UDR,” the “Company,” “we,” “our,” or “us”), is a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, and manages apartment communities. The accompanying consolidated financial statements include the accounts of UDR and its subsidiaries, including United Dominion Realty, L.P. (the “Operating Partnership” or the “OP”) and UDR Lighthouse DownREIT L.P. (the “DownREIT Partnership”). As of March 31, 2020, there were 184.8 million units in the Operating Partnership (“OP Units”) outstanding, of which 176.2 million OP Units (including 0.1 million of general partnership units), or 95.3%, were owned by UDR and 8.6 million OP Units, or 4.7%, were owned by outside limited partners. As of March 31, 2020, there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 18.6 million, or 57.4%, were owned by UDR (including 13.5 million DownREIT Units, or 41.6%, that were held by the Operating Partnership) and 13.8 million, or 42.6%, were owned by outside limited partners. The consolidated financial statements of UDR include the noncontrolling interests of the unitholders in the Operating Partnership and DownREIT Partnership. The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments and eliminations necessary for the fair presentation of our financial position as of March 31, 2020, and results of operations for the three months ended March 31, 2020 and 2019, have been included. Such adjustments are normal and recurring in nature. The interim results presented are not necessarily indicative of results that can be expected for a full year, particularly in light of the novel coronavirus disease (“COVID-19”) pandemic and measures intended to mitigate its spread. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2019 appearing in UDR’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 18, 2020. The accompanying interim unaudited consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the interim unaudited consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted other than those noted in Note 2, Significant Accounting Policies, , Real Estate Owned, Secured and Unsecured Debt, Net Subsequent Event |
United Dominion Realty L.P. | |
Entity information | |
CONSOLIDATION AND BASIS OF PRESENTATION | 1. CONSOLIDATION AND BASIS OF PRESENTATION Basis of Presentation United Dominion Realty, L.P. (“UDR, L.P.,” the “Operating Partnership,” “we” or “our”) is a Delaware limited partnership, that owns, acquires, renovates, redevelops, manages, and disposes of multifamily apartment communities generally located in high barrier to entry markets located in the United States. The high barrier to entry markets are characterized by limited land for new construction, difficult and lengthy entitlement process, expensive single-family home prices and significant employment growth potential. UDR, L.P. is a subsidiary of UDR, Inc. (“UDR” or the “General Partner”), a self-administered real estate investment trust, or REIT, through which UDR conducts a significant portion of its business. During the three months ended March 31, 2020 and 2019, rental revenues of the Operating Partnership represented 35% and 40%, respectively, of the General Partner’s consolidated rental revenues. As of March 31, 2020, the Operating Partnership’s apartment portfolio consisted of 52 communities located in 15 markets consisting of 16,434 apartment homes. Interests in UDR, L.P. are represented by operating partnership units (“OP Units”). The Operating Partnership’s net income is allocated to the partners, which is initially based on their respective distributions made during the year and secondly, their percentage interests. Distributions are made in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. (the “Operating Partnership Agreement”), on a per unit basis that is generally equal to the dividend per share on UDR’s common stock, which is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “UDR.” As of March 31, 2020, there were 184.8 million OP Units outstanding, of which 176.2 million, or 95.3%, were owned by UDR and affiliated entities and 8.6 million, or 4.7%, were owned by non-affiliated limited partners. There were 184.1 million OP Units outstanding as of December 31, 2019, of which 176.2 million, or 95.7%, were owned by UDR and affiliated entities and 7.9 million, or 4.3%, were owned by non-affiliated limited partners. See Note 10, Capital Structure The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments and eliminations necessary for the fair presentation of our financial position as of March 31, 2020, and results of operations for the three months ended March 31, 2020 and 2019, have been included. Such adjustments are normal and recurring in nature. The interim results presented are not necessarily indicative of results that can be expected for a full year, particularly in light of the novel coronavirus disease (“COVID-19”) pandemic and measures intended to mitigate its spread. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2019 included in the Annual Report on Form 10-K filed by UDR and the Operating Partnership with the SEC on February 18, 2020. The accompanying interim unaudited consolidated statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the interim unaudited consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. All intercompany accounts and transactions have been eliminated in consolidation. The Operating Partnership evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted other than those noted in Note 6, Debt, net Subsequent Event. |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses, basis through a cumulative-effect adjustment to retained earnings of approximately $2.2 million on that date, which was primarily associated with our notes receivable. The Company concluded the cumulative effect was not material to our consolidated financial statements. Disclosures were updated pursuant to the requirements of the ASU. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Principles of Consolidation The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Company generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Company will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Company sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Company will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Company will record a full gain or loss in the period the property is contributed. To the extent that the Company acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Company will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Company will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Company will not recognize a gain or loss on consolidation of a property. Allowance for Credit Losses The Company accounts for allowance for credit losses under the current expected credit loss (“CECL”) impairment model for its financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and presents the net amount of the financial instrument expected to be collected. The CECL impairment model excludes operating lease receivables. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, we analyze the following criteria, as applicable in developing allowances for credit losses: historical loss information, the borrower’s ability to make scheduled payments, the remaining time to maturity, the value of underlying collateral, projected future performance of the borrower and macroeconomic trends. The Company measures credit losses of financial assets on a collective (pool) basis when similar risk characteristics exist. If the Company determines that a financial asset does not share risk characteristics with its other financial assets, the Company evaluates the financial asset for expected credit losses on an individual basis. Allowance for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in Interest income and other income/(expense), net The Company has made the optional election provided by the standard not to measure allowance for credit losses for accrued interest receivables as the Company writes off any uncollectible accrued interest receivables in a timely manner. The Company periodically evaluates the collectability of its accrued interest receivables. A write-off is recorded when the Company concludes that all or a portion of its accrued interest receivable balance is no longer collectible. Notes Receivable Notes receivable relate to financing arrangements which are typically secured by real estate, real estate related projects or other assets. Certain of the loans we extend may include characteristics such as options to purchase the project within a specific time window following expected project completion. These characteristics can cause the loans to fall under the definition of a VIE, and thus trigger consolidation consideration. We consider the facts and circumstances pertinent to each loan, including the relative amount of financing we are contributing to the overall project cost, decision making rights or control we hold, and our rights to expected residual gains or our obligations to absorb expected residual losses from the project. If we are deemed to be the primary beneficiary of a VIE due to holding a controlling financial interest, the majority of decision making control, or by other means, consolidation of the VIE would be required. The Company has concluded that it is not the primary beneficiary of the borrowing entities which were deemed to be VIEs. Additionally, we analyze each loan arrangement that involves real estate development to consider whether the loan qualifies for accounting as a loan or as an investment in a real estate development project. The Company has evaluated its real estate loans, where appropriate, for accounting treatment as loans versus real estate development projects, as required by ASC 310-10. For each loan, the Company has concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate. The following table summarizes our Notes receivable, net dollars in thousands): Interest rate at Balance Outstanding March 31, March 31, December 31, 2020 2020 2019 Note due April 2020 (a) 12.00 % $ 20,000 $ 20,000 Note due October 2020 (b) 8.00 % — 2,250 Note due October 2022 (c) 4.75 % 115,000 115,000 Note due January 2023 (d) 10.00 % 17,300 16,400 Notes Receivable 152,300 153,650 Allowance for credit losses (757) — Total notes receivable, net $ 151,543 $ 153,650 (a) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, all of which has been funded. The note is secured by a parcel of land and related land improvements. Interest payments up to December 2019 are due when the loan matures and interest payments after December 2019 are due monthly. In April 2020, the terms of the secured note were amended to extend the term to May 30, 2022, to adjust the interest rate to 8.0% and to add some covenants of the Borrower. (b) In March 2020, the Company entered into a purchase agreement to acquire all of the unaffiliated third party’s intellectual property in exchange for cancellation of the secured note and accrued interest. All property acquired was recorded in Other assets on the Consolidated Balance Sheets. (c) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $115.0 million, all of which has been funded. Interest payments are due when the loan matures. The note is secured by a first priority deed of trust on an under construction 259 apartment home operating community in Bellevue, Washington, which is expected to be completed in 2020. When the note was funded, the Company also entered into a purchase option agreement and paid a deposit of $10.0 million, which gives the Company the option to acquire the community at a fixed price of $170.0 million. The purchase option must be exercised within 30 days following the date the temporary certificate of occupancy for the residential portion of the project is issued. The deposit is generally nonrefundable other than due to a failure of closing conditions pursuant to the terms of the agreement. If the Company does not exercise the purchase option, or if the Company exercises and fails to close the purchase other than due to seller’s failure or other breaches in the purchase option agreement, per the terms of the agreement, the note will be modified to extend the maturity date to 10 years following the date the temporary certificate of occupancy is issued. Upon modification, the loan will be interest only for the first three years and after such date payments will be based on a 30-year amortization schedule. (d) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, of which $17.3 million has been funded, including $0.9 million funded during the three months ended March 31, 2020. Interest payments are due monthly. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) January 2023. During 2020, the terms of this secured note were amended to increase the aggregate commitment from $16.4 million to $20.0 million, to extend the maturity date of the note to January 2023 and for the April 2020 through July 2020 interest payments to be deferred and paid when the note matures The Company recognized $2.6 million and $1.1 million of interest income for the notes receivable described above during the three months ended March 31, 2020 and 2019, respectively, none of which was related party interest. Interest income is included in Interest income and other income/(expense), net Comprehensive Income/(Loss) Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three months ended March 31, 2020 and 2019, the Company’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges, (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) into earnings, and the allocation of other comprehensive income/(loss) to noncontrolling interests. The (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) is included in Interest expense Derivatives and Hedging Activity, Income Taxes Due to the structure of the Company as a REIT and the nature of the operations for the operating properties, no provision for federal income taxes has been provided for at UDR. Historically, the Company has generally incurred only state and local excise and franchise taxes. UDR has elected for certain consolidated subsidiaries to be treated as taxable REIT subsidiaries (“TRS”). Income taxes for our TRS are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets/(liabilities) are generally the result of differing depreciable lives on capitalized assets, temporary differences between book and tax basis of assets and liabilities and timing of expense recognition for certain accrued liabilities. As of March 31, 2020 and December 31, 2019, UDR’s net deferred tax asset/(liability) was $(1.4) million and $(1.6) million, respectively. GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company recognizes its tax positions and evaluates them using a two-step process. First, UDR determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement. The Company invests in assets that qualify for federal investment tax credits (“ITC”) through our TRS. An ITC reduces federal income taxes payable when qualifying depreciable property is acquired. The ITC is determined as a percentage of cost of the assets. The Company accounts for ITCs under the deferral method, under which the tax benefit from the ITC is deferred and amortized as a tax benefit into Tax (provision)/benefit, net Accounts payable, accrued expenses and other liabilities UDR had no material unrecognized tax benefit, accrued interest or penalties at March 31, 2020. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2016 through 2018 remain open to examination by tax jurisdictions to which we are subject. When applicable, UDR recognizes interest and/or penalties related to uncertain tax positions in Tax (provision)/benefit, net Forward Sales Agreements The Company utilizes forward sales agreements for the future issuance of its common stock. When the Company enters into a forward sales agreement, the contract requires the Company to sell its shares to a counterparty at a predetermined price at a future date. The net sales price and proceeds attained by the Company will be determined on the dates of settlement, with adjustments during the term of the contract for the Company’s anticipated dividends as well as for a daily interest factor that varies with changes in the federal funds rate. The Company generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances. The Company accounts for the shares of common stock reserved for issuance upon settlement as equity in accordance with ASC 815-40, Contracts in Entity's Own Equity The guidance establishes a two-step process for evaluating whether an equity-linked financial instrument is considered indexed to its own stock, first, evaluating the instrument’s contingent exercise provisions and second, evaluating the instrument’s settlement provisions. When entering into forward sales agreements, we determined that (i) none of the agreement’s exercise contingencies are based on observable markets or indices besides those related to the market for our own stock price; and (ii) none of the settlement provisions preclude the agreements from being indexed to our own stock. Before the issuance of shares of common stock, upon physical or net share settlement of the forward sales agreements, the Company expects that the shares issuable upon settlement of the forward sales agreements will be reflected in its diluted income/(loss) per share calculations using the treasury stock method. Under this method, the number of shares of common stock used in calculating diluted income/(loss) per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the forward sales agreements over the number of shares of common stock that could be purchased by the Company in the open market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). When the Company physically or net share settles any forward sales agreement, the delivery of shares of common stock would result in an increase in the number of weighted average common shares outstanding and dilution to basic income/(loss) per share. (See Note 8, Income/(Loss) per Share |
United Dominion Realty L.P. | |
Entity information | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses, updated standard became effective for the Operating Partnership on January 1, 2020 and was adopted on a modified retrospective basis. However, as the Operating Partnership’s financial assets primarily relate to receivables arising from operating leases, the ASU did not have a material impact on the consolidated financial statements. Disclosures were updated pursuant to the requirements of the ASU. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Principles of Consolidation The Operating Partnership accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Operating Partnership first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Operating Partnership consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Operating Partnership consolidates an entity when it controls the entity through ownership of a majority voting interest. Income/(Loss) Per Operating Partnership Unit Basic income/(loss) per OP Unit is computed by dividing net income/(loss) attributable to the general and limited partner unitholders by the weighted average number of general and limited partner units outstanding during the year. Diluted income/(loss) per OP Unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units or resulted in the issuance of OP Units and then shared in the income/(loss) of the Operating Partnership. Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Operating Partnership generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Operating Partnership will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Operating Partnership sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Operating Partnership will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Operating Partnership will record a full gain or loss in the period the property is contributed. To the extent that the Operating Partnership acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Operating Partnership will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Operating Partnership will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Operating Partnership will not recognize a gain or loss on consolidation of a property. Income Taxes The taxable income or loss of the Operating Partnership is reported on the tax returns of the partners. Accordingly, no provision has been made in the accompanying financial statements for federal or state income taxes on income that is passed through to the partners. However, any state or local revenue, excise or franchise taxes that result from the operating activities of the Operating Partnership are recorded at the entity level. The Operating Partnership’s tax returns are subject to examination by federal and state taxing authorities. Net income for financial reporting purposes differs from the net income for income tax reporting purposes primarily due to temporary differences, principally real estate depreciation and the tax deferral of certain gains on property sales. The differences in depreciation result from differences in the book and tax basis of certain real estate assets and the differences in the methods of depreciation and lives of the real estate assets. The Operating Partnership evaluates the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing the Operating Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management of the Operating Partnership is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which include federal and certain states. The Operating Partnership has no examinations in progress and none are expected at this time. Management of the Operating Partnership has reviewed all open tax years (2016 through 2018) of tax jurisdictions and concluded there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. |
REAL ESTATE OWNED (UNITED DOMIN
REAL ESTATE OWNED (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
