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 beneficiary. 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. UDR’s joint ventures and partnerships are funded with a combination of debt and equity. Our losses are 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 September 30, 2019 and December 31, 2018 (dollars in thousands) Number of Number of Apartment Properties Homes Investment at UDR’s Ownership Interest Location of September 30, September 30, September 30, December 31, September 30, December 31, Joint Venture Properties 2019 2019 2019 2018 2019 2018 Operating and development: UDR/MetLife I Los Angeles, CA 1 operating community 150 $ 29,599 $ 30,839 50.0 % 50.0 % UDR/MetLife II (a) Various 18 operating communities 4,059 300,479 296,807 50.0 % 50.0 % Other UDR/MetLife Various 5 operating communities 1,437 102,435 115,668 50.6 % 50.6 % Joint Ventures UDR/MetLife Vitruvian Park ® (a) Addison, TX 4 operating communities; 1,879 75,858 71,730 50.0 % 50.0 % 1 development community (b); 4 land parcels UDR/KFH (c) Washington, D.C. — — 156 5,507 — % 30.0 % West Coast Development Joint Ventures (d) Los Angeles, CA 1 operating community 293 35,165 36,143 47.0 % 47.0 % Investment in and advances to unconsolidated joint ventures, net, before participating loan investment, preferred equity investments and other investments $ 543,692 $ 556,694 Income/(loss) from investments Investment at Three Months Ended Nine Months Ended Developer Capital Program Years To UDR September 30, December 31, September 30, September 30, and Other Investments (e) Location Rate Maturity Commitment (f) 2019 2018 2019 2018 2019 2018 Preferred equity investments: West Coast Development Joint Ventures (d) Various 6.5 % N/A $ — $ 17,080 $ 65,417 $ 71 $ 25 $ (100) $ 974 1532 Harrison (g) San Francisco, CA 11.0 % 2.8 24,645 29,753 24,986 802 721 2,324 1,492 1200 Broadway (h) Nashville, TN 8.0 % 3.0 55,558 62,666 58,982 1,244 859 3,619 1,870 Junction (i) Santa Monica, CA 12.0 % 2.8 8,800 10,072 9,211 299 141 861 141 1300 Fairmount (j) Philadelphia, PA Variable 3.9 51,393 36,404 8,318 930 27 1,724 27 Essex (k) Orlando, FL 12.5 % 3.9 12,886 14,347 9,940 443 46 1,182 46 Modera Lake Merritt (l) Oakland, CA 9.0 % 4.6 27,250 17,377 — 366 — 622 — Other investments: The Portals (m) Washington, D.C. 11.0 % 1.7 38,559 46,863 43,167 1,287 1,015 3,694 2,523 Other investment ventures N/A N/A N/A $ 18,000 12,926 4,154 $ 4,247 $ (77) $ 4,272 $ (262) Total Developer Capital Program and Other Investments 247,488 224,175 Total investment in and advances to unconsolidated joint ventures, net $ 791,180 $ 780,869 (a) In August 2019, the Company entered into an agreement with MetLife, its joint venture partner, to acquire the approximately 50% ownership interest not previously owned in 10 UDR/MetLife operating communities, one development community and four land parcels valued at $1.1 billion, or $557 million at UDR’s share, and to sell its approximately 50% ownership interest in five UDR/MetLife operating communities valued at $645 million, or $323 million at UDR’s share, to MetLife. The transaction is expected to close during the fourth quarter of 2019, subject to customary closing conditions and closing price adjustments. Upon closing of the transaction, the UDR/MetLife II joint venture will hold seven operating communities and the UDR/MetLife Vitruvian Park ® joint venture will no longer hold any properties. (b) The number of apartment homes for the communities under development presented in the table above is based on the projected number of total homes upon completion of development. As of September 30, 2019, no apartment homes had been completed in the development community held by UDR/MetLife Vitruvian Park ® . (c) As of January 1, 2019, the joint venture held three operating communities. In May 2019, the joint venture sold one community, a 217 home operating community in Arlington, Virginia, for a sales price of approximately $74.8 million. As a result, the Company recorded a gain on the sale of approximately $5.3 million, which is included in Income/(loss) from unconsolidated entities In July 2019, the joint venture sold the second community, a 151 home operating community in Silver Spring, Maryland, for a sales price of approximately $43.5 million. As a result, the Company recorded a gain on the sale of approximately $5.3 million, which is included in Income/(loss) from unconsolidated entities In August 2019, the joint venture sold the third community, a 292 home operating community in Washington, D.C., directly to the Company for a sales price at 100% of approximately $184.0 million, before $2.8 million of closing costs incurred by UDR at acquisition. The Company deferred its share of the gain on sale of approximately $23.8 million and recorded it as a reduction of the carrying amount of real estate assets owned (see Note 3, Real Estate Owned (d) In 2015, the Company entered into a joint venture agreement with an unaffiliated joint venture partner and paid $136.3 million for a 48% ownership interest in a portfolio of five communities that were under construction. The communities are located in three of the Company’s core, coastal markets: Seattle, Washington, Los Angeles, California and Orange County, California. UDR earns a 6.5% preferred return on its investment through each individual community’s date of stabilization, defined as when a community reaches 80% occupancy for 90 consecutive days, while the joint venture partner is allocated all operating income and expense during the pre-stabilization period. Upon stabilization, income and expense are shared based on each partner’s ownership percentage and the Company no longer receives a 6.5% preferred return on its investment in the stabilized community. The Company serves as property manager and earns a management fee during the lease-up phase and subsequent operation of each of the communities. The unaffiliated joint venture partner is the general partner of the joint venture and the developer of the communities. The Company has concluded it does not control the joint ventures