REAL ESTATE OWNED | 3. REAL ESTATE OWNED Real estate assets owned by the Company consist of income producing operating properties, properties under development, land held for future development, and held for disposition properties. As of March 31, 2020, the Company owned and consolidated 150 communities in 13 states plus the District of Columbia totaling 47,579 apartment homes. The following table summarizes the carrying amounts for our real estate owned (at cost) as of March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Land $ 2,163,055 $ 2,164,032 Depreciable property — held and used: Land improvements 225,850 224,964 Building, improvements, and furniture, fixtures and equipment 10,178,547 10,102,758 Real estate intangible assets 40,570 40,570 Under development: Land and land improvements 29,226 29,226 Building, improvements, and furniture, fixtures and equipment 66,100 40,551 Real estate held for disposition: Land and land improvements 16,245 — Building, improvements, and furniture, fixtures and equipment 98,405 — Real estate owned 12,817,998 12,602,101 Accumulated depreciation (4,272,471) (4,131,353) Real estate owned, net $ 8,545,527 $ 8,470,748 Acquisitions In January 2020, the Company acquired a 294 apartment home operating community located in Tampa, Florida for approximately $85.2 million. The Company increased its real estate assets owned by approximately $83.1 million and recorded approximately $2.1 million of in-place lease intangibles. In January 2020, the Company increased its ownership interest from 49% to 100% in a 276 apartment home operating community located in Hillsboro, Oregon, for a cash purchase price of approximately $21.6 million. In connection with the acquisition, the Company repaid approximately $35.6 million of joint venture construction financing. As a result, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as a preferred equity investment in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships no Dispositions In March 2020, the Company received a nonrefundable deposit on the pending sale of an operating community located in Seattle, Washington. The asset is included in Real estate held for disposition Sheet as of March 31, 2020. The sale is expected to close in the second quarter of 2020 at a gross sales price of $49.7 million. In May 2020, the Company sold an operating community in Seattle, Washington with a total of 196 apartment homes for gross proceeds of $92.9 million, resulting in a gain of approximately $31.7 million. The asset is included in Real estate held for disposition Other Activity Predevelopment, development, and redevelopment projects and related costs are capitalized and reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation In connection with the acquisition of certain properties, the Company agreed to pay certain of the tax liabilities of certain contributors if the Company sells one or more of the properties contributed in a taxable transaction prior to the expiration of specified periods of time following the acquisition. The Company may, however, sell, without being required to pay any tax liabilities, any of such properties in a non-taxable transaction, including, but not limited to, a tax-deferred Section 1031 exchange. Further, the Company has agreed to maintain certain debt that may be guaranteed by certain contributors for specified periods of time following the acquisition. The Company, however, has the ability to refinance or repay guaranteed debt or to substitute new debt if the debt and the guaranty continue to satisfy certain conditions. |
United Dominion Realty L.P. | |
Entity information | |
REAL ESTATE OWNED | 3. REAL ESTATE OWNED Real estate assets owned by the Operating Partnership consist of income producing operating properties, properties under development, land held for future development, and sold or held for disposition properties. At March 31, 2020, the Operating Partnership owned and consolidated 52 communities in nine states plus the District of Columbia totaling 16,434 apartment homes. The following table summarizes the carrying amounts for our real estate owned (at cost) as of March 31, 2020 and December 31, 2019 (dollars in thousands) March 31, December 31, 2020 2019 Land $ 711,256 $ 711,256 Depreciable property — held and used: Land improvements 97,807 96,864 Buildings, improvements, and furniture, fixtures and equipment 3,077,550 3,067,040 Real estate owned 3,886,613 3,875,160 Accumulated depreciation (1,831,814) (1,796,568) Real estate owned, net $ 2,054,799 $ 2,078,592 Acquisitions The Operating Partnership did not have any acquisitions of real estate during the three months ended March 31, 2020. Dispositions The Operating Partnership did not have any dispositions of real estate during the three months ended March 31, 2020. Other Activity Predevelopment, development, and redevelopment projects and related costs are capitalized and reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation In connection with the acquisition of certain properties, the Operating Partnership agreed to pay certain of the tax liabilities of certain contributors if the Operating Partnership sells one or more of the properties contributed in a taxable transaction prior to the expiration of specified periods of time following the acquisition. The Operating Partnership may, however, sell, without being required to pay any tax liabilities, any of such properties in a non-taxable transaction, including, but not limited to, a tax deferred Section 1031 exchange. Further, the Operating Partnership has agreed to maintain certain debt that may be guaranteed by certain contributors for specified periods of time following the acquisition. The Operating Partnership, however, has the ability to refinance or repay guaranteed debt or to substitute new debt if the debt and the guaranty continue to satisfy certain conditions. |
UNCONSOLIDATED ENTITIES (UNITED
UNCONSOLIDATED ENTITIES (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
Unconsolidated entities | |
UNCONSOLIDATED ENTITIES | 5. JOINT VENTURES AND PARTNERSHIPS UDR has entered into joint ventures and partnerships with unrelated third parties to own, operate, acquire, renovate, develop, redevelop, dispose of, and manage real estate assets that are either consolidated and included in Real estate owned Investment in and advances to unconsolidated joint ventures, net Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. UDR’s joint ventures and partnerships are funded with a combination of debt and equity. Our losses are typically limited to our investment and except as noted below, the Company does not guarantee any debt, capital payout or other obligations associated with our joint ventures and partnerships. The Company recognizes earnings or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net earnings or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services to the unconsolidated joint ventures and partnerships. The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of March 31, 2020 and December 31, 2019 (dollars in thousands) Number of Number of Operating Apartment Income/(loss) from investments Communities Homes Investment at UDR’s Ownership Interest Three Months Ended Location of March 31, March 31, March 31, December 31, March 31, December 31, March 31, Joint Venture Properties 2020 2020 2020 2019 2020 2019 2020 2019 Operating: UDR/MetLife I Los Angeles, CA 1 150 $ 28,570 $ 28,812 50.0 % 50.0 % $ (454) $ (576) UDR/MetLife II Various 7 1,250 150,652 150,893 50.0 % 50.0 % (91) 434 Other UDR/MetLife Joint Ventures Various 5 1,437 94,109 98,441 50.6 % 50.6 % (1,811) (1,777) West Coast Development Joint Ventures Los Angeles, CA 1 293 34,943 34,907 47.0 % 47.0 % (77) (149) Sold Joint Ventures — — — % — % — (1,819) Investment in and advances to unconsolidated joint ventures, net, before preferred equity investments and other investments $ 308,274 $ 313,053 $ (2,433) $ (3,887) Income/(loss) from investments Investment at Three Months Ended Developer Capital Program Years To UDR March 31, December 31, March 31, and Other Investments (a) Location Rate Maturity Commitment (b) 2020 2019 2020 2019 Preferred equity investments: West Coast Development Joint Ventures (c) Hillsboro, OR 6.5 % N/A $ — $ — $ 17,064 $ (46) $ (161) 1532 Harrison San Francisco, CA 11.0 % 2.3 24,645 31,426 30,585 836 748 1200 Broadway (d) Nashville, TN 8.0 % 2.5 55,558 65,254 63,958 1,281 1,169 Junction Santa Monica, CA 12.0 % 2.3 8,800 10,693 10,379 314 275 1300 Fairmount (d) Philadelphia, PA Variable 3.4 51,393 55,840 51,215 1,166 275 Essex Orlando, FL 12.5 % 3.4 12,886 15,270 14,804 466 332 Modera Lake Merritt (d) Oakland, CA 9.0 % 4.0 27,250 28,653 22,653 574 — Thousand Oaks (e) Thousand Oaks, CA 9.0 % 4.9 20,059 5,994 — 24 — Other investments: The Portals Washington, D.C. 11.0 % 1.2 38,559 49,323 48,181 1,335 1,173 Other investment ventures N/A N/A N/A $ 34,500 14,364 13,598 (150) 125 Total Developer Capital Program and Other Investments 276,817 272,437 5,800 3,936 Total Joint Ventures and Developer Capital Program Investments, net (f) $ 585,091 $ 585,490 $ 3,367 $ 49 (a) The Developer Capital Program is the program through which the Company makes investments, including preferred equity investments, mezzanine loans or other structured investments that may receive a fixed yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property and/or holds fixed price purchase options. (b) Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments. (c) In January 2020, the Company increased its ownership interest from 49% to 100% in the 276 apartment home operating community located in Hillsboro, Oregon, for a cash purchase price of approximately $21.6 million. As a result, the Company consolidated the operating community and it is no longer accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned ). In connection with the purchase, the Company repaid the joint venture’s construction loan of approximately $35.6 million. (d) The Company’s preferred equity investment receives a variable percentage of the value created from the project upon a capital or liquidating event. (e) In February 2020, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 142 apartment home community in Thousand Oaks, CA. The Company’s preferred equity investment of up to $20.1 million earns a preferred return of 9.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and, therefore, accounts for it under the equity method of accounting. (f) As of March 31, 2020, the Company’s negative investment in 13 th and Market Properties LLC of $3.3 million is included in Other UDR/MetLife Joint Ventures in the table above and recorded in Accounts payable, accrued expenses, and other liabilities on the Consolidated Balance Sheet. As of March 31, 2020 and December 31, 2019, the Company had deferred fees of $9.0 million and $9.0 million, respectively, which will be recognized through earnings over the weighted average life of the related properties, upon the disposition of the properties to a third party, or upon completion of certain development obligations. The Company recognized management fees of $1.4 million and $ 2.8 million for the three months ended March 31, 2020 and 2019, respectively, for management of the communities held by the joint ventures and partnerships. The management fees are included in Joint venture management and other fees on the Consolidated Statements of Operations. The Company may, in the future, make additional capital contributions to certain of our joint ventures and partnerships should additional capital contributions be necessary to fund acquisitions or operations. We evaluate our investments in unconsolidated joint ventures and partnerships when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. The Company did not recognize any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the three months ended March 31, 2020 and 2019. Combined summary balance sheets relating to the unconsolidated joint ventures’ and partnerships’ (not just our proportionate share) are presented below as of March 31, 2020 and December 31, 2019 ( dollars in thousands March 31, December 31, 2020 2019 Total real estate, net $ 1,868,502 $ 1,901,081 Cash and cash equivalents 32,486 29,823 Other assets 180,893 172,941 Total assets $ 2,081,881 $ 2,103,845 Third party debt, net $ 1,136,306 $ 1,148,048 Accounts payable and accrued liabilities 50,262 55,114 Total liabilities 1,186,568 1,203,162 Total equity $ 895,313 $ 900,683 Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three months ended March 31, 2020 and 2019 ( dollars in thousands : Three Months Ended March 31, 2020 2019 Total revenues $ 41,314 $ 81,532 Property operating expenses 15,297 30,312 Real estate depreciation and amortization 16,243 29,580 Operating income/(loss) 9,774 21,640 Interest expense (10,347) (21,924) Net unrealized gain/(loss) on held investments — 1,522 Other income/(loss) (8) 103 Net income/(loss) $ (581) $ 1,341 (1) |
United Dominion Realty L.P. | |
Unconsolidated entities | |
UNCONSOLIDATED ENTITIES | 4. UNCONSOLIDATED ENTITIES The DownREIT Partnership is accounted for by the Operating Partnership under the equity method of accounting and is included in Investment in unconsolidated entities The DownREIT Partnership is a VIE as the limited partners lack substantive kick-out rights and substantive participating rights. The Operating Partnership is not the primary beneficiary of the DownREIT Partnership as it lacks the power to direct the activities that most significantly impact its economic performance and will continue to account for its interest as an equity method investment. See Note 2, Significant Accounting Policies As of March 31, 2020, the DownREIT Partnership owned 12 communities with 5,657 apartment homes. The Operating Partnership’s investment in the DownREIT Partnership was $69.6 million and $76.2 million as of March 31, 2020 and December 31, 2019, respectively. Combined summary balance sheets relating to all of the DownREIT Partnership (not just our proportionate share) are presented below as of March 31, 2020 and December 31, 2019 ( dollars in thousands March 31, December 31, 2020 2019 Total real estate, net $ 1,088,125 $ 1,106,703 Cash and cash equivalents 20 20 Note receivable from the General Partner 220,622 222,853 Other assets 5,312 4,829 Total assets $ 1,314,079 $ 1,334,405 Secured debt, net $ 426,724 $ 427,592 Other liabilities 23,628 28,087 Total liabilities 450,352 455,679 Total capital $ 863,727 $ 878,726 Combined summary financial information relating to all of the DownREIT Partnership (not just our proportionate share) is presented below for the three months ended March 31, 2020 and 2019 ( dollars in thousands : Three Months Ended March 31, 2020 2019 Total revenue $ 32,678 $ 31,606 Property operating expenses (13,309) (13,096) Real estate depreciation and amortization (20,986) (20,294) Operating income/(loss) (1,617) (1,784) Interest expense (3,618) (3,888) Other income/(loss) 1,889 1,988 Net income/(loss) $ (3,346) $ (3,684) |
LEASES (UNITED DOMINION REALTY,
LEASES (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
LEASES | 6. LEASES Lessee - Ground Leases UDR owns six communities that are subject to ground leases, under which UDR is the lessee, expiring between 2043 and 2103, inclusive of extension options we are reasonably certain will be exercised. All of these leases are classified as operating leases through the lease term expiration based on our election of the practical expedient provided by the leasing standard. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the remaining lease term. We currently do not hold any finance leases. The Company also elected the short-term lease exception provided by the leasing standard and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. No leases qualified for the short-term lease exception during the three months ended March 31, 2020 and 2019. As of March 31, 2020, the Operating lease right-of-use assets Operating lease liabilities Operating lease right-of-use assets Operating lease liabilities As the discount rate implicit in the leases was not readily determinable, we determined the discount rate for these leases utilizing the Company’s incremental borrowing rate at a portfolio level, adjusted for the remaining lease term, and the form of underlying collateral. The weighted average remaining lease term for these leases was 44.5 years at March 31, 2020 and the weighted average discount rate was 5.0% at March 31, 2020. Future minimum lease payments and total operating lease liabilities from our ground leases as of March 31, 2020 are as follows (dollars in thousands): Ground Leases 2020 $ 9,330 2021 12,442 2022 12,442 2023 12,442 2024 12,442 Thereafter 455,221 Total future minimum lease payments (undiscounted) 514,319 Difference between future undiscounted cash flows and discounted cash flows (316,490) Total operating lease liabilities (discounted) $ 197,829 For purposes of recognizing our ground lease contracts, the Company uses the minimum lease payments, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on a change in an index or a rate (i.e., changes in fair market rental rates or changes in the consumer price index) but that does not include a specified minimum lease payment, the Company uses the current rent over the remainder of the lease term. If there is a contingency upon which some or all of the variable lease payments that will be paid over the remainder of the lease term are based, which is resolved such that those payments now meet the definition of lease payments, the Company will remeasure the right-of-use asset and lease liability on the reset date. The components of operating lease expenses were as follows (dollars in thousands) Three Months Ended March 31, 2020 2019 Lease expense: Contractual lease expense $ 3,170 $ 2,159 Variable lease expense (a) 43 139 Total operating lease expense (b)(c) $ 3,213 $ 2,298 (a) Variable lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Lease expense is reported within the line item Other operating expenses on the Consolidated Statements of Operations. (c) For the three months ended March 31, 2020, Operating lease right-of-use assets and Operating lease liabilities amortized by $0.8 million and $0.7 million, respectively, and for the three months ended March 31, 2019 Operating lease right-of-use assets and Operating lease liabilities amortized by $0.2 million and $0.1 million, respectively. The Company recorded $0.1 million and $0.1 million of total operating lease expense during the three months ended March 31, 2020 and 2019, respectively, due to the net impact of the amortization. Lessor - Apartment Home, Retail and Commercial Space Leases UDR’s communities and retail and commercial space are leased to tenants under operating leases. As of March 31, 2020, our apartment home leases generally have initial terms of 12 months or less and represent approximately 98.4% of our total lease revenue. As of March 31, 2020, our retail and commercial space leases generally have initial terms of between 5 and 15 years and represent approximately 1.6% of our total lease revenue. Our apartment home leases are generally renewable at the end of the lease term, subject to potential increases in rental rates, and our retail and commercial space leases generally have renewal options, subject to associated increases in rental rates due to market based or fixed price renewal options and certain other conditions. (See Note 14, Reportable Segments Future minimum lease payments from our retail and commercial leases as of March 31, 2020 are as follows (dollars in thousands): Retail and Commercial Leases 2020 $ 16,849 2021 22,487 2022 20,781 2023 19,317 2024 17,594 Thereafter 81,662 Total future minimum lease payments (a) $ 178,690 (a) We have excluded our apartment home leases from this table as our apartment home leases generally have initial terms of 12 months or less. Certain of our leases with retail and commercial tenants provide for the payment by the lessee of additional variable rent based on a percentage of the tenant’s revenue. The amounts shown in the table above do not include these variable percentage rents. The Company recorded variable percentage rents of $0.1 million and less than $0.2 million during the three months ended March 31, 2020 and 2019, respectively. |
United Dominion Realty L.P. | |
Entity information | |
LEASES | 5. LEASES Lessee - Ground and Equipment Leases The Operating Partnership owns six communities that are subject to ground leases, under which the Operating Partnership is the lessee, expiring between 2043 and 2103, inclusive of extension options we are reasonably certain will be exercised. All of these leases are classified as operating leases through the lease term expiration based on our election of the practical expedient provided by the leasing standard. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the remaining lease term. In addition, the Operating Partnership leases equipment at The Operating Partnership also elected the short-term lease exception provided by the leasing standard and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. No leases qualified for the short-term lease exception during the three months ended March 31, 2020 and 2019. As of March 31, 2020, the Operating lease right-of-use assets Operating lease liabilities Operating lease right-of-use assets Operating lease liabilities As the discount rate implicit in the leases was not readily determinable, we determined the discount rate for these leases utilizing the Operating Partnership’s incremental borrowing rate at a portfolio level, adjusted for the remaining lease term, and the form of underlying collateral. The weighted average remaining lease term for these leases was 44.5 years at March 31, 2020 and the weighted average discount rate was 5.0% at March 31, 2020. Future minimum lease payments and total operating lease liabilities from our ground and equipment leases as of March 31, 2020 are as follows (dollars in thousands): Ground Leases Equipment Leases Total 2020 $ 9,330 $ 108 $ 9,438 2021 12,442 147 12,589 2022 12,442 150 12,592 2023 12,442 153 12,595 2024 12,442 156 12,598 Thereafter 455,221 795 456,016 Total future minimum lease payments (undiscounted) 514,319 1,509 515,828 Difference between future undiscounted cash flows and discounted cash flows (316,490) (189) (316,679) Total operating lease liabilities (discounted) $ 197,829 $ 1,320 $ 199,149 For purposes of recognizing our ground lease contracts, the Operating Partnership uses the minimum lease payments, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on a change in an index or a rate (i.e., changes in fair market rental rates or changes in the consumer price index) but that does not include a specified minimum lease payment, the Operating Partnership uses the current rent over the remainder of the lease term. If there is a contingency, upon which some or all of the variable lease payments that will be paid over the remainder of the lease term are based, which is resolved such that those payments now meet the definition of lease payments, the Operating Partnership will remeasure the right-of-use asset and lease liability on the reset date. The components of operating lease expenses from our ground and equipment leases were as follows (dollars in thousands) Three Months Ended March 31, 2020 2019 Ground lease expense: Contractual ground lease rent expense $ 3,170 $ 2,140 Variable ground lease expense (a) 43 139 Total ground lease expense (b) 3,213 2,279 Contractual equipment lease expense (b) 36 - Total operating lease expense (c) $ 3,249 $ 2,279 (a) Variable ground lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Ground lease and equipment lease expense are reported within the line item Other operating expenses on the Consolidated Statements of Operations. (c) For the three months ended March 31, 2020, Operating lease right-of-use assets and Operating lease liabilities amortized by $0.9 million and $0.9 million, respectively. The Operating Partnership recorded $0.1 million and $0.1 million of total operating lease expense during the three months ended March 31, 2020 and 2019, respectively, due to the net impact of the amortization. Lessor - Apartment Home and Retail and Commercial Leases The Operating Partnership’s communities and retail and commercial space are leased to tenants under operating leases. As of March 31, 2020, our apartment home leases generally have initial terms of 12 months or less and represent 98.4% of our total lease revenue. As of March 31, 2020, our retail and commercial space leases generally have initial terms between 5 and 15 years and represent approximately 1.6% of our total lease revenue. Our apartment home leases are generally renewable at the end of the lease term, subject to potential increases in rental rates, and our retail and commercial space leases generally have renewal options, subject to associated increases in rental rates and certain other conditions. (See Note 12, Reportable Segments Future minimum lease payments from our retail and commercial leases as of March 31, 2020 are as follows (dollars in thousands): Retail and Commercial Leases 2020 $ 5,678 2021 7,311 2022 6,688 2023 6,361 2024 5,693 Thereafter 14,807 Total future minimum lease payments (a) $ 46,538 (a) We have excluded our apartment home leases from this table as our apartment home leases generally have initial terms of 12 months of less. Certain of our leases with retail and commercial tenants provide for the payment by the lessee of additional variable rent based on a percentage of the tenant’s revenue. The amounts shown in the table above do not include these variable percentage rents. The Operating Partnership recorded variable percentage rents of less than $0.1 million and less than $0.1 million during the three months ended March 31, 2020 and 2019, respectively. |
DEBT, NET (UNITED DOMINION REAL
DEBT, NET (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
DEBT, NET | 7. SECURED AND UNSECURED DEBT, NET The following is a summary of our secured and unsecured debt at March 31, 2020 and December 31, 2019 ( dollars in thousands Principal Outstanding As of March 31, 2020 Weighted Weighted Average Average Number of March 31, December 31, Interest Years to Communities 2020 2019 Rate Maturity Encumbered Secured Debt: Fixed Rate Debt Mortgage notes payable (a) $ 883,249 $ 884,869 3.61 % 5.9 15 Credit facilities (b) 203,429 204,590 4.90 % 2.8 4 Deferred financing costs and other non-cash adjustments 30,585 33,046 Total fixed rate secured debt, net 1,117,263 1,122,505 3.85 % 5.3 19 Variable Rate Debt Tax-exempt secured notes payable (c) 27,000 27,000 1.91 % 12.0 1 Deferred financing costs (62) (64) Total variable rate secured debt, net 26,938 26,936 1.91 % 12.0 1 Total Secured Debt, net 1,144,201 1,149,441 3.80 % 5.5 20 Unsecured Debt: Variable Rate Debt Borrowings outstanding under unsecured credit facility due January 2023 (d) (m) 50,000 — 1.75 % 2.8 Borrowings outstanding under unsecured commercial paper program due April 2020 (e) (m) (n) 215,000 300,000 1.58 % 0.1 Borrowings outstanding under unsecured working capital credit facility due January 2021 24,797 16,583 1.82 % 0.8 Term Loan due September 2023 (d) (m) 35,000 35,000 2.48 % 3.5 Fixed Rate Debt 1.93% Term Loan due September 2023 (d) (m) 315,000 315,000 1.93 % 3.5 3.75% Medium-Term Notes due July 2024 (net of discounts of $443 and $470, respectively) (g) (m) 299,557 299,530 3.75 % 4.3 8.50% Debentures due September 2024 15,644 15,644 8.50 % 4.5 4.00% Medium-Term Notes due October 2025 (net of discounts of $379 and $396, respectively) (h) (m) 299,621 299,604 4.00 % 5.5 2.95% Medium-Term Notes due September 2026 (m) 300,000 300,000 2.95 % 6.4 3.50% Medium-Term Notes due July 2027 (net of discounts of $511 and $529, respectively) (m) 299,489 299,471 3.50 % 7.3 3.50% Medium-Term Notes due January 2028 (net of discounts of $924 and $954, respectively) (m) 299,076 299,046 3.50 % 7.8 4.40% Medium-Term Notes due January 2029 (net of discounts of $5 and $5, respectively) (i) (m) 299,995 299,995 4.40 % 8.8 3.20% Medium-Term Notes due January 2030 (net of premiums of $13,442 and $2,281, respectively) (j) (m) 613,442 402,281 3.20 % 9.8 3.00% Medium-Term Notes due August 2031 (net of discounts of $1,099 and $1,123, respectively) (k) (m) 398,901 398,877 3.00 % 11.4 3.10% Medium-Term Notes due November 2034 (net of discounts of $1,287 and $1,309, respectively) (l) (m) 298,713 298,691 3.10 % 14.6 Other 12 13 Deferred financing costs (23,310) (21,652) Total Unsecured Debt, net 3,740,937 3,558,083 3.29 % 7.5 Total Debt, net $ 4,885,138 $ 4,707,524 3.28 % 7.1 For purposes of classification of the above table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument. Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of March 31, 2020, secured debt encumbered $2.1 billion or 16.6% of UDR’s total real estate owned based upon gross book value ($10.7 billion or 83.4% of UDR’s real estate owned based on gross book value is unencumbered). (a) The Company will from time to time acquire properties subject to fixed rate debt instruments. In those situations, the Company records the debt at its estimated fair value and amortizes any difference between the fair value and par value to interest expense over the life of the underlying debt instrument. (b) During the three months ended March 31, 2020 and 2019, the Company had $2.6 million and $0.6 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties inclusive of its fixed rate mortgage notes payable and credit facilities, which was included in Interest expense (c) (d) six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of September 30, 2023. Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 90 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 75 to 145 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 80 to 165 basis points. The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable. The following is a summary of short-term bank borrowings under the Revolving Credit Facility at March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Total revolving credit facility $ 1,100,000 $ 1,100,000 Borrowings outstanding at end of period (1) 50,000 — Weighted average daily borrowings during the period ended 11,538 55 Maximum daily borrowings during the period ended 50,000 20,000 Weighted average interest rate during the period ended 1.8 % 2.6 % Interest rate at end of the period 1.8 % — % (1) Excludes $2.5 million and $2.9 million of letters of credit at March 31, 2020 and December 31, 2019, respectively . (e) The following is a summary of short-term bank borrowings under the unsecured commercial paper program at March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Total unsecured commercial paper program $ 500,000 $ 500,000 Borrowings outstanding at end of period 215,000 300,000 Weighted average daily borrowings during the period ended 346,978 173,353 Maximum daily borrowings during the period ended 500,000 435,000 Weighted average interest rate during the period ended 1.8 % 2.5 % Interest rate at end of the period 1.6 % 2.0 % (f) 82.5 basis points. Depending on the Company’s credit rating, the margin ranges from 75 to 145 basis points. The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Total working capital credit facility $ 75,000 $ 75,000 Borrowings outstanding at end of period 24,797 16,583 Weighted average daily borrowings during the period ended 25,212 23,487 Maximum daily borrowings during the period ended 46,419 66,170 Weighted average interest rate during the period ended 2.2 % 3.1 % Interest rate at end of the period 1.8 % 2.6 % (g) (h) (i) (j) In February 2020, the Company issued $200.0 million of 3.20% senior unsecured medium-term notes due 2030. Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. The notes were priced at 105.660% of the principal amount at issuance. This was a further issuance of the 2030 notes, and forms a single series with, the $300.0 million aggregate principal amount of the Company’s 3.20% notes due 2030 that were issued in July 2019 and the $100.0 million aggregate principal amount of the Company’s 3.20% notes due 2030 that were issued in October 2019. As of the completion of the offering, the aggregate principal amount of outstanding 2030 notes was $600.0 million. (k) (l) . (m) The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to March 31, 2020 are as follows (dollars in thousands): Total Fixed Total Variable Total Total Total Year Secured Debt Secured Debt Secured Debt Unsecured Debt Debt 2020 $ 112,592 $ — $ 112,592 $ 215,000 (a) $ 327,592 2021 8,763 — 8,763 24,797 33,560 2022 9,159 — 9,159 — 9,159 2023 295,965 — 295,965 400,000 695,965 2024 95,280 — 95,280 315,644 410,924 2025 173,189 — 173,189 300,000 473,189 2026 51,070 — 51,070 300,000 351,070 2027 1,111 — 1,111 300,000 301,111 2028 122,465 — 122,465 300,000 422,465 2029 144,584 — 144,584 300,000 444,584 Thereafter 72,500 27,000 99,500 1,300,000 1,399,500 Subtotal 1,086,678 27,000 1,113,678 3,755,441 4,869,119 Non-cash (b) 30,585 (62) 30,523 (14,504) 16,019 Total $ 1,117,263 $ 26,938 $ 1,144,201 $ 3,740,937 $ 4,885,138 (a) All unsecured debt due in the remainder of 2020 is related to the Company’s commercial paper program. (b) Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs . The Company amortized $1.0 million and $1.0 million, respectively, during the three months ended March 31, 2020 and 2019, of deferred financing costs into Interest expense. We were in compliance with the covenants of our debt instruments at March 31, 2020. (n) |
United Dominion Realty L.P. | |
Entity information | |
DEBT, NET | 6. DEBT, NET Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. For purposes of classification in the following table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Operating Partnership having effectively established the fixed interest rate for the underlying debt instrument. Secured debt consists of the following as of March 31, 2020 and December 31, 2019 ( dollars in thousands Principal Outstanding As of March 31, 2020 Weighted Weighted Average March 31, December 31, Average Years to Communities 2020 2019 Interest Rate Maturity Encumbered Fixed Rate Debt Mortgage note payable $ 72,500 $ 72,500 3.10 % 9.8 1 Deferred financing costs (356) (365) Total fixed rate secured debt, net 72,144 72,135 3.10 % 9.8 1 Variable Rate Debt Tax-exempt secured note payable $ 27,000 $ 27,000 1.91 % 12.0 1 Deferred financing costs (62) (64) Total variable rate secured debt, net 26,938 26,936 1.91 % 12.0 1 Total Secured Debt, Net $ 99,082 $ 99,071 2.83 % 10.4 2 The Operating Partnership may from time to time acquire properties subject to fixed rate debt instruments. In those situations, management will record the secured debt at its estimated fair value and amortize any difference between the fair value and par to interest expense over the life of the underlying debt instrument. The Operating Partnership did not have any unamortized fair value adjustments associated with the fixed rate debt instruments on the Operating Partnership’s properties. Fixed Rate Debt Mortgage note payable Variable Rate Debt Tax-exempt secured note payable. Guarantor on Unsecured Debt The Operating Partnership is the guarantor on the General Partner’s unsecured revolving credit facility with an aggregate borrowing capacity of $1.1 billion, an unsecured commercial paper program with an aggregate borrowing capacity of $500 million, a $350 million term loan due September 2023, $300 million of medium-term notes due July 2024, $300 million of medium-term notes due October 2025, $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $600 million of medium-term notes due January 2030, $400 million of medium-term notes due August 2031, and $300 million of medium-term notes due November 2034. As of March 31, 2020 and December 31, 2019, the General Partner had $50.0 million and zero, respectively, outstanding balance under the unsecured revolving credit facility and had $215.0 million and $300.0 million, respectively, outstanding under its unsecured commercial paper program. In April 2020, the entire $215.0 million of outstanding unsecured commercial paper as of March 31, 2020 was repaid at maturity with draws on the General Partner’s Revolving Credit Facility and Working Capital Credit Facility. |
RELATED PARTY TRANSACTIONS (UNI
RELATED PARTY TRANSACTIONS (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
United Dominion Realty L.P. | |
Entity information | |
RELATED PARTY TRANSACTIONS | 7. RELATED PARTY TRANSACTIONS Shared Services The Operating Partnership self-manages its own properties and is party to an Inter-Company Employee and Cost Sharing Agreement with the General Partner. This agreement provides for reimbursements to the General Partner for the Operating Partnership’s allocable share of costs incurred by the General Partner for (a) general and administrative costs, and (b) shared services of corporate level property management employees and related support functions and costs. Allocation of General and Administrative Expenses The General Partner shares various general and administrative costs, employees and other overhead costs with the Operating Partnership including legal assistance, acquisitions analysis, marketing, human resources, IT, accounting, rent, supplies and advertising, and allocates these costs to the Operating Partnership first on the basis of direct usage when identifiable, with the remainder allocated based on the reasonably anticipated benefits to the parties. The general and administrative expenses allocated to the Operating Partnership by UDR were $3.6 million and $3.6 million during both of the three months ended March 31, 2020 and 2019, respectively, and are included in General and administrative During the three months ended March 31, 2020 and 2019, the Operating Partnership reimbursed the General Partner $4.9 million and $4.0 million, respectively, for shared services related to corporate level property management costs incurred by the General Partner. These shared cost reimbursements are initially recorded within the line item General and administrative Property management Notes Payable to the General Partner The following table summarizes the Operating Partnership’s Notes payable due to the General Partner as of March 31, 2020 and December 31, 2019 ( dollars in thousands Interest rate at Balance Outstanding March 31, March 31, December 31, 2020 2020 2019 Note due August 2021 5.34 % $ 5,500 $ 5,500 Note due December 2023 5.18 % 83,196 83,196 Note due April 2026 4.12 % 184,638 184,638 Note due November 2028 4.69 % 133,205 133,205 Note due December 2028 (a) 3.28 % 229,199 230,694 Total notes payable due to the General Partner $ 635,738 $ 637,233 (a) There is no limit on the total commitments under this unsecured revolving note. Interest is incurred on the unpaid principal balance at a variable interest rate equivalent to the General Partner’s weighted average interest rate on borrowings, or 3.28% as of March 31, 2020. The note matures on December 1, 2028. To the extent there is an outstanding principal balance on the revolving note payable, the General Partner, at its discretion, can demand payment at any time prior to the stated maturity date of the note. Certain limited partners of the Operating Partnership have provided guarantees or reimbursement agreements related to these notes payable. The guarantees were provided by the limited partners in conjunction with their contribution of properties to the Operating Partnership. The Operating Partnership recognized interest expense on the notes payable of $6.7 million and $7.2 million during the three months ended March 31, 2020 and 2019, respectively. |
FAIR VALUE OF DERIVATIVES AND_4
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS | 10. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS Fair value is based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level valuation hierarchy prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. ● Level 2 — Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2020 and December 31, 2019, are summarized as follows (dollars in thousands) Fair Value at March 31, 2020, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2020 (a) 2020 (Level 1) (Level 2) (Level 3) Description: Notes receivable (b) $ 151,543 $ 160,515 $ — $ — $ 160,515 Total assets $ 151,543 $ 160,515 $ — $ — $ 160,515 Derivatives - Interest rate contracts (c) $ 3,075 $ 3,075 $ — $ 3,075 $ — Secured debt instruments - fixed rate: (d) Mortgage notes payable 903,243 908,088 — — 908,088 Credit facilities 216,181 213,026 — — 213,026 Secured debt instruments - variable rate: (d) Tax-exempt secured notes payable 27,000 27,000 — — 27,000 Unsecured debt instruments: (d) Revolving credit facility 50,000 50,000 — — 50,000 Working capital credit facility 24,797 24,797 — — 24,797 Commercial paper program 215,000 215,000 — — 215,000 Unsecured notes 3,474,450 3,466,082 — — 3,466,082 Total liabilities $ 4,913,746 $ 4,907,068 $ — $ 3,075 $ 4,903,993 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (e) $ 819,133 $ 819,133 $ — $ 819,133 $ — Fair Value at December 31, 2019, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2019 (a) 2019 (Level 1) (Level 2) (Level 3) Description: Notes receivable (b) $ 153,650 $ 160,197 $ — $ — $ 160,197 Derivatives - Interest rate contracts (c) 6 6 — 6 — Total assets $ 153,656 $ 160,203 $ — $ 6 $ 160,197 Derivatives - Interest rate contracts (c) $ 142 $ 142 $ — $ 142 $ — Secured debt instruments - fixed rate: (d) Mortgage notes payable 906,228 898,329 — — 898,329 Credit facilities 218,490 213,661 — — 213,661 Secured debt instruments - variable rate: (d) Tax-exempt secured notes payable 27,000 27,000 — — 27,000 Unsecured debt instruments: (d) Working capital credit facility 16,583 16,583 — — 16,583 Commercial paper program 300,000 300,000 — — 300,000 Unsecured notes 3,263,152 3,397,622 — — 3,397,622 Total liabilities $ 4,731,595 $ 4,853,337 $ — $ 142 $ 4,853,195 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (e) $ 1,018,665 $ 1,018,665 $ — $ 1,018,665 $ — (a) Balances include fair market value adjustments and exclude deferred financing costs. (b) See Note 2, Significant Accounting Policies . (c) See Note 11, Derivatives and Hedging Activity . (d) See Note 7, Secured and Unsecured Debt, Net . (e) See Note 9, Noncontrolling Interests. There were no transfers into or out of any of the levels of the fair value hierarchy during the three months ended March 31, 2020. Financial Instruments Carried at Fair Value The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair values of interest rate options are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2020 and December 31, 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership have a redemption feature and are marked to their redemption value. The redemption value is based on the fair value of the Company’s common stock at the redemption date, and therefore, is calculated based on the fair value of the Company’s common stock at the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership are classified as Level 2. Financial Instruments Not Carried at Fair Value At March 31, 2020 and December 31, 2019, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaids, real estate taxes payable, accrued interest payable, security deposits and prepaid rent, distributions payable and accounts payable approximated their carrying values because of the short term nature of these instruments. The estimated fair values of other financial instruments, which includes notes receivable and debt instruments, are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations. We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by the future operation and disposition of those assets are less than the net book value of those assets. Our cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods. The net book value of impaired assets is reduced to fair value. Our estimates of fair value represent our best estimate based upon Level 3 inputs such as industry trends and reference to market rates and transactions. We consider various factors to determine if a decrease in the value of our Investment in and advances to unconsolidated joint ventures, net After determining that an other-than-temporary decrease in the value of an equity method investment has occurred, we estimate the fair value of our investment by estimating the proceeds we would receive upon a hypothetical liquidation of the investment at the date of measurement. Inputs reflect management’s best estimate of what market participants would use in pricing the investment giving consideration to the terms of the joint venture agreement and the estimated discounted future cash flows to be generated from the underlying joint venture assets. The inputs and assumptions utilized to estimate the future cash flows of the underlying assets are based upon the Company’s evaluation of the economy, market trends, operating results, and other factors, including judgments regarding costs to complete any construction activities, lease up and occupancy rates, rental rates, inflation rates, capitalization rates utilized to estimate the projected cash flows at the disposition, and discount rates. |
United Dominion Realty L.P. | |
Entity information | |
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS | 8. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS Fair value is based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level valuation hierarchy prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. ● Level 2 — Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair values of the Operating Partnership’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2020 and December 31, 2019 are summarized as follows (dollars in thousands) Fair Value at March 31, 2020, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2020 (a) 2020 (Level 1) (Level 2) (Level 3) Description: Secured debt instrument - fixed rate: (b) Mortgage note payable $ 72,500 $ 73,663 $ — $ — $ 73,663 Secured debt instrument - variable rate: (b) Tax-exempt secured note payable 27,000 27,000 — — 27,000 Total liabilities $ 99,500 $ 100,663 $ — $ — $ 100,663 Fair Value at December 31, 2019, Using Quoted Total Prices in Carrying Active Amount in Markets Statement of for Identical Significant Financial Fair Value Assets Other Significant Position at Estimate at or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2019 (a) 2019 (Level 1) (Level 2) (Level 3) Description: Secured debt instruments - fixed rate: (b) Mortgage notes payable $ 72,500 $ 71,976 $ — $ — $ 71,976 Secured debt instrument - variable rate: (b) Tax-exempt secured note payable $ 27,000 $ 27,000 $ — $ — $ 27,000 Total liabilities $ 99,500 $ 98,976 $ — $ — $ 98,976 (a) Balances exclude deferred financing costs. (b) See Note 6, Debt, Net. There were no transfers into or out of each of the levels of the fair value hierarchy during the three months ended March 31, 2020. Financial Instruments Carried at Fair Value The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair values of interest rate options are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The General Partner, on behalf of the Operating Partnership, incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Operating Partnership has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the General Partner, on behalf of the Operating Partnership, has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2020 and December 31, 2019, the Operating Partnership has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Operating Partnership has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Operating Partnership made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Financial Instruments Not Carried at Fair Value As of March 31, 2020, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaids, real estate taxes payable, accrued interest payable, security deposits and prepaid rent, distributions payable and accounts payable approximated their carrying values because of the short term nature of these instruments. The estimated fair values of other financial instruments, which includes debt instruments, are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations. The Operating Partnership records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by the future operation and disposition of those assets are less than the net book value of those assets. Cash flow estimates are based upon historical results adjusted to reflect management’s best estimate of future market and operating conditions and our estimated holding periods. The net book value of impaired assets is reduced to fair value. The General Partner’s estimates of fair value represent management’s estimates based upon Level 3 inputs such as industry trends and reference to market rates and transactions. The Operating Partnership did not incur any impairments on long-lived assets or any other-than-temporary impairments in the value of its investments in unconsolidated entities during the three months ended March 31, 2020 and 2019. |
DERIVATIVES AND HEDGING ACTIV_8
DERIVATIVES AND HEDGING ACTIVITY (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
DERIVATIVES AND HEDGING ACTIVITY | 11. DERIVATIVES AND HEDGING ACTIVITY Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in Accumulated other comprehensive income/(loss), net Amounts reported in Accumulated other comprehensive income/(loss), net Interest expense As of March 31, 2020, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk ( dollars in thousands Number of Product Instruments Notional Interest rate swaps 1 $ 315,000 Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and resulted in no gain or loss for both the three months ended March 31, 2020 and 2019. As of March 31, 2020, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands Number of Product Instruments Notional Interest rate caps 1 $ 19,880 Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 ( dollars in thousands Asset Derivatives Liability Derivatives (included in Other assets ) (included in Other liabilities ) Fair Value at: Fair Value at: March 31, December 31, March 31, December 31, 2020 2019 2020 2019 Derivatives designated as hedging instruments: Interest rate products $ — $ 6 $ 3,075 $ 142 Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Operations The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 ( dollars in thousands Gain/(Loss) Recognized in Gain/(Loss) Reclassified Interest expense Unrealized holding gain/(loss) from Accumulated OCI into (Amount Excluded from Recognized in OCI Interest expense Effectiveness Testing) Derivatives in Cash Flow Hedging Relationships 2020 2019 2020 2019 2020 2019 Three Months Ended March 31, Interest rate products $ (2,917) $ (2,210) $ (357) $ 945 $ — $ — Three Months Ended March 31, 2020 2019 Total amount of Interest expense $ 39,317 $ 33,542 The Company did not recognize any gain/(loss) in Interest income and other income/(expense), net Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. The Company has certain agreements with some of its derivative counterparties that contain a provision where, in the event of default by the Company or the counterparty, the right of setoff may be exercised. Any amount payable to one party by the other party may be reduced by its setoff against any amounts payable by the other party. Events that give rise to default by either party may include, but are not limited to, the failure to pay or deliver payment under the derivative agreement, the failure to comply with or perform under the derivative agreement, bankruptcy, a merger without assumption of the derivative agreement, or in a merger, a surviving entity’s creditworthiness is materially weaker than the original party to the derivative agreement. Tabular Disclosure of Offsetting Derivatives The Company has elected not to offset derivative positions on the consolidated financial statements. The tables below present the effect on its financial position had the Company made the election to offset its derivative positions as of March 31, 2020 and December 31, 2019 (dollars in thousands): Gross Net Amounts of Gross Amounts Not Offset Amounts Assets in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Assets Assets Sheets (a) Instruments Received Net Amount March 31, 2020 $ — $ — $ — $ — $ — $ — December 31, 2019 $ 6 $ — $ 6 $ (3) $ — $ 3 (a) Amounts reconcile to the aggregate fair value of derivative assets in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote. Gross Net Amounts of Gross Amounts Not Offset Amounts Liabilities in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Liabilities Liabilities Sheets (a) Instruments Posted Net Amount March 31, 2020 $ 3,075 $ — $ 3,075 $ — $ — $ 3,075 December 31, 2019 $ 142 $ — $ 142 $ (3) $ — $ 139 (a) Amounts reconcile to the aggregate fair value of derivative liabilities in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote. |
United Dominion Realty L.P. | |
Entity information | |
DERIVATIVES AND HEDGING ACTIVITY | 9. DERIVATIVES AND HEDGING ACTIVITY Risk Management Objective of Using Derivatives The Operating Partnership is exposed to certain risks arising from both its business operations and economic conditions. The General Partner principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The General Partner manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the General Partner enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The General Partner’s and the Operating Partnership’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the General Partner’s known or expected cash payments principally related to the General Partner’s borrowings Cash Flow Hedges of Interest Rate Risk The General Partner’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the General Partner primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the General Partner making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated other comprehensive income/(loss), net Derivatives not designated as hedges are not speculative and are used to manage the Operating Partnership’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and resulted in no gain or loss for each of the three months ended March 31, 2020 and 2019. As of March 31, 2020, we had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands Number of Product Instruments Notional Interest rate caps 1 $ 19,880 Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets As of March 31, 2020 and December 31, 2019, the fair value of the Operating Partnership’s derivative financial instruments was zero. Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Operations During the three months ended March 31, 2020 and 2019, the Operating Partnership’s derivative instruments did not impact the Consolidated Statement of Operations. Credit-risk-related Contingent Features The General Partner has agreements with its derivative counterparties that contain a provision where the General Partner could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the General Partner’s default on the indebtedness. The General Partner has certain agreements with some of its derivative counterparties that contain a provision where, in the event of default by the General Partner or the counterparty, the right of setoff may be exercised. Any amount payable to one party by the other party may be reduced by its setoff against any amounts payable by the other party. Events that give rise to default by either party may include, but are not limited to, the failure to pay or deliver payment under the derivative agreement, the failure to comply with or perform under the derivative agreement, bankruptcy, a merger without assumption of the derivative agreement, or in a merger, a surviving entity’s creditworthiness is materially weaker than the original party to the derivative agreement. |
CAPITAL STRUCTURE (UNITED DOMIN
CAPITAL STRUCTURE (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
United Dominion Realty L.P. | |
Entity information | |
CAPITAL STRUCTURE | 10. CAPITAL STRUCTURE General Partnership Units The General Partner has complete discretion to manage and control the operations and business of the Operating Partnership, which includes but is not limited to the acquisition and disposition of real property, construction of buildings and making capital improvements, and the borrowing of funds from outside lenders or UDR and its subsidiaries to finance such activities. The General Partner can generally authorize, issue, sell, redeem or purchase any OP Unit or securities of the Operating Partnership without the approval of the limited partners. The General Partner can also approve, with regard to the issuances of OP Units, the class or one or more series of classes, with designations, preferences, participating, optional or other special rights, powers and duties including rights, powers and duties senior to limited partnership interests without approval of any limited partners except holders of Class A Limited Partnership Units. There were 0.1 million General Partnership units outstanding at March 31, 2020 and December 31, 2019, all of which were held by UDR. Limited Partnership Units As of March 31, 2020 and December 31, 2019, there were 184.7 million and 184.0 million, respectively, of limited partnership units outstanding, of which 1.9 million were Class A Limited Partnership Units for both periods. UDR owned 176.1 million, or 95.3%, and 176.1 million, or 95.7%, of OP Units outstanding at March 31, 2020 and December 31, 2019, respectively, of which 0.1 million were Class A Limited Partnership Units for both periods. The remaining 8.6 million, or 4.7%, and 7.9 million, or 4.3%, of OP Units outstanding were held by non-affiliated partners at March 31, 2020 and December 31, 2019, respectively, of which 1.8 million were Class A Limited Partnership Units for both periods. Subject to the terms of the Operating Partnership Agreement, the limited partners have the right to require the Operating Partnership to redeem all or a portion of the OP Units held by the limited partner at a redemption price equal to and in the form of the Cash Amount (as defined in the Operating Partnership Agreement), provided that such OP Units have been outstanding for at least one year. UDR, as general partner of the Operating Partnership, may, in its sole discretion, purchase the OP Units by paying to the limited partner either the Cash Amount or the REIT Share Amount (generally one share of common stock of UDR for each OP Unit), as defined in the Operating Partnership Agreement. The non-affiliated limited partners’ capital is adjusted to redemption value at the end of each reporting period with the corresponding offset against UDR’s limited partner capital account based on the redemption rights noted above. The aggregate value upon redemption of the then-outstanding OP Units held by non-affiliated limited partners was $314.9 million and $366.4 million as of March 31, 2020 and December 31, 2019, respectively, based on the value of UDR’s common stock at each period end. A limited partner has no right to receive any distributions from the Operating Partnership on or after the date of redemption of its OP Units. Class A Limited Partnership Units Class A Limited Partnership Units have a cumulative, annual, non-compounded preferred return, which is equal to 8% based on a value of $16.61 per Class A Limited Partnership Unit. Holders of the Class A Limited Partnership Units exclusively possess certain voting rights. The Operating Partnership may not do the following without approval of the holders of the Class A Limited Partnership Units: (i) increase the authorized or issued amount of Class A Limited Partnership Units, (ii) reclassify any other partnership interest into Class A Limited Partnership Units, (iii) create, authorize or issue any obligations or security convertible into or the right to purchase Class A Limited Partnership Units, (iv) enter into a merger or acquisition, or (v) amend or modify the Operating Partnership Agreement in a manner that adversely affects the relative rights, preferences or privileges of the Class A Limited Partnership Units. The following table shows OP Units outstanding and OP Unit activity as of and for the three months ended March 31, 2020 ( units in thousands UDR, Inc. Class A Class A Limited Limited Limited Limited General Partners Partners Partner Partner Partner Total Ending balance at December 31, 2019 1,752 6,094 175,986 121 111 184,064 Vesting of LTIP Units — 772 — — — 772 Ending balance at March 31, 2020 1,752 6,866 175,986 121 111 184,836 LTIP Units UDR grants long-term incentive plan units (“LTIP Units”) to certain employees and non-employee directors. The LTIP Units represent an ownership interest in the Operating Partnership and have voting and distribution rights consistent with OP Units. The LTIP Units are subject to the terms of UDR’s long-term incentive plan. Two classes of LTIP Units are granted, Class 1 LTIP Units and Class 2 LTIP Units. Class 1 LTIP Units are granted to certain employees and non-employee directors and vest over a period of up to four years. Class 2 LTIP Units are granted to certain employees and vest over a period from one Allocation of Profits and Losses Profit of the Operating Partnership is allocated in the following order: (i) to the General Partner and the Limited Partners in proportion to and up to the amount of cash distributions made during the year, and (ii) to the General Partner and Limited Partners in accordance with their percentage interests. Losses and depreciation and amortization expenses, non-recourse liabilities are allocated to the General Partner and Limited Partners in accordance with their percentage interests. Losses allocated to the Limited Partners are capped to the extent that such an allocation would not cause a deficit in the Limited Partners’ capital account. Such losses are, therefore, allocated to the General Partner. If any Partner’s capital balance were to fall into a deficit, any income and gains are allocated to each Partner sufficient to eliminate its negative capital balance |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Commitments Real Estate Commitments The following summarizes the Company’s real estate commitments at March 31, 2020 ( dollars in thousands Number UDR's UDR's Remaining Properties Investment (a) Commitment Wholly-owned — under development 3 $ 95,326 $ 183,174 Wholly-owned — redevelopment 2 17,660 7,840 Joint ventures: Preferred equity investments 2 34,647 (b) 14,348 (c) Other investments - 14,364 23,700 (d) Total $ 161,997 $ 229,062 (a) Represents UDR’s investment as of March 31, 2020. (b) Represents UDR’s investment in Modera Lake Merritt and Thousand Oaks, which were under development as of March 31, 2020. (c) Represents UDR’s remaining commitment for Modera Lake Merritt and Thousand Oaks. (d) Represents UDR’s remaining commitment for other investment ventures. Purchase Commitments In 2019, the Company entered into a contract to purchase a development land parcel located in King of Prussia, Pennsylvania for a purchase price of approximately $14.8 million. The Company made a $0.8 million deposit on the purchase, which is generally non-refundable other than due to a failure of closing conditions pursuant to the terms of the purchase agreement. The acquisition is expected to close in 2020, subject to completion of entitlement and customary closing conditions. Contingencies Litigation and Legal Matters The Company is subject to various legal proceedings and claims arising in the ordinary course of business. The Company cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. The Company believes that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flows. |
United Dominion Realty L.P. | |
Entity information | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES Commitments Real Estate Commitments The following summarizes the Operating Partnership’s real estate commitments at March 31, 2020 ( dollars in thousands Number Operating Partnership's Properties Investment Remaining Commitment Real estate communities - redevelopment 1 $ 9,150 $ 5,850 Contingencies Litigation and Legal Matters The Operating Partnership is subject to various legal proceedings and claims arising in the ordinary course of business. The Operating Partnership cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. The General Partner believes that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on the Operating Partnership’s financial condition, results of operations or cash flows. |
REPORTABLE SEGMENTS (UNITED DOM
REPORTABLE SEGMENTS (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
REPORTABLE SEGMENTS | 14. REPORTABLE SEGMENTS GAAP guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker to decide how to allocate resources and for purposes of assessing such segments’ performance. UDR’s Chief Operating Decision Maker is comprised of several members of its executive management team who use several generally accepted industry financial measures to assess the performance of the business for our reportable operating segments. UDR owns and operates multifamily apartment communities that generate rental and other property related income through the leasing of apartment homes to a diverse base of tenants. The primary financial measures for UDR’s apartment communities are rental income and net operating income (“NOI”). Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. NOI is defined as rental income less direct property rental expenses. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense, which is calculated as 2.875% of property revenue to cover the regional supervision and accounting costs related to consolidated property operations, and land rent. UDR’s Chief Operating Decision Maker utilizes NOI as the key measure of segment profit or loss. UDR’s two reportable segments are Same-Store Communities Non-Mature Communities/Other ● Same-Store Communities represent those communities acquired, developed, and stabilized prior to January 1, 2019 and held as of March 31, 2020. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months. ● Non-Mature Communities/Other represent those communities that do not meet the criteria to be included in Same-Store Communities , including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. Management evaluates the performance of each of our apartment communities on a Same-Store Community Non-Mature Community/Other criteria under GAAP as each of our apartment communities generally has similar economic characteristics, facilities, services, and tenants. Therefore, the Company’s reportable segments have been aggregated by geography in a manner identical to that which is provided to the Chief Operating Decision Maker. Revenue is measured based on consideration specified in contracts with customers. The Company recognizes revenue when it satisfies a performance obligation by providing the services specified in a contract to the customer. All revenues are from external customers and no single tenant or related group of tenants contributed 10% or more of UDR’s total revenues during the three months ended March 31, 2020 and 2019. The following is a description of the principal streams from which the Company generates its revenue: Lease Revenue Lease revenue related to leases is recognized on an accrual basis when due from residents or tenants in accordance with ASC 842, Leases Lease revenue also includes all pass-through revenue from retail and residential leases and common area maintenance reimbursements from retail leases. These services represent non-lease components in a contract as the Company transfers a service to the lessee other than the right to use the underlying asset. The Company has elected the practical expedient under the leasing standard to not separate lease and non-lease components from its resident and retail lease contracts as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease. Other Revenue Joint venture management and other fees The Joint venture management and other fees Joint venture management and other fees The following table details rental income and NOI for UDR’s reportable segments for the three months ended March 31, 2020 and 2019, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. (dollars in thousands) March 31, (a) 2020 2019 Reportable apartment home segment lease revenue Same-Store Communities (a) West Region $ 102,616 $ 98,633 Mid-Atlantic Region 56,085 54,300 Northeast Region 30,942 30,193 Southeast Region 30,677 29,531 Southwest Region 16,626 16,077 Non-Mature Communities/Other 74,676 30,169 Total segment and consolidated lease revenue $ 311,622 $ 258,903 Reportable apartment home segment other revenue Same-Store Communities (a) West Region $ 2,774 $ 3,076 Mid-Atlantic Region 1,573 2,002 Northeast Region 501 629 Southeast Region 1,429 1,790 Southwest Region 590 763 Non-Mature Communities/Other 1,604 759 Total segment and consolidated other revenue $ 8,471 $ 9,019 Total reportable apartment home segment rental income Same-Store Communities (a) West Region $ 105,390 $ 101,709 Mid-Atlantic Region 57,658 56,302 Northeast Region 31,443 30,822 Southeast Region 32,106 31,321 Southwest Region 17,216 16,840 Non-Mature Communities/Other 76,280 30,928 Total segment and consolidated rental income $ 320,093 $ 267,922 Reportable apartment home segment NOI Same-Store Communities (a) West Region $ 79,823 $ 76,984 Mid-Atlantic Region 40,377 39,179 Northeast Region 20,614 20,977 Southeast Region 22,617 22,010 Southwest Region 11,056 10,328 Non-Mature Communities/Other 50,978 20,205 Total segment and consolidated NOI 225,465 189,683 Reconciling items: Joint venture management and other fees 1,388 2,751 Property management (9,203) (7,703) Other operating expenses (4,966) (5,646) Real estate depreciation and amortization (155,476) (112,468) General and administrative (14,978) (12,467) Casualty-related (charges)/recoveries, net (1,251) — Other depreciation and amortization (2,025) (1,656) Income/(loss) from unconsolidated entities 3,367 49 Interest expense (39,317) (33,542) Interest income and other income/(expense), net 2,700 9,813 Tax (provision)/benefit, net (164) (2,212) Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (313) (2,057) Net (income)/loss attributable to noncontrolling interests (6) (42) Net income/(loss) attributable to UDR, Inc. $ 5,221 $ 24,503 (a) Same-Store Community population consisted of 37,910 apartment homes. The following table details the assets of UDR’s reportable segments as of March 31, 2020 and December 31, 2019 (dollars in thousands) March 31, December 31, 2020 2019 Reportable apartment home segment assets: Same-Store Communities (a): West Region $ 3,704,480 $ 3,696,544 Mid-Atlantic Region 2,356,688 2,350,341 Northeast Region 1,501,767 1,500,597 Southeast Region 810,984 806,830 Southwest Region 603,082 600,350 Non-Mature Communities/Other 3,840,997 3,647,439 Total segment assets 12,817,998 12,602,101 Accumulated depreciation (4,272,471) (4,131,353) Total segment assets — net book value 8,545,527 8,470,748 Reconciling items: Cash and cash equivalents 980 8,106 Restricted cash 21,949 25,185 Notes receivable, net 151,543 153,650 Investment in and advances to unconsolidated joint ventures, net 588,395 588,262 Operating lease right-of-use assets 203,410 204,225 Other assets 179,301 186,296 Total consolidated assets $ 9,691,105 $ 9,636,472 (a) Same-Store Community population consisted of 37,910 apartment homes. Markets included in the above geographic segments are as follows: i. West Region — Orange County, San Francisco, Seattle, Los Angeles, Monterey Peninsula, Other Southern California and Portland ii. Mid-Atlantic Region — Metropolitan D.C., Richmond and Baltimore iii. Northeast Region — New York and Boston iv. Southeast Region — Orlando, Nashville, Tampa and Other Florida v. Southwest Region — Dallas, Austin and Denver |
United Dominion Realty L.P. | |
Entity information | |
REPORTABLE SEGMENTS | 12. REPORTABLE SEGMENTS GAAP guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker to decide how to allocate resources and for purposes of assessing such segments’ performance. The Operating Partnership has the same Chief Operating Decision Maker as that of its parent, the General Partner. The Chief Operating Decision Maker consists of several members of UDR’s executive management team who use several generally accepted industry financial measures to assess the performance of the business for our reportable operating segments. The Operating Partnership owns and operates multifamily apartment communities throughout the United States that generate rental and other property related income through the leasing of apartment homes to a diverse base of tenants. The primary financial measures of the Operating Partnership’s apartment communities are rental income and net operating income (“NOI”), and are included in the Chief Operating Decision Maker’s assessment of the Operating Partnership’s performance on a consolidated basis. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. NOI is defined as total revenues less direct property operating expenses. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI are property management costs, which are the Operating Partnership’s allocable share of costs incurred by the General Partner for shared services of corporate level property management employees and related support functions and costs. The Chief Operating Decision Maker of the General Partner utilizes NOI as the key measure of segment profit or loss. The Operating Partnership’s two reportable segments are Same-Store Communities Non-Mature Communities/Other: ● Same-Store Communities represent those communities acquired, developed, and stabilized prior to January 1, 2019 and held as of March 31, 2020. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months. ● Non-Mature Communities/Other represent those communities that do not meet the criteria to be included in Same-Store Communities , including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. Management of the General Partner evaluates the performance of each of the Operating Partnership’s apartment communities on a Same-Store Community Non-Mature Community/Other All revenues are from external customers and no single tenant or related group of tenants contributed 10% or more of the Operating Partnership’s total revenues during the three months ended March 31, 2020 and 2019. The following is a description of the principal streams from which the Operating Partnership generates its revenue: Lease Revenue Lease revenue related to leases is recognized on an accrual basis when due from residents or tenants in accordance with ASC 842, Leases Lease revenue also includes all pass-through revenue from retail and residential leases and common area maintenance reimbursements from retail leases. These services represent non-lease components in a contract as the Operating Partnership transfers a service to the lessee other than the right to use the underlying asset. The Operating Partnership has elected the practical expedient under the leasing standard to not separate lease and non-lease components from its resident and retail lease contracts as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease. Other Revenue The following table details rental income and NOI for the Operating Partnership’s reportable segments for the three months ended March 31, 2020 and 2019, and reconciles NOI to Net income/(loss) attributable to OP unitholders (dollars in thousands) March 31, (b) 2020 2019 Reportable apartment home segment lease revenue Same-Store Communities (a) West Region $ 63,242 $ 60,782 Mid-Atlantic Region 15,164 14,810 Northeast Region 8,229 7,972 Southeast Region 12,987 12,462 Southwest Region 1,830 1,924 Non-Mature Communities/Other 7,550 6,726 Total segment and consolidated lease revenue $ 109,002 $ 104,676 Reportable apartment home segment other revenue Same-Store Communities (a) West Region $ 1,779 $ 1,995 Mid-Atlantic Region 431 535 Northeast Region 101 166 Southeast Region 644 775 Southwest Region 71 31 Non-Mature Communities/Other 137 156 Total segment and consolidated other revenue $ 3,163 $ 3,658 Total reportable apartment home segment rental income Same-Store Communities (a) West Region $ 65,021 $ 62,777 Mid-Atlantic Region 15,595 15,345 Northeast Region 8,330 8,138 Southeast Region 13,631 13,237 Southwest Region 1,901 1,955 Non-Mature Communities/Other 7,687 6,882 Total segment and consolidated rental income $ 112,165 $ 108,334 Reportable apartment home segment NOI Same-Store Communities (a) West Region $ 49,493 $ 47,797 Mid-Atlantic Region 10,796 10,524 Northeast Region 5,909 6,205 Southeast Region 9,550 9,257 Southwest Region 1,391 1,337 Non-Mature Communities/Other 4,416 4,019 Total segment and consolidated NOI 81,555 79,139 Reconciling items: Property management (3,225) (2,979) Other operating expenses (3,859) (2,400) Real estate depreciation and amortization (35,300) (34,654) General and administrative (5,308) (4,661) Casualty-related (charges)/recoveries, net 2 — Income/(loss) from unconsolidated entities (1,761) (2,740) Interest expense (7,464) (7,371) Net (income)/loss attributable to noncontrolling interests (522) (388) Net income/(loss) attributable to OP unitholders $ 24,118 $ 23,946 (a) Same-Store Community population consisted of 15,941 apartment homes. The following table details the assets of the Operating Partnership’s reportable segments as of March 31, 2020 and December 31, 2019 (dollars in thousands) March 31, December 31, 2020 2019 Reportable apartment home segment assets Same-Store Communities (a): West Region $ 2,017,542 $ 2,011,495 Mid-Atlantic Region 671,170 669,417 Northeast Region 408,954 408,703 Southeast Region 354,058 352,790 Southwest Region 144,640 144,210 Non-Mature Communities/Other 290,249 288,545 Total segment assets 3,886,613 3,875,160 Accumulated depreciation (1,831,814) (1,796,568) Total segment assets - net book value 2,054,799 2,078,592 Reconciling items: Cash and cash equivalents 40 24 Restricted cash 14,121 13,998 Investment in unconsolidated entities 69,617 76,222 Operating lease right-of-use assets 204,723 205,668 Other assets 24,042 24,241 Total consolidated assets $ 2,367,342 $ 2,398,745 (a) Same-Store Community population consisted of 15,941 apartment homes. Markets included in the above geographic segments are as follows: i. West Region — Orange County, San Francisco, Seattle, Los Angeles, Monterey Peninsula, Other Southern California and Portland ii. Mid-Atlantic Region — Metropolitan, D.C. and Baltimore iii. Northeast Region — New York and Boston iv. Southeast Region — Nashville, Tampa and Other Florida v. Southwest Region — Denver |
SUBSEQUENT EVENT (UNITED DOMINI
SUBSEQUENT EVENT (UNITED DOMINION REALTY, L.P.) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
Subsequent Event | 15. Subsequent Event The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business. The extent of the pandemic’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic and the duration of government measures to mitigate the pandemic, all of which are uncertain and difficult to predict. Although the effect on our results of operations and cash flows through the date of issuance of our financial statements was not material, given the uncertainty, we cannot predict the effect on future periods, but the adverse impact on the Company's future financial condition, results of operations and cash flows could be material |
United Dominion Realty L.P. | |
Entity information | |
Subsequent Event | 13. Subsequent Event The Operating Partnership is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business. The extent of the pandemic’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic and the duration of government measures to mitigate the pandemic, all of which are uncertain and difficult to predict. Although the effect on our results of operations and cash flows through the date of issuance of our financial statements was not material, given the uncertainty, we cannot predict the effect on future periods, but the adverse impact on the Operating Partnership's future financial condition, results of operations and cash flows could be material |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (UNITED DOMINION REALTY, L.P.) (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses, basis through a cumulative-effect adjustment to retained earnings of approximately $2.2 million on that date, which was primarily associated with our notes receivable. The Company concluded the cumulative effect was not material to our consolidated financial statements. Disclosures were updated pursuant to the requirements of the ASU. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) |
Real Estate Sales Gain Recognition | Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Company generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Company will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Company sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Company will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Company will record a full gain or loss in the period the property is contributed. To the extent that the Company acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Company will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Company will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Company will not recognize a gain or loss on consolidation of a property. |
Principles of Consolidation | Principles of Consolidation The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. |
Income Taxes | Income Taxes Due to the structure of the Company as a REIT and the nature of the operations for the operating properties, no provision for federal income taxes has been provided for at UDR. Historically, the Company has generally incurred only state and local excise and franchise taxes. UDR has elected for certain consolidated subsidiaries to be treated as taxable REIT subsidiaries (“TRS”). Income taxes for our TRS are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets/(liabilities) are generally the result of differing depreciable lives on capitalized assets, temporary differences between book and tax basis of assets and liabilities and timing of expense recognition for certain accrued liabilities. As of March 31, 2020 and December 31, 2019, UDR’s net deferred tax asset/(liability) was $(1.4) million and $(1.6) million, respectively. GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company recognizes its tax positions and evaluates them using a two-step process. First, UDR determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement. The Company invests in assets that qualify for federal investment tax credits (“ITC”) through our TRS. An ITC reduces federal income taxes payable when qualifying depreciable property is acquired. The ITC is determined as a percentage of cost of the assets. The Company accounts for ITCs under the deferral method, under which the tax benefit from the ITC is deferred and amortized as a tax benefit into Tax (provision)/benefit, net Accounts payable, accrued expenses and other liabilities UDR had no material unrecognized tax benefit, accrued interest or penalties at March 31, 2020. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2016 through 2018 remain open to examination by tax jurisdictions to which we are subject. When applicable, UDR recognizes interest and/or penalties related to uncertain tax positions in Tax (provision)/benefit, net |
Comprehensive Income/(Loss) | Comprehensive Income/(Loss) Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three months ended March 31, 2020 and 2019, the Company’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges, (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) into earnings, and the allocation of other comprehensive income/(loss) to noncontrolling interests. The (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) is included in Interest expense Derivatives and Hedging Activity, |
United Dominion Realty L.P. | |
Entity information | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses, updated standard became effective for the Operating Partnership on January 1, 2020 and was adopted on a modified retrospective basis. However, as the Operating Partnership’s financial assets primarily relate to receivables arising from operating leases, the ASU did not have a material impact on the consolidated financial statements. Disclosures were updated pursuant to the requirements of the ASU. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) |
Real Estate Sales Gain Recognition | Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Operating Partnership generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Operating Partnership will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Operating Partnership sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Operating Partnership will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Operating Partnership will record a full gain or loss in the period the property is contributed. To the extent that the Operating Partnership acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Operating Partnership will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Operating Partnership will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Operating Partnership will not recognize a gain or loss on consolidation of a property. |
Principles of Consolidation | Principles of Consolidation The Operating Partnership accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Operating Partnership first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Operating Partnership consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Operating Partnership consolidates an entity when it controls the entity through ownership of a majority voting interest. |
Income Taxes | Income Taxes The taxable income or loss of the Operating Partnership is reported on the tax returns of the partners. Accordingly, no provision has been made in the accompanying financial statements for federal or state income taxes on income that is passed through to the partners. However, any state or local revenue, excise or franchise taxes that result from the operating activities of the Operating Partnership are recorded at the entity level. The Operating Partnership’s tax returns are subject to examination by federal and state taxing authorities. Net income for financial reporting purposes differs from the net income for income tax reporting purposes primarily due to temporary differences, principally real estate depreciation and the tax deferral of certain gains on property sales. The differences in depreciation result from differences in the book and tax basis of certain real estate assets and the differences in the methods of depreciation and lives of the real estate assets. The Operating Partnership evaluates the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing the Operating Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management of the Operating Partnership is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which include federal and certain states. The Operating Partnership has no examinations in progress and none are expected at this time. Management of the Operating Partnership has reviewed all open tax years (2016 through 2018) of tax jurisdictions and concluded there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. |
Income/(Loss) Per Operating Partnership Unit | Income/(Loss) Per Operating Partnership Unit Basic income/(loss) per OP Unit is computed by dividing net income/(loss) attributable to the general and limited partner unitholders by the weighted average number of general and limited partner units outstanding during the year. Diluted income/(loss) per OP Unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units or resulted in the issuance of OP Units and then shared in the income/(loss) of the Operating Partnership. |
REAL ESTATE OWNED (UNITED DOM_2
REAL ESTATE OWNED (UNITED DOMINION REALTY, L.P.) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
Summary of carrying amounts for real estate owned (at cost) | March 31, December 31, 2020 2019 Land $ 2,163,055 $ 2,164,032 Depreciable property — held and used: Land improvements 225,850 224,964 Building, improvements, and furniture, fixtures and equipment 10,178,547 10,102,758 Real estate intangible assets 40,570 40,570 Under development: Land and land improvements 29,226 29,226 Building, improvements, and furniture, fixtures and equipment 66,100 40,551 Real estate held for disposition: Land and land improvements 16,245 — Building, improvements, and furniture, fixtures and equipment 98,405 — Real estate owned 12,817,998 12,602,101 Accumulated depreciation (4,272,471) (4,131,353) Real estate owned, net $ 8,545,527 $ 8,470,748 |
United Dominion Realty L.P. | |
Entity information | |
Summary of carrying amounts for real estate owned (at cost) | March 31, December 31, 2020 2019 Land $ 711,256 $ 711,256 Depreciable property — held and used: Land improvements 97,807 96,864 Buildings, improvements, and furniture, fixtures and equipment 3,077,550 3,067,040 Real estate owned 3,886,613 3,875,160 Accumulated depreciation (1,831,814) (1,796,568) Real estate owned, net $ 2,054,799 $ 2,078,592 |
UNCONSOLIDATED ENTITIES (UNIT_2
UNCONSOLIDATED ENTITIES (UNITED DOMINION REALTY, L.P.) Unconsolidated Entities (UNITED DOMINION REALTY, L.P.) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Unconsolidated entities | |
Combined summary of balance sheets relating to unconsolidated joint ventures and partnerships | Combined summary balance sheets relating to the unconsolidated joint ventures’ and partnerships’ (not just our proportionate share) are presented below as of March 31, 2020 and December 31, 2019 ( dollars in thousands March 31, December 31, 2020 2019 Total real estate, net $ 1,868,502 $ 1,901,081 Cash and cash equivalents 32,486 29,823 Other assets 180,893 172,941 Total assets $ 2,081,881 $ 2,103,845 Third party debt, net $ 1,136,306 $ 1,148,048 Accounts payable and accrued liabilities 50,262 55,114 Total liabilities 1,186,568 1,203,162 Total equity $ 895,313 $ 900,683 |
Schedule of combined financial information relating to unconsolidated joint ventures and partnerships operations (not just proportionate share) | Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three months ended March 31, 2020 and 2019 ( dollars in thousands : Three Months Ended March 31, 2020 2019 Total revenues $ 41,314 $ 81,532 Property operating expenses 15,297 30,312 Real estate depreciation and amortization 16,243 29,580 Operating income/(loss) 9,774 21,640 Interest expense (10,347) (21,924) Net unrealized gain/(loss) on held investments — 1,522 Other income/(loss) (8) 103 Net income/(loss) $ (581) $ 1,341 (1) |
United Dominion Realty L.P. | |
Unconsolidated entities | |
Combined summary of balance sheets relating to unconsolidated joint ventures and partnerships | Combined summary balance sheets relating to all of the DownREIT Partnership (not just our proportionate share) are presented below as of March 31, 2020 and December 31, 2019 ( dollars in thousands March 31, December 31, 2020 2019 Total real estate, net $ 1,088,125 $ 1,106,703 Cash and cash equivalents 20 20 Note receivable from the General Partner 220,622 222,853 Other assets 5,312 4,829 Total assets $ 1,314,079 $ 1,334,405 Secured debt, net $ 426,724 $ 427,592 Other liabilities 23,628 28,087 Total liabilities 450,352 455,679 Total capital $ 863,727 $ 878,726 |
Schedule of combined financial information relating to unconsolidated joint ventures and partnerships operations (not just proportionate share) | Combined summary financial information relating to all of the DownREIT Partnership (not just our proportionate share) is presented below for the three months ended March 31, 2020 and 2019 ( dollars in thousands : Three Months Ended March 31, 2020 2019 Total revenue $ 32,678 $ 31,606 Property operating expenses (13,309) (13,096) Real estate depreciation and amortization (20,986) (20,294) Operating income/(loss) (1,617) (1,784) Interest expense (3,618) (3,888) Other income/(loss) 1,889 1,988 Net income/(loss) $ (3,346) $ (3,684) |
LEASES (UNITED DOMINION REALT_2
LEASES (UNITED DOMINION REALTY, L.P.) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Lease | |
Lessee - Future minimum lease payments and total operating lease liabilities | Future minimum lease payments and total operating lease liabilities from our ground leases as of March 31, 2020 are as follows (dollars in thousands): Ground Leases 2020 $ 9,330 2021 12,442 2022 12,442 2023 12,442 2024 12,442 Thereafter 455,221 Total future minimum lease payments (undiscounted) 514,319 Difference between future undiscounted cash flows and discounted cash flows (316,490) Total operating lease liabilities (discounted) $ 197,829 |
Lessee - components of operating lease expenses | The components of operating lease expenses were as follows (dollars in thousands) Three Months Ended March 31, 2020 2019 Lease expense: Contractual lease expense $ 3,170 $ 2,159 Variable lease expense (a) 43 139 Total operating lease expense (b)(c) $ 3,213 $ 2,298 (a) Variable lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Lease expense is reported within the line item Other operating expenses on the Consolidated Statements of Operations. (c) For the three months ended March 31, 2020, Operating lease right-of-use assets and Operating lease liabilities amortized by $0.8 million and $0.7 million, respectively, and for the three months ended March 31, 2019 Operating lease right-of-use assets and Operating lease liabilities amortized by $0.2 million and $0.1 million, respectively. The Company recorded $0.1 million and $0.1 million of total operating lease expense during the three months ended March 31, 2020 and 2019, respectively, due to the net impact of the amortization. |
Lessor - Future minimum lease payments | Future minimum lease payments from our retail and commercial leases as of March 31, 2020 are as follows (dollars in thousands): Retail and Commercial Leases 2020 $ 16,849 2021 22,487 2022 20,781 2023 19,317 2024 17,594 Thereafter 81,662 Total future minimum lease payments (a) $ 178,690 (a) We have excluded our apartment home leases from this table as our apartment home leases generally have initial terms of 12 months or less. |
United Dominion Realty L.P. | |
Lease | |
Lessee - Future minimum lease payments and total operating lease liabilities | Future minimum lease payments and total operating lease liabilities from our ground and equipment leases as of March 31, 2020 are as follows (dollars in thousands): Ground Leases Equipment Leases Total 2020 $ 9,330 $ 108 $ 9,438 2021 12,442 147 12,589 2022 12,442 150 12,592 2023 12,442 153 12,595 2024 12,442 156 12,598 Thereafter 455,221 795 456,016 Total future minimum lease payments (undiscounted) 514,319 1,509 515,828 Difference between future undiscounted cash flows and discounted cash flows (316,490) (189) (316,679) Total operating lease liabilities (discounted) $ 197,829 $ 1,320 $ 199,149 |
Lessee - components of operating lease expenses | The components of operating lease expenses from our ground and equipment leases were as follows (dollars in thousands) Three Months Ended March 31, 2020 2019 Ground lease expense: Contractual ground lease rent expense $ 3,170 $ 2,140 Variable ground lease expense (a) 43 139 Total ground lease expense (b) 3,213 2,279 Contractual equipment lease expense (b) 36 - Total operating lease expense (c) $ 3,249 $ 2,279 (a) Variable ground lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Ground lease and equipment lease expense are reported within the line item Other operating expenses on the Consolidated Statements of Operations. (c) For the three months ended March 31, 2020, Operating lease right-of-use assets and Operating lease liabilities amortized by $0.9 million and $0.9 million, respectively. The Operating Partnership recorded $0.1 million and $0.1 million of total operating lease expense during the three months ended March 31, 2020 and 2019, respectively, due to the net impact of the amortization. |
Lessor - Future minimum lease payments | Future minimum lease payments from our retail and commercial leases as of March 31, 2020 are as follows (dollars in thousands): Retail and Commercial Leases 2020 $ 5,678 2021 7,311 2022 6,688 2023 6,361 2024 5,693 Thereafter 14,807 Total future minimum lease payments (a) $ 46,538 (a) We have excluded our apartment home leases from this table as our apartment home leases generally have initial terms of 12 months of less. |
DEBT, NET (UNITED DOMINION RE_2
DEBT, NET (UNITED DOMINION REALTY, L.P.) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
Schedule of debt instruments | The following is a summary of our secured and unsecured debt at March 31, 2020 and December 31, 2019 ( dollars in thousands Principal Outstanding As of March 31, 2020 Weighted Weighted Average Average Number of March 31, December 31, Interest Years to Communities 2020 2019 Rate Maturity Encumbered Secured Debt: Fixed Rate Debt Mortgage notes payable (a) $ 883,249 $ 884,869 3.61 % 5.9 15 Credit facilities (b) 203,429 204,590 4.90 % 2.8 4 Deferred financing costs and other non-cash adjustments 30,585 33,046 Total fixed rate secured debt, net 1,117,263 1,122,505 3.85 % 5.3 19 Variable Rate Debt Tax-exempt secured notes payable (c) 27,000 27,000 1.91 % 12.0 1 Deferred financing costs (62) (64) Total variable rate secured debt, net 26,938 26,936 1.91 % 12.0 1 Total Secured Debt, net 1,144,201 1,149,441 3.80 % 5.5 20 Unsecured Debt: Variable Rate Debt Borrowings outstanding under unsecured credit facility due January 2023 (d) (m) 50,000 — 1.75 % 2.8 Borrowings outstanding under unsecured commercial paper program due April 2020 (e) (m) (n) 215,000 300,000 1.58 % 0.1 Borrowings outstanding under unsecured working capital credit facility due January 2021 24,797 16,583 1.82 % 0.8 Term Loan due September 2023 (d) (m) 35,000 35,000 2.48 % 3.5 Fixed Rate Debt 1.93% Term Loan due September 2023 (d) (m) 315,000 315,000 1.93 % 3.5 3.75% Medium-Term Notes due July 2024 (net of discounts of $443 and $470, respectively) (g) (m) 299,557 299,530 3.75 % 4.3 8.50% Debentures due September 2024 15,644 15,644 8.50 % 4.5 4.00% Medium-Term Notes due October 2025 (net of discounts of $379 and $396, respectively) (h) (m) 299,621 299,604 4.00 % 5.5 2.95% Medium-Term Notes due September 2026 (m) 300,000 300,000 2.95 % 6.4 3.50% Medium-Term Notes due July 2027 (net of discounts of $511 and $529, respectively) (m) 299,489 299,471 3.50 % 7.3 3.50% Medium-Term Notes due January 2028 (net of discounts of $924 and $954, respectively) (m) 299,076 299,046 3.50 % 7.8 4.40% Medium-Term Notes due January 2029 (net of discounts of $5 and $5, respectively) (i) (m) 299,995 299,995 4.40 % 8.8 3.20% Medium-Term Notes due January 2030 (net of premiums of $13,442 and $2,281, respectively) (j) (m) 613,442 402,281 3.20 % 9.8 3.00% Medium-Term Notes due August 2031 (net of discounts of $1,099 and $1,123, respectively) (k) (m) 398,901 398,877 3.00 % 11.4 3.10% Medium-Term Notes due November 2034 (net of discounts of $1,287 and $1,309, respectively) (l) (m) 298,713 298,691 3.10 % 14.6 Other 12 13 Deferred financing costs (23,310) (21,652) Total Unsecured Debt, net 3,740,937 3,558,083 3.29 % 7.5 Total Debt, net $ 4,885,138 $ 4,707,524 3.28 % 7.1 |
Schedule of aggregate maturities, including amortizing principal payments of secured and unsecured debt | The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to March 31, 2020 are as follows (dollars in thousands): Total Fixed Total Variable Total Total Total Year Secured Debt Secured Debt Secured Debt Unsecured Debt Debt 2020 $ 112,592 $ — $ 112,592 $ 215,000 (a) $ 327,592 2021 8,763 — 8,763 24,797 33,560 2022 9,159 — 9,159 — 9,159 2023 295,965 — 295,965 400,000 695,965 2024 95,280 — 95,280 315,644 410,924 2025 173,189 — 173,189 300,000 473,189 2026 51,070 — 51,070 300,000 351,070 2027 1,111 — 1,111 300,000 301,111 2028 122,465 — 122,465 300,000 422,465 2029 144,584 — 144,584 300,000 444,584 Thereafter 72,500 27,000 99,500 1,300,000 1,399,500 Subtotal 1,086,678 27,000 1,113,678 3,755,441 4,869,119 Non-cash (b) 30,585 (62) 30,523 (14,504) 16,019 Total $ 1,117,263 $ 26,938 $ 1,144,201 $ 3,740,937 $ 4,885,138 (a) All unsecured debt due in the remainder of 2020 is related to the Company’s commercial paper program. (b) Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs . The Company amortized $1.0 million and $1.0 million, respectively, during the three months ended March 31, 2020 and 2019, of deferred financing costs into Interest expense. |
United Dominion Realty L.P. | |
Entity information | |
Schedule of debt instruments | Principal Outstanding As of March 31, 2020 Weighted Weighted Average March 31, December 31, Average Years to Communities 2020 2019 Interest Rate Maturity Encumbered Fixed Rate Debt Mortgage note payable $ 72,500 $ 72,500 3.10 % 9.8 1 Deferred financing costs (356) (365) Total fixed rate secured debt, net 72,144 72,135 3.10 % 9.8 1 Variable Rate Debt Tax-exempt secured note payable $ 27,000 $ 27,000 1.91 % 12.0 1 Deferred financing costs (62) (64) Total variable rate secured debt, net 26,938 26,936 1.91 % 12.0 1 Total Secured Debt, Net $ 99,082 $ 99,071 2.83 % 10.4 2 |
RELATED PARTY TRANSACTIONS (U_2
RELATED PARTY TRANSACTIONS (UNITED DOMINION REALTY, L.P.) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
United Dominion Realty L.P. | |
Related Party Transaction [Line Items] | |
Schedule of Notes payable due to General Partner | The following table summarizes the Operating Partnership’s Notes payable due to the General Partner as of March 31, 2020 and December 31, 2019 ( dollars in thousands Interest rate at Balance Outstanding March 31, March 31, December 31, 2020 2020 2019 Note due August 2021 5.34 % $ 5,500 $ 5,500 Note due December 2023 5.18 % 83,196 83,196 Note due April 2026 4.12 % 184,638 184,638 Note due November 2028 4.69 % 133,205 133,205 Note due December 2028 (a) 3.28 % 229,199 230,694 Total notes payable due to the General Partner $ 635,738 $ 637,233 (a) There is no limit on the total commitments under this unsecured revolving note. Interest is incurred on the unpaid principal balance at a variable interest rate equivalent to the General Partner’s weighted average interest rate on borrowings, or 3.28% as of March 31, 2020. The note matures on December 1, 2028. To the extent there is an outstanding principal balance on the revolving note payable, the General Partner, at its discretion, can demand payment at any time prior to the stated maturity date of the note. |
FAIR VALUE OF DERIVATIVES AND_5
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS (UNITED DOMINION REALTY, L.P.) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
Schedule of estimated fair values | The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2020 and December 31, 2019, are summarized as follows (dollars in thousands) Fair Value at March 31, 2020, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2020 (a) 2020 (Level 1) (Level 2) (Level 3) Description: Notes receivable (b) $ 151,543 $ 160,515 $ — $ — $ 160,515 Total assets $ 151,543 $ 160,515 $ — $ — $ 160,515 Derivatives - Interest rate contracts (c) $ 3,075 $ 3,075 $ — $ 3,075 $ — Secured debt instruments - fixed rate: (d) Mortgage notes payable 903,243 908,088 — — 908,088 Credit facilities 216,181 213,026 — — 213,026 Secured debt instruments - variable rate: (d) Tax-exempt secured notes payable 27,000 27,000 — — 27,000 Unsecured debt instruments: (d) Revolving credit facility 50,000 50,000 — — 50,000 Working capital credit facility 24,797 24,797 — — 24,797 Commercial paper program 215,000 215,000 — — 215,000 Unsecured notes 3,474,450 3,466,082 — — 3,466,082 Total liabilities $ 4,913,746 $ 4,907,068 $ — $ 3,075 $ 4,903,993 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (e) $ 819,133 $ 819,133 $ — $ 819,133 $ — Fair Value at December 31, 2019, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2019 (a) 2019 (Level 1) (Level 2) (Level 3) Description: Notes receivable (b) $ 153,650 $ 160,197 $ — $ — $ 160,197 Derivatives - Interest rate contracts (c) 6 6 — 6 — Total assets $ 153,656 $ 160,203 $ — $ 6 $ 160,197 Derivatives - Interest rate contracts (c) $ 142 $ 142 $ — $ 142 $ — Secured debt instruments - fixed rate: (d) Mortgage notes payable 906,228 898,329 — — 898,329 Credit facilities 218,490 213,661 — — 213,661 Secured debt instruments - variable rate: (d) Tax-exempt secured notes payable 27,000 27,000 — — 27,000 Unsecured debt instruments: (d) Working capital credit facility 16,583 16,583 — — 16,583 Commercial paper program 300,000 300,000 — — 300,000 Unsecured notes 3,263,152 3,397,622 — — 3,397,622 Total liabilities $ 4,731,595 $ 4,853,337 $ — $ 142 $ 4,853,195 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (e) $ 1,018,665 $ 1,018,665 $ — $ 1,018,665 $ — (a) Balances include fair market value adjustments and exclude deferred financing costs. (b) See Note 2, Significant Accounting Policies . (c) See Note 11, Derivatives and Hedging Activity . (d) See Note 7, Secured and Unsecured Debt, Net . (e) See Note 9, Noncontrolling Interests. |
United Dominion Realty L.P. | |
Entity information | |
Schedule of estimated fair values | The estimated fair values of the Operating Partnership’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2020 and December 31, 2019 are summarized as follows (dollars in thousands) Fair Value at March 31, 2020, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2020 (a) 2020 (Level 1) (Level 2) (Level 3) Description: Secured debt instrument - fixed rate: (b) Mortgage note payable $ 72,500 $ 73,663 $ — $ — $ 73,663 Secured debt instrument - variable rate: (b) Tax-exempt secured note payable 27,000 27,000 — — 27,000 Total liabilities $ 99,500 $ 100,663 $ — $ — $ 100,663 Fair Value at December 31, 2019, Using Quoted Total Prices in Carrying Active Amount in Markets Statement of for Identical Significant Financial Fair Value Assets Other Significant Position at Estimate at or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2019 (a) 2019 (Level 1) (Level 2) (Level 3) Description: Secured debt instruments - fixed rate: (b) Mortgage notes payable $ 72,500 $ 71,976 $ — $ — $ 71,976 Secured debt instrument - variable rate: (b) Tax-exempt secured note payable $ 27,000 $ 27,000 $ — $ — $ 27,000 Total liabilities $ 99,500 $ 98,976 $ — $ — $ 98,976 (a) Balances exclude deferred financing costs. (b) See Note 6, Debt, Net. |
DERIVATIVES AND HEDGING ACTIV_9
DERIVATIVES AND HEDGING ACTIVITY (UNITED DOMINION REALTY, L.P.) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
Schedule of outstanding interest rate derivatives | As of March 31, 2020, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk ( dollars in thousands Number of Product Instruments Notional Interest rate swaps 1 $ 315,000 Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and resulted in no gain or loss for both the three months ended March 31, 2020 and 2019. As of March 31, 2020, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands Number of Product Instruments Notional Interest rate caps 1 $ 19,880 |
Fair value of Company's derivative financial instruments and their classification on Consolidated Balance Sheets | The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 ( dollars in thousands Asset Derivatives Liability Derivatives (included in Other assets ) (included in Other liabilities ) Fair Value at: Fair Value at: March 31, December 31, March 31, December 31, 2020 2019 2020 2019 Derivatives designated as hedging instruments: Interest rate products $ — $ 6 $ 3,075 $ 142 |
Effect of Company's derivative financial instruments on Consolidated Statements of Operations | The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 ( dollars in thousands Gain/(Loss) Recognized in Gain/(Loss) Reclassified Interest expense Unrealized holding gain/(loss) from Accumulated OCI into (Amount Excluded from Recognized in OCI Interest expense Effectiveness Testing) Derivatives in Cash Flow Hedging Relationships 2020 2019 2020 2019 2020 2019 Three Months Ended March 31, Interest rate products $ (2,917) $ (2,210) $ (357) $ 945 $ — $ — |
Effect of Company's derivatives not designated as hedging instruments on the Consolidated Statements of Operations | Three Months Ended March 31, 2020 2019 Total amount of Interest expense $ 39,317 $ 33,542 |
Offsetting of Derivative Assets | The Company has elected not to offset derivative positions on the consolidated financial statements. The tables below present the effect on its financial position had the Company made the election to offset its derivative positions as of March 31, 2020 and December 31, 2019 (dollars in thousands): Gross Net Amounts of Gross Amounts Not Offset Amounts Assets in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Assets Assets Sheets (a) Instruments Received Net Amount March 31, 2020 $ — $ — $ — $ — $ — $ — December 31, 2019 $ 6 $ — $ 6 $ (3) $ — $ 3 (a) Amounts reconcile to the aggregate fair value of derivative assets in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote. |
Offsetting of Derivative Liabilities | Gross Net Amounts of Gross Amounts Not Offset Amounts Liabilities in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Liabilities Liabilities Sheets (a) Instruments Posted Net Amount March 31, 2020 $ 3,075 $ — $ 3,075 $ — $ — $ 3,075 December 31, 2019 $ 142 $ — $ 142 $ (3) $ — $ 139 (a) Amounts reconcile to the aggregate fair value of derivative liabilities in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote. |
United Dominion Realty L.P. | |
Entity information | |
Schedule of outstanding interest rate derivatives | As of March 31, 2020, we had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands Number of Product Instruments Notional Interest rate caps 1 $ 19,880 |
CAPITAL STRUCTURE (UNITED DOM_2
CAPITAL STRUCTURE (UNITED DOMINION REALTY, L.P.) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
United Dominion Realty L.P. | |
Entity information | |
Schedule of limited partners' capital account by class | The following table shows OP Units outstanding and OP Unit activity as of and for the three months ended March 31, 2020 ( units in thousands UDR, Inc. Class A Class A Limited Limited Limited Limited General Partners Partners Partner Partner Partner Total Ending balance at December 31, 2019 1,752 6,094 175,986 121 111 184,064 Vesting of LTIP Units — 772 — — — 772 Ending balance at March 31, 2020 1,752 6,866 175,986 121 111 184,836 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (UNITED DOMINION REALTY, L.P.) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Loss Contingencies [Line Items] | |
Summary of real estate commitments | The following summarizes the Company’s real estate commitments at March 31, 2020 ( dollars in thousands Number UDR's UDR's Remaining Properties Investment (a) Commitment Wholly-owned — under development 3 $ 95,326 $ 183,174 Wholly-owned — redevelopment 2 17,660 7,840 Joint ventures: Preferred equity investments 2 34,647 (b) 14,348 (c) Other investments - 14,364 23,700 (d) Total $ 161,997 $ 229,062 (a) Represents UDR’s investment as of March 31, 2020. (b) Represents UDR’s investment in Modera Lake Merritt and Thousand Oaks, which were under development as of March 31, 2020. (c) Represents UDR’s remaining commitment for Modera Lake Merritt and Thousand Oaks. (d) Represents UDR’s remaining commitment for other investment ventures. |
United Dominion Realty L.P. | |
Loss Contingencies [Line Items] | |
Summary of real estate commitments | The following summarizes the Operating Partnership’s real estate commitments at March 31, 2020 ( dollars in thousands Number Operating Partnership's Properties Investment Remaining Commitment Real estate communities - redevelopment 1 $ 9,150 $ 5,850 |
REPORTABLE SEGMENTS (UNITED D_2
REPORTABLE SEGMENTS (UNITED DOMINION REALTY, L.P.) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Entity information | |
Summary of rental income and NOI for the Operating Partnerships reportable segments and reconciliation of NOI to Net income/(loss) | The following table details rental income and NOI for UDR’s reportable segments for the three months ended March 31, 2020 and 2019, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. (dollars in thousands) March 31, (a) 2020 2019 Reportable apartment home segment lease revenue Same-Store Communities (a) West Region $ 102,616 $ 98,633 Mid-Atlantic Region 56,085 54,300 Northeast Region 30,942 30,193 Southeast Region 30,677 29,531 Southwest Region 16,626 16,077 Non-Mature Communities/Other 74,676 30,169 Total segment and consolidated lease revenue $ 311,622 $ 258,903 Reportable apartment home segment other revenue Same-Store Communities (a) West Region $ 2,774 $ 3,076 Mid-Atlantic Region 1,573 2,002 Northeast Region 501 629 Southeast Region 1,429 1,790 Southwest Region 590 763 Non-Mature Communities/Other 1,604 759 Total segment and consolidated other revenue $ 8,471 $ 9,019 Total reportable apartment home segment rental income Same-Store Communities (a) West Region $ 105,390 $ 101,709 Mid-Atlantic Region 57,658 56,302 Northeast Region 31,443 30,822 Southeast Region 32,106 31,321 Southwest Region 17,216 16,840 Non-Mature Communities/Other 76,280 30,928 Total segment and consolidated rental income $ 320,093 $ 267,922 Reportable apartment home segment NOI Same-Store Communities (a) West Region $ 79,823 $ 76,984 Mid-Atlantic Region 40,377 39,179 Northeast Region 20,614 20,977 Southeast Region 22,617 22,010 Southwest Region 11,056 10,328 Non-Mature Communities/Other 50,978 20,205 Total segment and consolidated NOI 225,465 189,683 Reconciling items: Joint venture management and other fees 1,388 2,751 Property management (9,203) (7,703) Other operating expenses (4,966) (5,646) Real estate depreciation and amortization (155,476) (112,468) General and administrative (14,978) (12,467) Casualty-related (charges)/recoveries, net (1,251) — Other depreciation and amortization (2,025) (1,656) Income/(loss) from unconsolidated entities 3,367 49 Interest expense (39,317) (33,542) Interest income and other income/(expense), net 2,700 9,813 Tax (provision)/benefit, net (164) (2,212) Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (313) (2,057) Net (income)/loss attributable to noncontrolling interests (6) (42) Net income/(loss) attributable to UDR, Inc. $ 5,221 $ 24,503 (a) Same-Store Community population consisted of 37,910 apartment homes. |
Details of assets of the Operating Partnership's reportable segments | The following table details the assets of UDR’s reportable segments as of March 31, 2020 and December 31, 2019 (dollars in thousands) March 31, December 31, 2020 2019 Reportable apartment home segment assets: Same-Store Communities (a): West Region $ 3,704,480 $ 3,696,544 Mid-Atlantic Region 2,356,688 2,350,341 Northeast Region 1,501,767 1,500,597 Southeast Region 810,984 806,830 Southwest Region 603,082 600,350 Non-Mature Communities/Other 3,840,997 3,647,439 Total segment assets 12,817,998 12,602,101 Accumulated depreciation (4,272,471) (4,131,353) Total segment assets — net book value 8,545,527 8,470,748 Reconciling items: Cash and cash equivalents 980 8,106 Restricted cash 21,949 25,185 Notes receivable, net 151,543 153,650 Investment in and advances to unconsolidated joint ventures, net 588,395 588,262 Operating lease right-of-use assets 203,410 204,225 Other assets 179,301 186,296 Total consolidated assets $ 9,691,105 $ 9,636,472 (a) Same-Store Community population consisted of 37,910 apartment homes. |
United Dominion Realty L.P. | |
Entity information | |
Summary of rental income and NOI for the Operating Partnerships reportable segments and reconciliation of NOI to Net income/(loss) | The following table details rental income and NOI for the Operating Partnership’s reportable segments for the three months ended March 31, 2020 and 2019, and reconciles NOI to Net income/(loss) attributable to OP unitholders (dollars in thousands) March 31, (b) 2020 2019 Reportable apartment home segment lease revenue Same-Store Communities (a) West Region $ 63,242 $ 60,782 Mid-Atlantic Region 15,164 14,810 Northeast Region 8,229 7,972 Southeast Region 12,987 12,462 Southwest Region 1,830 1,924 Non-Mature Communities/Other 7,550 6,726 Total segment and consolidated lease revenue $ 109,002 $ 104,676 Reportable apartment home segment other revenue Same-Store Communities (a) West Region $ 1,779 $ 1,995 Mid-Atlantic Region 431 535 Northeast Region 101 166 Southeast Region 644 775 Southwest Region 71 31 Non-Mature Communities/Other 137 156 Total segment and consolidated other revenue $ 3,163 $ 3,658 Total reportable apartment home segment rental income Same-Store Communities (a) West Region $ 65,021 $ 62,777 Mid-Atlantic Region 15,595 15,345 Northeast Region 8,330 8,138 Southeast Region 13,631 13,237 Southwest Region 1,901 1,955 Non-Mature Communities/Other 7,687 6,882 Total segment and consolidated rental income $ 112,165 $ 108,334 Reportable apartment home segment NOI Same-Store Communities (a) West Region $ 49,493 $ 47,797 Mid-Atlantic Region 10,796 10,524 Northeast Region 5,909 6,205 Southeast Region 9,550 9,257 Southwest Region 1,391 1,337 Non-Mature Communities/Other 4,416 4,019 Total segment and consolidated NOI 81,555 79,139 Reconciling items: Property management (3,225) (2,979) Other operating expenses (3,859) (2,400) Real estate depreciation and amortization (35,300) (34,654) General and administrative (5,308) (4,661) Casualty-related (charges)/recoveries, net 2 — Income/(loss) from unconsolidated entities (1,761) (2,740) Interest expense (7,464) (7,371) Net (income)/loss attributable to noncontrolling interests (522) (388) Net income/(loss) attributable to OP unitholders $ 24,118 $ 23,946 (a) Same-Store Community population consisted of 15,941 apartment homes. |
Details of assets of the Operating Partnership's reportable segments | The following table details the assets of the Operating Partnership’s reportable segments as of March 31, 2020 and December 31, 2019 (dollars in thousands) March 31, December 31, 2020 2019 Reportable apartment home segment assets Same-Store Communities (a): West Region $ 2,017,542 $ 2,011,495 Mid-Atlantic Region 671,170 669,417 Northeast Region 408,954 408,703 Southeast Region 354,058 352,790 Southwest Region 144,640 144,210 Non-Mature Communities/Other 290,249 288,545 Total segment assets 3,886,613 3,875,160 Accumulated depreciation (1,831,814) (1,796,568) Total segment assets - net book value 2,054,799 2,078,592 Reconciling items: Cash and cash equivalents 40 24 Restricted cash 14,121 13,998 Investment in unconsolidated entities 69,617 76,222 Operating lease right-of-use assets 204,723 205,668 Other assets 24,042 24,241 Total consolidated assets $ 2,367,342 $ 2,398,745 (a) Same-Store Community population consisted of 15,941 apartment homes. |
CONSOLIDATION AND BASIS OF PR_2
CONSOLIDATION AND BASIS OF PRESENTATION - GP Units (UNITED DOMINION REALTY, L.P.) (Details) | 3 Months Ended | ||
Mar. 31, 2020itemcommunityshares | Mar. 31, 2019 | Dec. 31, 2019shares | |
Basis of presentation | |||
Number of real estate properties | community | 150 | ||
Number of apartments owned (in apartments homes) | item | 47,579 | ||
Operating Partnership outstanding units | 184.8 | ||
Operating Partnership units outstanding related to limited partner | 184,836,000 | 184,064,000 | |
United Dominion Realty L.P. | |||
Basis of presentation | |||
Rental revenues percent of General Partner's consolidated rental revenues | 35.00% | 40.00% | |
General Partners' ownership (as a percent) | 95.30% | ||
OP units outstanding related to general partner | 100,000 | ||
Operating Partnership units outstanding related to limited partner | 176.2 | ||
United Dominion Realty L.P. | |||
Basis of presentation | |||
Number of real estate properties | community | 52 | ||
Number of markets operating within (in markets) | item | 15 | ||
Number of apartments owned (in apartments homes) | item | 16,434 | ||
Operating Partnership outstanding units | 184,800,000 | 184,100,000 | |
OP units outstanding related to general partner | 110,883 | 110,883 | |
Operating Partnership units outstanding related to limited partner | 184,724,677 | 183,952,659 | |
UDR, Inc. | |||
Basis of presentation | |||
General Partners' ownership (as a percent) | 57.40% | ||
Operating Partnership outstanding units | 18.6 | ||
Operating Partnership units outstanding related to limited partner | 176,100,000 | 176,100,000 | |
Percentage of units outstanding in Partnership | 95.30% | 95.70% | |
UDR, Inc. | United Dominion Realty L.P. | |||
Basis of presentation | |||
General Partners' ownership (as a percent) | 95.30% | ||
Operating Partnership outstanding units | 176,200,000 | ||
OP units outstanding related to general partner | 176.2 | ||
Percentage of units outstanding in Partnership | 95.70% | ||
Non-affiliated Partners | |||
Basis of presentation | |||
Operating Partnership outstanding units | 13.8 | ||
Operating Partnership units outstanding related to limited partner | 8.6 | ||
Percentage of units outstanding in Partnership | 4.70% | ||
Non-affiliated Partners | United Dominion Realty L.P. | |||
Basis of presentation | |||
Operating Partnership outstanding units | 7.9 | ||
Operating Partnership units outstanding related to limited partner | 8.6 | ||
Percentage of units outstanding in Partnership | 4.70% | 4.30% | |
Class A Limited Partner | United Dominion Realty L.P. | |||
Basis of presentation | |||
Operating Partnership units outstanding related to limited partner | 1,900,000 | 1,900,000 | |
Class A Limited Partner | UDR, Inc. | |||
Basis of presentation | |||
Operating Partnership units outstanding related to limited partner | 100,000 | 100,000 | |
Non-affiliated Partners | United Dominion Realty L.P. | |||
Basis of presentation | |||
Operating Partnership units outstanding related to limited partner | 8,600,000 | 7,900,000 | |
Percentage of units outstanding in Partnership | 4.70% | 4.30% | |
Non-affiliated Partners | Class A Limited Partner | |||
Basis of presentation | |||
Operating Partnership units outstanding related to limited partner | 1,752,000 | 1,752,000 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (UNITED DOMINION REALTY, L.P.) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounting policies | |||
Operating lease right-of-use assets | $ 203,410 | $ 204,225 | |
Operating lease liabilities | 197,829 | 198,558 | |
Development costs excluding direct costs and capitalized interest | 6,900 | $ 3,300 | |
Interest capitalized during period | 1,400 | 1,100 | |
United Dominion Realty L.P. | |||
Accounting policies | |||
Operating lease right-of-use assets | 204,723 | 205,668 | |
Operating lease liabilities | 199,149 | $ 200,001 | |
Development costs excluding direct costs and capitalized interest | 400 | ||
Unrecognized Tax Benefits | 0 | ||
United Dominion Realty L.P. | Maximum | |||
Accounting policies | |||
Development costs excluding direct costs and capitalized interest | 100 | ||
Interest capitalized during period | $ 100 | $ 100 |
REAL ESTATE OWNED (UNITED DOM_3
REAL ESTATE OWNED (UNITED DOMINION REALTY, L.P.) - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate owned | ||
Land | $ 2,163,055 | $ 2,164,032 |
Depreciable property - held and used: | ||
Land improvements | 225,850 | 224,964 |
Building, improvements, and furniture, fixtures and equipment | 10,178,547 | 10,102,758 |
Real estate owned | 12,817,998 | 12,602,101 |
Accumulated depreciation | (4,272,471) | (4,131,353) |
Total real estate owned, net of accumulated depreciation | 8,545,527 | 8,470,748 |
United Dominion Realty L.P. | ||
Real estate owned | ||
Land | 711,256 | 711,256 |
Depreciable property - held and used: | ||
Land improvements | 97,807 | 96,864 |
Building, improvements, and furniture, fixtures and equipment | 3,077,550 | 3,067,040 |
Real estate owned | 3,886,613 | 3,875,160 |
Accumulated depreciation | (1,831,814) | (1,796,568) |
Total real estate owned, net of accumulated depreciation | $ 2,054,799 | $ 2,078,592 |
REAL ESTATE OWNED (UNITED DOM_4
REAL ESTATE OWNED (UNITED DOMINION REALTY, L.P.) - Acquisitions and Dispositions (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)itemcommunitystate | Mar. 31, 2019USD ($) | |
Real Estate Owned Disclosure | ||
Number of communities owned (in communities) | community | 150 | |
Number of states in which there are owned and consolidated communities | state | 13 | |
Development costs excluding direct costs and capitalized interest | $ 6.9 | $ 3.3 |
Number of apartments owned (in apartments homes) | item | 47,579 | |
Interest capitalized during period | $ 1.4 | 1.1 |
United Dominion Realty L.P. | ||
Real Estate Owned Disclosure | ||
Number of communities owned (in communities) | community | 52 | |
Number of states in which there are owned and consolidated communities | state | 9 | |
Development costs excluding direct costs and capitalized interest | $ 0.4 | |
Number of apartments owned (in apartments homes) | item | 16,434 | |
United Dominion Realty L.P. | Maximum | ||
Real Estate Owned Disclosure | ||
Development costs excluding direct costs and capitalized interest | 0.1 | |
Interest capitalized during period | $ 0.1 | $ 0.1 |
UNCONSOLIDATED ENTITIES (UNIT_3
UNCONSOLIDATED ENTITIES (UNITED DOMINION REALTY, L.P.) - Summary Financial Information (Details) - UDR Lighthouse DownREIT L.P. - United Dominion Realty L.P. - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Total real estate, net | $ 1,088,125 | $ 1,106,703 | |
Cash and cash equivalents | 20 | 20 | |
Note receivable from the General Partner | 220,622 | 222,853 | |
Other assets | 5,312 | 4,829 | |
Total assets | 1,314,079 | 1,334,405 | |
Secured debt, net | 426,724 | 427,592 | |
Other liabilities | 23,628 | 28,087 | |
Liabilities | 450,352 | 455,679 | |
Total capital | 863,727 | $ 878,726 | |
Total revenues | 32,678 | $ 31,606 | |
Property operating expenses | (13,309) | (13,096) | |
Real estate depreciation and amortization | (20,986) | (20,294) | |
Operating income/(loss) | (1,617) | (1,784) | |
Interest expense | (3,618) | (3,888) | |
Other income/(loss) | 1,889 | 1,988 | |
Net income /(loss) | $ (3,346) | $ (3,684) |
UNCONSOLIDATED ENTITIES (UNIT_4
UNCONSOLIDATED ENTITIES (UNITED DOMINION REALTY, L.P.) - Additional Information (Details) $ in Thousands | Mar. 31, 2020USD ($)itemcommunity | Dec. 31, 2019USD ($) |
Unconsolidated entities | ||
Number of real estate properties | community | 150 | |
Number of apartment homes owned and consolidated | item | 47,579 | |
Equity Method Investments | $ | $ 585,091 | $ 585,490 |
United Dominion Realty L.P. | ||
Unconsolidated entities | ||
Number of real estate properties | community | 52 | |
Number of apartment homes owned and consolidated | item | 16,434 | |
Equity Method Investments | $ | $ 69,617 | 76,222 |
United Dominion Realty L.P. | UDR Lighthouse DownREIT L.P. | ||
Unconsolidated entities | ||
Number of real estate properties | community | 12 | |
Number of apartment homes owned and consolidated | item | 5,657 | |
Equity Method Investments | $ | $ 69,600 | $ 76,200 |
LEASES (UNITED DOMINION REALT_3
LEASES (UNITED DOMINION REALTY, L.P.) - Lessee Future Minimum Payments - (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)communitylease | Dec. 31, 2019USD ($) | |
Lessee operating leases | ||
Number of communities subject to ground leases | community | 6 | |
Number of leases | lease | 6 | |
Operating leases existence of option to extend | true | |
Operating lease right-of-use assets | $ 203,410 | $ 204,225 |
Weighted average remaining lease term | 44 years 6 months | |
Weighted average discount rate | 5.00% | |
Number of real estate properties | community | 150 | |
Future minimum lease payments | ||
Operating lease liabilities | $ 197,829 | 198,558 |
Ground Leases | ||
Future minimum lease payments | ||
2020 | 9,330 | |
2021 | 12,442 | |
2022 | 12,442 | |
2023 | 12,442 | |
2024 | 12,442 | |
Thereafter | 455,221 | |
Total future minimum lease payments (undiscounted) | 514,319 | |
Difference between future undiscounted cash flows and discounted cash flows | (316,490) | |
Operating lease liabilities | $ 197,829 | |
United Dominion Realty L.P. | ||
Lessee operating leases | ||
Number of communities subject to ground leases | community | 6 | |
Operating leases existence of option to extend | true | |
Operating lease right-of-use assets | $ 204,723 | 205,668 |
Weighted average remaining lease term | 44 years 6 months | |
Weighted average discount rate | 5.00% | |
Number of real estate properties | community | 52 | |
Future minimum lease payments | ||
2020 | $ 9,438 | |
2021 | 12,589 | |
2022 | 12,592 | |
2023 | 12,595 | |
2024 | 12,598 | |
Thereafter | 456,016 | |
Total future minimum lease payments (undiscounted) | 515,828 | |
Difference between future undiscounted cash flows and discounted cash flows | (316,679) | |
Operating lease liabilities | 199,149 | $ 200,001 |
United Dominion Realty L.P. | Ground Leases | ||
Future minimum lease payments | ||
2020 | 9,330 | |
2021 | 12,442 | |
2022 | 12,442 | |
2023 | 12,442 | |
2024 | 12,442 | |
Thereafter | 455,221 | |
Total future minimum lease payments (undiscounted) | 514,319 | |
Difference between future undiscounted cash flows and discounted cash flows | (316,490) | |
Operating lease liabilities | 197,829 | |
United Dominion Realty L.P. | Equipment Leases | ||
Future minimum lease payments | ||
2020 | 108 | |
2021 | 147 | |
2022 | 150 | |
2023 | 153 | |
2024 | 156 | |
Thereafter | 795 | |
Total future minimum lease payments (undiscounted) | 1,509 | |
Difference between future undiscounted cash flows and discounted cash flows | (189) | |
Operating lease liabilities | $ 1,320 |
LEASES (UNITED DOMINION REALT_4
LEASES (UNITED DOMINION REALTY, L.P.) - Lessee Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee operating leases | ||
Contractual ground lease expense | $ 100 | $ 100 |
Variable ground lease expense | 100 | 200 |
Operating lease right-of-use asset amortization | 800 | 200 |
Operating lease liabilities amortization | 700 | 100 |
Ground Leases | ||
Lessee operating leases | ||
Contractual ground lease expense | 3,170 | 2,159 |
Variable ground lease expense | 43 | 139 |
United Dominion Realty L.P. | ||
Lessee operating leases | ||
Contractual ground lease expense | 100 | 100 |
Total lease expense | 3,249 | 2,279 |
Operating lease right-of-use asset amortization | 900 | |
Operating lease liabilities amortization | 900 | |
United Dominion Realty L.P. | Ground Leases | ||
Lessee operating leases | ||
Contractual ground lease expense | 3,170 | 2,140 |
Variable ground lease expense | 43 | 139 |
Total lease expense | 3,213 | $ 2,279 |
United Dominion Realty L.P. | Equipment Leases | ||
Lessee operating leases | ||
Total lease expense | $ 36 |
LEASES (UNITED DOMINION REALT_5
LEASES (UNITED DOMINION REALTY, L.P.) - Lessor (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Future minimum lease payments | |||
Variable lease expense | $ 100 | $ 200 | |
Apartment Homes | |||
Lessor leases | |||
Percentage of lease revenue | 98.40% | ||
Apartment Homes | Maximum | |||
Lessor leases | |||
Lease terms | 12 months | ||
Retail and Commercial Spaces | |||
Lessor leases | |||
Percentage of lease revenue | 1.60% | ||
Future minimum lease payments | |||
2020 | $ 16,849 | ||
2021 | 22,487 | ||
2022 | 20,781 | ||
2023 | 19,317 | ||
2024 | 17,594 | ||
Thereafter | 81,662 | ||
Total future minimum payments | $ 178,690 | ||
Retail and Commercial Spaces | Minimum | |||
Lessor leases | |||
Lease terms | 5 years | ||
Retail and Commercial Spaces | Maximum | |||
Lessor leases | |||
Lease terms | 15 years | ||
United Dominion Realty L.P. | Minimum | |||
Lessor leases | |||
Lease terms | 5 years | ||
United Dominion Realty L.P. | Maximum | |||
Lessor leases | |||
Lease terms | 15 years | ||
United Dominion Realty L.P. | Apartment Homes | |||
Lessor leases | |||
Percentage of lease revenue | 98.40% | ||
United Dominion Realty L.P. | Apartment Homes | Maximum | |||
Lessor leases | |||
Lease terms | 12 months | ||
United Dominion Realty L.P. | Retail and Commercial Spaces | |||
Lessor leases | |||
Percentage of lease revenue | 1.60% | ||
Future minimum lease payments | |||
2020 | $ 5,678 | ||
2021 | 7,311 | ||
2022 | 6,688 | ||
2023 | 6,361 | ||
2024 | 5,693 | ||
Thereafter | 14,807 | ||
Total future minimum payments | 46,538 | ||
United Dominion Realty L.P. | Retail and Commercial Spaces | Maximum | |||
Future minimum lease payments | |||
Variable lease expense | $ 100 | $ 100 |
DEBT, NET (UNITED DOMINION RE_3
DEBT, NET (UNITED DOMINION REALTY, L.P.) - Summary (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)community | Dec. 31, 2019USD ($) | |
Fixed and variable rate debt | ||
Weighted Average Interest Rate | 3.28% | |
Long-term Debt | $ 4,885,138 | $ 4,707,524 |
Weighted Average | ||
Fixed and variable rate debt | ||
Years to maturity | 7 years 1 month 6 days | |
Fixed Rate Debt | Mortgages Note Payable | ||
Fixed and variable rate debt | ||
Principal outstanding | $ 883,249 | 884,869 |
Weighted Average Interest Rate | 3.61% | |
Communities Encumbered (in communities) | community | 15 | |
Fixed Rate Debt | Mortgages Note Payable | Weighted Average | ||
Fixed and variable rate debt | ||
Years to maturity | 5 years 10 months 24 days | |
Fixed Rate Debt | Credit facilities | ||
Fixed and variable rate debt | ||
Principal outstanding | $ 203,429 | 204,590 |
Weighted Average Interest Rate | 4.90% | |
Communities Encumbered (in communities) | community | 4 | |
Fixed Rate Debt | Credit facilities | Weighted Average | ||
Fixed and variable rate debt | ||
Years to maturity | 2 years 9 months 18 days | |
Variable Rate Debt | Tax-exempt secured notes payable | ||
Fixed and variable rate debt | ||
Principal outstanding | $ 27,000 | 27,000 |
Weighted Average Interest Rate | 1.91% | |
Communities Encumbered (in communities) | community | 1 | |
Variable Rate Debt | Tax-exempt secured notes payable | Weighted Average | ||
Fixed and variable rate debt | ||
Years to maturity | 12 years | |
United Dominion Realty L.P. | ||
Fixed and variable rate debt | ||
Weighted Average Interest Rate | 2.83% | |
Communities Encumbered (in communities) | community | 2 | |
Long-term Debt | $ 99,082 | 99,071 |
United Dominion Realty L.P. | Weighted Average | ||
Fixed and variable rate debt | ||
Years to maturity | 10 years 4 months 24 days | |
United Dominion Realty L.P. | Mortgages Note Payable | ||
Fixed and variable rate debt | ||
Principal outstanding | $ 72,500 | |
Interest rate | 3.10% | |
United Dominion Realty L.P. | Fixed Rate Debt | ||
Fixed and variable rate debt | ||
Weighted Average Interest Rate | 3.10% | |
Communities Encumbered (in communities) | community | 1 | |
Long-term Debt | $ 72,144 | 72,135 |
United Dominion Realty L.P. | Fixed Rate Debt | Weighted Average | ||
Fixed and variable rate debt | ||
Years to maturity | 9 years 9 months 18 days | |
United Dominion Realty L.P. | Fixed Rate Debt | Mortgages Note Payable | ||
Fixed and variable rate debt | ||
Principal outstanding | $ 72,500 | 72,500 |
Weighted Average Interest Rate | 3.10% | |
Communities Encumbered (in communities) | community | 1 | |
Deferred finance costs, net | $ (356) | (365) |
United Dominion Realty L.P. | Fixed Rate Debt | Mortgages Note Payable | Weighted Average | ||
Fixed and variable rate debt | ||
Years to maturity | 9 years 9 months 18 days | |
United Dominion Realty L.P. | Variable Rate Debt | ||
Fixed and variable rate debt | ||
Weighted Average Interest Rate | 1.91% | |
Communities Encumbered (in communities) | community | 1 | |
Deferred finance costs, net | $ (62) | (64) |
Long-term Debt | $ 26,938 | 26,936 |
United Dominion Realty L.P. | Variable Rate Debt | Weighted Average | ||
Fixed and variable rate debt | ||
Years to maturity | 12 years | |
United Dominion Realty L.P. | Variable Rate Debt | Tax-exempt secured notes payable | ||
Fixed and variable rate debt | ||
Principal outstanding | $ 27,000 | $ 27,000 |
Weighted Average Interest Rate | 1.91% | |
Communities Encumbered (in communities) | community | 1 | |
United Dominion Realty L.P. | Variable Rate Debt | Tax-exempt secured notes payable | Weighted Average | ||
Fixed and variable rate debt | ||
Years to maturity | 12 years | |
Credit facilities | ||
Fixed and variable rate debt | ||
Principal outstanding | $ 203,400 | |
Credit facilities | Fixed Rate Debt | ||
Fixed and variable rate debt | ||
Weighted Average Interest Rate | 4.90% |
DEBT, NET (UNITED DOMINION RE_4
DEBT, NET (UNITED DOMINION REALTY, L.P.) - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Jul. 31, 2019 | |
Fixed and variable rate debt | ||||||
Long-term commercial paper | $ 500,000 | |||||
Borrowings outstanding | 2,500 | $ 2,900 | ||||
Repayment of debt | $ 215,000 | |||||
Unsecured Commercial Bank Credit Facility | ||||||
Fixed and variable rate debt | ||||||
Repayment of debt | 215,000 | |||||
Commercial Paper | ||||||
Fixed and variable rate debt | ||||||
Commercial paper program | $ 215,000 | $ 300,000 | ||||
Interest rate at the end of the period | 1.60% | 2.00% | ||||
Unsecured Revolving Credit Facility | ||||||
Fixed and variable rate debt | ||||||
Borrowings outstanding | $ 50,000 | $ 0 | ||||
3.20% Medium-Term Notes due January 2030 | ||||||
Fixed and variable rate debt | ||||||
Guarantor borrowing capacity | 600,000 | |||||
Interest rate | 3.20% | 3.20% | 3.20% | |||
Medium-Term Notes Due August 2031 | ||||||
Fixed and variable rate debt | ||||||
Guarantor borrowing capacity | 400,000 | |||||
3.10% senior unsecured notes due 2034 | ||||||
Fixed and variable rate debt | ||||||
Guarantor borrowing capacity | 300,000 | |||||
United Dominion Realty L.P. | Financial Guarantee | ||||||
Fixed and variable rate debt | ||||||
Guarantor borrowing capacity | 1,100,000 | |||||
United Dominion Realty L.P. | Unsecured Commercial Bank Credit Facility | ||||||
Fixed and variable rate debt | ||||||
Long-term commercial paper | $ 500,000 | |||||
United Dominion Realty L.P. | Mortgages Note Payable | ||||||
Fixed and variable rate debt | ||||||
Interest rate | 3.10% | |||||
United Dominion Realty L.P. | Mortgages Note Payable | Variable Rate Debt | Operating Partnership | ||||||
Fixed and variable rate debt | ||||||
Interest rate at the end of the period | 1.91% | |||||
United Dominion Realty L.P. | Unsecured Commercial Paper | ||||||
Fixed and variable rate debt | ||||||
Borrowings outstanding | $ 215,000 | $ 300,000 | ||||
United Dominion Realty L.P. | 3.70% Term Notes Due October 2020 | ||||||
Fixed and variable rate debt | ||||||
Guarantor borrowing capacity | 300,000 | |||||
United Dominion Realty L.P. | Term Loan due September 2023 | ||||||
Fixed and variable rate debt | ||||||
Guarantor borrowing capacity | 350,000 | |||||
United Dominion Realty L.P. | 3.75% Medium-Term Notes Due July 2024 | ||||||
Fixed and variable rate debt | ||||||
Guarantor borrowing capacity | 300,000 | |||||
United Dominion Realty L.P. | 4.00% Medium-Term Note due October 2025 | ||||||
Fixed and variable rate debt | ||||||
Guarantor borrowing capacity | 300,000 | |||||
United Dominion Realty L.P. | 2.95% Medium-Term Note due September 2026 | ||||||
Fixed and variable rate debt | ||||||
Guarantor borrowing capacity | 300,000 | |||||
United Dominion Realty L.P. | 3.50 Medium-Term Note due July 2027 | ||||||
Fixed and variable rate debt | ||||||
Guarantor borrowing capacity | 300,000 | |||||
United Dominion Realty L.P. | Medium-Term note due January 2029 | ||||||
Fixed and variable rate debt | ||||||
Guarantor borrowing capacity | $ 300,000 |
RELATED PARTY TRANSACTIONS (U_3
RELATED PARTY TRANSACTIONS (UNITED DOMINION REALTY, L.P.) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Related party transactions | |||
Related party management fees | $ 4,900 | $ 4,000 | |
United Dominion Realty L.P. | |||
Related party transactions | |||
Debt Instrument, Interest Rate Period End | 3.28% | ||
Notes payable due to the General Partner | $ 635,738 | $ 637,233 | |
Interest expense, related party | 6,722 | 7,181 | |
United Dominion Realty L.P. | UDR, Inc. | |||
Related party transactions | |||
General and administrative expenses allocated to the Operating Partnership by UDR | $ 3,600 | $ 3,600 | |
Note due August 2021 | United Dominion Realty L.P. | |||
Related party transactions | |||
Debt Instrument, Interest Rate Period End | 5.34% | ||
Notes payable due to the General Partner | $ 5,500 | 5,500 | |
Note due December 2023 | United Dominion Realty L.P. | |||
Related party transactions | |||
Debt Instrument, Interest Rate Period End | 5.18% | ||
Notes payable due to the General Partner | $ 83,196 | 83,196 | |
Note due April 2026 | United Dominion Realty L.P. | |||
Related party transactions | |||
Debt Instrument, Interest Rate Period End | 4.12% | ||
Notes payable due to the General Partner | $ 184,638 | 184,638 | |
Note due November 2028 | United Dominion Realty L.P. | |||
Related party transactions | |||
Debt Instrument, Interest Rate Period End | 4.69% | ||
Notes payable due to the General Partner | $ 133,205 | 133,205 | |
Note due December 2028 | United Dominion Realty L.P. | |||
Related party transactions | |||
Debt Instrument, Interest Rate Period End | 3.28% | ||
Notes payable due to the General Partner | $ 229,199 | $ 230,694 |
FAIR VALUE OF DERIVATIVES AND_6
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS (UNITED DOMINION REALTY, L.P.) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt instruments - fair value | ||
Transfer between the levels | $ 0 | |
Fair Value, Measurements, Recurring | Carrying Amount | ||
Debt instruments - fair value | ||
Total liabilities | 4,913,746 | $ 4,731,595 |
Fair Value, Measurements, Recurring | Fair Value | ||
Debt instruments - fair value | ||
Total liabilities | 4,907,068 | 4,853,337 |
Level 2 | Fair Value, Measurements, Recurring | Fair Value | ||
Debt instruments - fair value | ||
Total liabilities | 3,075 | 142 |
Level 3 | Fair Value, Measurements, Recurring | Fair Value | ||
Debt instruments - fair value | ||
Total liabilities | 4,903,993 | 4,853,195 |
United Dominion Realty L.P. | Fair Value, Measurements, Recurring | Carrying Amount | ||
Debt instruments - fair value | ||
Total liabilities | 99,500 | 99,500 |
United Dominion Realty L.P. | Fair Value, Measurements, Recurring | Fair Value | ||
Debt instruments - fair value | ||
Total liabilities | 100,663 | 98,976 |
United Dominion Realty L.P. | Mortgages Note Payable | Fair Value, Measurements, Recurring | Carrying Amount | ||
Debt instruments - fair value | ||
Fair value | 72,500 | |
United Dominion Realty L.P. | Mortgages Note Payable | Fair Value, Measurements, Recurring | Fair Value | ||
Debt instruments - fair value | ||
Fair value | 71,976 | |
United Dominion Realty L.P. | Level 3 | Fair Value, Measurements, Recurring | Fair Value | ||
Debt instruments - fair value | ||
Total liabilities | 100,663 | 98,976 |
United Dominion Realty L.P. | Level 3 | Mortgages Note Payable | Fair Value, Measurements, Recurring | Fair Value | ||
Debt instruments - fair value | ||
Fair value | 71,976 | |
Fixed Rate Debt | United Dominion Realty L.P. | Mortgages Note Payable | Fair Value, Measurements, Recurring | Carrying Amount | ||
Debt instruments - fair value | ||
Fair value | 72,500 | |
Fixed Rate Debt | United Dominion Realty L.P. | Mortgages Note Payable | Fair Value, Measurements, Recurring | Fair Value | ||
Debt instruments - fair value | ||
Fair value | 73,663 | |
Fixed Rate Debt | United Dominion Realty L.P. | Level 3 | Mortgages Note Payable | Fair Value, Measurements, Recurring | Fair Value | ||
Debt instruments - fair value | ||
Fair value | 73,663 | |
Variable Rate Debt | United Dominion Realty L.P. | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring | Carrying Amount | ||
Debt instruments - fair value | ||
Fair value | 27,000 | 27,000 |
Variable Rate Debt | United Dominion Realty L.P. | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring | Fair Value | ||
Debt instruments - fair value | ||
Fair value | 27,000 | 27,000 |
Variable Rate Debt | United Dominion Realty L.P. | Level 3 | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring | Fair Value | ||
Debt instruments - fair value | ||
Fair value | $ 27,000 | $ 27,000 |
DERIVATIVES AND HEDGING ACTI_10
DERIVATIVES AND HEDGING ACTIVITY (UNITED DOMINION REALTY, L.P.) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)instrument | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Derivatives | |||
Estimated additional accumulated other comprehensive Income/(Loss) transferred to interest expense | $ 4,600 | ||
Interest rate caps | Not Designated as Hedging Instrument | |||
Outstanding interest rate derivatives not designated as hedging instrument | |||
Number instruments | instrument | 1 | ||
Notional | $ 19,880 | ||
United Dominion Realty L.P. | |||
Derivatives | |||
Derivatives | 0 | $ 0 | |
United Dominion Realty L.P. | Interest rate contracts | |||
Derivatives | |||
Gain/(Loss) recognized in Interest Income and Other Income/(Expense), net | $ 0 | $ 0 | |
United Dominion Realty L.P. | Interest rate caps | Not Designated as Hedging Instrument | |||
Outstanding interest rate derivatives not designated as hedging instrument | |||
Number instruments | instrument | 1 | ||
Notional | $ 19,880 | ||
Other income/(expense) | Interest rate contracts | |||
Derivatives | |||
Gain/(Loss) recognized in Interest Income and Other Income/(Expense), net | 0 | 0 | |
Other income/(expense) | United Dominion Realty L.P. | Interest rate contracts | |||
Derivatives | |||
Gain/(Loss) recognized in Interest Income and Other Income/(Expense), net | $ 0 | $ 0 |
CAPITAL STRUCTURE (UNITED DOM_3
CAPITAL STRUCTURE (UNITED DOMINION REALTY, L.P.) - Units Rollforward (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Capital structure | |
Balance | 184,064,000 |
Vesting of LTIP Units | 772,000 |
Balance | 184,836,000 |
UDR, Inc. | |
Capital structure | |
Balance | 176,100,000 |
Balance | 176,100,000 |
Non-affiliated Partners | |
Capital structure | |
Balance | 8.6 |
Class A Limited Partner | UDR, Inc. | |
Capital structure | |
Balance | 100,000 |
Balance | 100,000 |
Non-affiliated Partners | Class A Limited Partner | |
Capital structure | |
Balance | 1,752,000 |
Balance | 1,752,000 |
Limited Partner | |
Capital structure | |
Balance | 6,094,000 |
Vesting of LTIP Units | 772,000 |
Balance | 6,866,000 |
Limited Partner | UDR, Inc. | |
Capital structure | |
Balance | 175,986,000 |
Balance | 175,986,000 |
Class A Limited Partner | UDR, Inc. | |
Capital structure | |
Balance | 121,000 |
Balance | 121,000 |
General Partner | UDR, Inc. | |
Capital structure | |
Balance | 111,000 |
Balance | 111,000 |
CAPITAL STRUCTURE (UNITED DOM_4
CAPITAL STRUCTURE (UNITED DOMINION REALTY, L.P.) - Ownership Interests (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)class$ / sharesshares | Dec. 31, 2019USD ($)shares | |
Capital structure | ||
Limited partnership units owned | 184,836,000 | 184,064,000 |
Redeemable noncontrolling interests in the Operating Partnership | $ | $ 819,133 | $ 1,018,665 |
Number of classes of LTIP Units | class | 2 | |
United Dominion Realty L.P. | ||
Capital structure | ||
General Partnership units outstanding | 100,000 | |
Limited partnership units owned | 176.2 | |
United Dominion Realty L.P. | ||
Capital structure | ||
General Partnership units outstanding | 110,883 | 110,883 |
Limited partnership units owned | 184,724,677 | 183,952,659 |
Required period to be outstanding before unit is redeemable (in years) | 1 year | |
Redeemable noncontrolling interests in the Operating Partnership | $ | $ 314,900 | $ 366,400 |
UDR, Inc. | ||
Capital structure | ||
Limited partnership units owned | 176,100,000 | 176,100,000 |
Percentage of units | 95.30% | 95.70% |
UDR, Inc. | United Dominion Realty L.P. | ||
Capital structure | ||
General Partnership units outstanding | 176.2 | |
Percentage of units | 95.70% | |
Non-affiliated Partners | ||
Capital structure | ||
Limited partnership units owned | 8.6 | |
Percentage of units | 4.70% | |
Non-affiliated Partners | United Dominion Realty L.P. | ||
Capital structure | ||
Limited partnership units owned | 8.6 | |
Percentage of units | 4.70% | 4.30% |
Class A Limited Partner | ||
Capital structure | ||
Cumulative, annual, non-compounded preferred return on Class A Partnership units | 8.00% | |
Value of Class A Partnership units (in dollars per share) | $ / shares | $ 16.61 | |
Class A Limited Partner | United Dominion Realty L.P. | ||
Capital structure | ||
Limited partnership units owned | 1,900,000 | 1,900,000 |
Class A Limited Partner | UDR, Inc. | ||
Capital structure | ||
Limited partnership units owned | 100,000 | 100,000 |
Non-affiliated Partners | United Dominion Realty L.P. | ||
Capital structure | ||
Limited partnership units owned | 8,600,000 | 7,900,000 |
Percentage of units | 4.70% | 4.30% |
Non-affiliated Partners | Class A Limited Partner | ||
Capital structure | ||
Limited partnership units owned | 1,752,000 | 1,752,000 |
LTIP Units One | ||
Capital structure | ||
Vesting period | 4 years | |
Minimum | LTIP Units | ||
Capital structure | ||
Vesting period | 1 year | |
Period of time LTIP units have been outstanding | 2 years | |
Minimum | Employee Director | LTIP Units Two | ||
Capital structure | ||
Vesting period | 1 year | |
Maximum | LTIP Units | ||
Capital structure | ||
Vesting period | 3 years | |
Maximum | Employee Director | LTIP Units Two | ||
Capital structure | ||
Vesting period | 3 years |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (UNITED DOMINION REALTY, L.P.) Commitments and Contingencies (Details) $ in Thousands | Mar. 31, 2020USD ($)community |
Commitments | |
Number of communities owned (in communities) | community | 150 |
Cost Incurred to Date | $ 161,997 |
UDR's Remaining Commitment | $ 229,062 |
United Dominion Realty L.P. | |
Commitments | |
Number of communities owned (in communities) | community | 52 |
Real estate communities - redevelopment | United Dominion Realty L.P. | |
Commitments | |
Number of communities owned (in communities) | community | 1 |
Cost Incurred to Date | $ 9,150 |
UDR's Remaining Commitment | $ 5,850 |
REPORTABLE SEGMENTS (UNITED D_3
REPORTABLE SEGMENTS (UNITED DOMINION REALTY, L.P.) (Details) $ in Thousands | 3 Months Ended | |||||||
Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($)segment | Mar. 31, 2020USD ($)item | Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($)home | Mar. 31, 2019USD ($)item | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segments | ||||||||
Same store communities | 37,910 | 37,910 | 37,910 | |||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Rental income | $ 320,093 | $ 267,922 | ||||||
Reconciling items: | ||||||||
Property management | (9,203) | (7,703) | ||||||
Other operating expenses | (4,966) | (5,646) | ||||||
Real estate depreciation and amortization | (155,476) | (112,468) | ||||||
General and administrative | (14,978) | (12,467) | ||||||
Casualty-related (charges)/recoveries, net | (1,251) | |||||||
Income/(loss) from unconsolidated entities | 3,367 | 49 | ||||||
Interest expense | (39,317) | (33,542) | ||||||
Net (income)/loss attributable to noncontrolling interests | (6) | (42) | ||||||
Net income/(loss) attributable to OP unitholders | 5,221 | 24,503 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | $ 12,817,998 | $ 12,817,998 | $ 12,817,998 | 12,817,998 | $ 12,817,998 | $ 12,602,101 | ||
Accumulated depreciation | (4,272,471) | (4,272,471) | (4,272,471) | (4,272,471) | (4,272,471) | (4,131,353) | ||
Total real estate owned, net of accumulated depreciation | 8,545,527 | 8,545,527 | 8,545,527 | 8,545,527 | 8,545,527 | 8,470,748 | ||
Total segment asset - net book value | 8,545,527 | 8,545,527 | 8,545,527 | 8,545,527 | 8,545,527 | 8,470,748 | ||
Reconciling items: | ||||||||
Cash and cash equivalents | 980 | 980 | 980 | 980 | 980 | 1,043 | 8,106 | $ 185,216 |
Restricted cash | 21,949 | 21,949 | 21,949 | 21,949 | 21,949 | 23,111 | 25,185 | 23,675 |
Investment in unconsolidated entities | 588,395 | 588,395 | 588,395 | 588,395 | 588,395 | 588,262 | ||
Operating lease right-of-use assets | 203,410 | 203,410 | 203,410 | 203,410 | 203,410 | 204,225 | ||
Other assets | 179,301 | 179,301 | 179,301 | 179,301 | 179,301 | 186,296 | ||
Total assets | $ 9,691,105 | $ 9,691,105 | 9,691,105 | 9,691,105 | 9,691,105 | 9,636,472 | ||
Reportable Segments | ||||||||
Number of reportable segments | segment | 2 | |||||||
Condition for Community considered to have stabilized occupancy | 90% | |||||||
Time to maintain percent occupancy to be considered a community | 3 months | |||||||
Practical expedient, single lease component | true | |||||||
Same Store Communities West Region | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 102,616 | 98,633 | ||||||
Other revenue | 2,774 | 3,076 | ||||||
Rental income | 105,390 | 101,709 | ||||||
Reportable apartment home segment NOI | 79,823 | 76,984 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | $ 3,704,480 | $ 3,704,480 | 3,704,480 | 3,704,480 | 3,704,480 | 3,696,544 | ||
Same Store Communities Mid-Atlantic Region | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 56,085 | 54,300 | ||||||
Other revenue | 1,573 | 2,002 | ||||||
Rental income | 57,658 | 56,302 | ||||||
Reportable apartment home segment NOI | 40,377 | 39,179 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | 2,356,688 | 2,356,688 | 2,356,688 | 2,356,688 | 2,356,688 | 2,350,341 | ||
Same Store Communities Northeast Region | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 30,942 | 30,193 | ||||||
Other revenue | 501 | 629 | ||||||
Rental income | 31,443 | 30,822 | ||||||
Reportable apartment home segment NOI | 20,614 | 20,977 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | 1,501,767 | 1,501,767 | 1,501,767 | 1,501,767 | 1,501,767 | 1,500,597 | ||
Same Store Communities Southeast Region | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 30,677 | 29,531 | ||||||
Other revenue | 1,429 | 1,790 | ||||||
Rental income | 32,106 | 31,321 | ||||||
Reportable apartment home segment NOI | 22,617 | 22,010 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | 810,984 | 810,984 | 810,984 | 810,984 | 810,984 | 806,830 | ||
Same Store Communities Southwest Region | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 16,626 | 16,077 | ||||||
Other revenue | 590 | 763 | ||||||
Rental income | 17,216 | 16,840 | ||||||
Reportable apartment home segment NOI | 11,056 | 10,328 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | 603,082 | 603,082 | 603,082 | 603,082 | 603,082 | 600,350 | ||
Non-Mature communities/Other | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 74,676 | 30,169 | ||||||
Other revenue | 1,604 | 759 | ||||||
Rental income | 76,280 | 30,928 | ||||||
Reportable apartment home segment NOI | 50,978 | 20,205 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | 3,840,997 | 3,840,997 | $ 3,840,997 | 3,840,997 | $ 3,840,997 | 3,647,439 | ||
Total Communities | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 311,622 | 258,903 | ||||||
Other revenue | 8,471 | 9,019 | ||||||
Rental income | 320,093 | 267,922 | ||||||
Reportable apartment home segment NOI | 225,465 | 189,683 | ||||||
United Dominion Realty L.P. | ||||||||
Segments | ||||||||
Same store communities | 15,941 | 15,941 | ||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Rental income | 112,165 | 108,334 | ||||||
Reconciling items: | ||||||||
Property management | (3,225) | (2,979) | ||||||
Other operating expenses | (3,859) | (2,400) | ||||||
Real estate depreciation and amortization | (35,300) | (34,654) | ||||||
General and administrative | (5,308) | (4,661) | ||||||
Casualty-related (charges)/recoveries, net | 2 | |||||||
Income/(loss) from unconsolidated entities | (1,761) | (2,740) | ||||||
Interest expense | (7,464) | (7,371) | ||||||
Net (income)/loss attributable to noncontrolling interests | (522) | (388) | ||||||
Net income/(loss) attributable to OP unitholders | 24,118 | 23,946 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | 3,886,613 | 3,886,613 | $ 3,886,613 | 3,886,613 | $ 3,886,613 | 3,875,160 | ||
Accumulated depreciation | (1,831,814) | (1,831,814) | (1,831,814) | (1,831,814) | (1,831,814) | (1,796,568) | ||
Total real estate owned, net of accumulated depreciation | 2,054,799 | 2,054,799 | 2,054,799 | 2,054,799 | 2,054,799 | 2,078,592 | ||
Total segment asset - net book value | 2,054,799 | 2,054,799 | 2,054,799 | 2,054,799 | 2,054,799 | 2,078,592 | ||
Reconciling items: | ||||||||
Cash and cash equivalents | 40 | 40 | 40 | 40 | 40 | 59 | 24 | 125 |
Restricted cash | 14,121 | 14,121 | 14,121 | 14,121 | 14,121 | 14,010 | 13,998 | $ 13,563 |
Investment in unconsolidated entities | 69,617 | 69,617 | 69,617 | 69,617 | 69,617 | 76,222 | ||
Operating lease right-of-use assets | 204,723 | 204,723 | 204,723 | 204,723 | 204,723 | 205,668 | ||
Other assets | 24,042 | 24,042 | 24,042 | 24,042 | 24,042 | 24,241 | ||
Total assets | $ 2,367,342 | $ 2,367,342 | 2,367,342 | 2,367,342 | 2,367,342 | 2,398,745 | ||
Reportable Segments | ||||||||
Number of reportable segments | segment | 2 | |||||||
Condition for Community considered to have stabilized occupancy | 90% | |||||||
Time to maintain percent occupancy to be considered a community | 3 months | |||||||
Practical expedient, single lease component | true | |||||||
United Dominion Realty L.P. | Same Store Communities West Region | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 63,242 | 60,782 | ||||||
Other revenue | 1,779 | 1,995 | ||||||
Rental income | 65,021 | 62,777 | ||||||
Reportable apartment home segment NOI | 49,493 | 47,797 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | $ 2,017,542 | $ 2,017,542 | 2,017,542 | 2,017,542 | 2,017,542 | 2,011,495 | ||
United Dominion Realty L.P. | Same Store Communities Mid-Atlantic Region | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 15,164 | 14,810 | ||||||
Other revenue | 431 | 535 | ||||||
Rental income | 15,595 | 15,345 | ||||||
Reportable apartment home segment NOI | 10,796 | 10,524 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | 671,170 | 671,170 | 671,170 | 671,170 | 671,170 | 669,417 | ||
United Dominion Realty L.P. | Same Store Communities Northeast Region | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 8,229 | 7,972 | ||||||
Other revenue | 101 | 166 | ||||||
Rental income | 8,330 | 8,138 | ||||||
Reportable apartment home segment NOI | 5,909 | 6,205 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | 408,954 | 408,954 | 408,954 | 408,954 | 408,954 | 408,703 | ||
United Dominion Realty L.P. | Same Store Communities Southeast Region | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 12,987 | 12,462 | ||||||
Other revenue | 644 | 775 | ||||||
Rental income | 13,631 | 13,237 | ||||||
Reportable apartment home segment NOI | 9,550 | 9,257 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | 354,058 | 354,058 | 354,058 | 354,058 | 354,058 | 352,790 | ||
United Dominion Realty L.P. | Same Store Communities Southwest Region | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 1,830 | 1,924 | ||||||
Other revenue | 71 | 31 | ||||||
Rental income | 1,901 | 1,955 | ||||||
Reportable apartment home segment NOI | 1,391 | 1,337 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | 144,640 | 144,640 | 144,640 | 144,640 | 144,640 | 144,210 | ||
United Dominion Realty L.P. | Non-Mature communities/Other | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 7,550 | 6,726 | ||||||
Other revenue | 137 | 156 | ||||||
Rental income | 7,687 | 6,882 | ||||||
Reportable apartment home segment NOI | 4,416 | 4,019 | ||||||
Reportable apartment home segment assets: | ||||||||
Total segment assets | $ 290,249 | $ 290,249 | $ 290,249 | 290,249 | $ 290,249 | $ 288,545 | ||
United Dominion Realty L.P. | Total Communities | ||||||||
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations | ||||||||
Lease revenue | 109,002 | 104,676 | ||||||
Other revenue | 3,163 | 3,658 | ||||||
Rental income | 112,165 | 108,334 | ||||||
Reportable apartment home segment NOI | $ 81,555 | $ 79,139 |