and, therefore, accounts for them under the equity method of accounting. During 2017, the Company exercised its fixed-price option to purchase the joint venture partner’s ownership interest in one of the five communities, and the joint venture sold two of the four remaining communities. In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in one of the two remaining communities, a 386 apartment home operating community in Orange County, California, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $33.5 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 The Company and its joint venture partner continue to operate the one remaining community. In 2017, the Company entered into two additional joint venture agreements with the unaffiliated joint venture partner and paid $15.5 million for a 49% ownership interest in a 155 apartment home community in Seattle, Washington and $16.1 million for a 49% ownership interest in a 276 apartment home community in Hillsboro, Oregon (together with the 2015 joint venture described above, the “West Coast Development Joint Ventures”). UDR earns a 6.5% preferred return on its investments through the communities’ date of stabilization, as defined above, while our joint venture partner is allocated all operating income and expense during the pre-stabilization period. Upon stabilization of the communities, income and expense will be shared based on each partner’s ownership percentage and the Company will no longer receive a 6.5% preferred return on its investment. The Company serves as property manager and earns a management fee during the lease-up phase and subsequent operation of the stabilized communities. The unaffiliated joint venture partner is the general partner and the developer of the communities. The Company has concluded it does not control the joint ventures and, therefore, accounts for them under the equity method of accounting. The Company has a fixed-price option to acquire the remaining interest in the communities beginning one year after completion. The unaffiliated joint venture partner is providing certain guaranties and there are construction loans on the communities. In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in the 155 apartment home operating community in Seattle, Washington, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $20.0 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 The Company’s recorded equity investment in the West Coast Development Joint Ventures at September 30, 2019 and December 31, 2018, of $52.2 million and $101.6 million, respectively, is inclusive of outside basis costs and our accrued but unpaid preferred return. (e) The Developer Capital Program is a program through which the Company makes investments, including preferred equity investments, mezzanine loans or other structured investments that may receive a fixed or variable 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. (f) Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments. (g) In June 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 136 apartment home community in San Francisco, California. The Company’s preferred equity investment of up to $24.6 million earns a preferred return of 11.0% per annum. 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. (h) In September 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 313 apartment home community in Nashville, Tennessee. The Company’s preferred equity investment of up to $55.6 million earns a preferred return of 8.0% 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. (i) In August 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 66 apartment home community in Santa Monica, CA. The Company’s preferred equity investment of $8.8 million earns a preferred return of 12.0% per annum. 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. (j) In August 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 471 apartment home community in Philadelphia, PA. The Company’s preferred equity investment of up to $51.4 million earns a preferred return between 8.5% and 12.0% 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. (k) In September 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 330 apartment home community in Orlando, FL. The Company’s preferred equity investment of up to $12.9 million earns a preferred return of 12.5% per annum. 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. (l) In April 2019, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 173 apartment home community in Oakland, CA. The Company’s preferred equity investment of up to $27.3 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 . (m) In May 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner. The joint venture has made a mezzanine loan to a third party developer of a 373 apartment home community in Washington, D.C. The unaffiliated joint venture partner is the managing member of the joint venture. The mezzanine loan is for up to $71.0 million at an interest rate of 13.5% per annum and carries a term of four years with one 12-month extension option. The Company’s commitment to the joint venture is approximately $38.6 million and earns a weighted average return of approximately 11.0% per annum. The Company has concluded that it does not control the joint venture and , therefore, accounts for it under the equity method of accounting. As of September 30, 2019 and December 31, 2018, the Company had deferred fees of $10.6 million and $11.0 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 $6.4 million and $2.9 million during the three months ended September 30, 2019 and 2018, respectively, and $12.0 million and $ 8.7 million for the nine months ended September 30, 2019 and 2018, 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 and nine months ended September 30, 2019 and 2018. Combined summary balance sheets relating to the unconsolidated joint ventures and partnerships (not just our proportionate share) are presented below as of September 30, 2019 and December 31, 2018 ( dollars in thousands September 30, December 31, 2019 2018 Total real estate, net $ 3,101,213 $ 3,311,034 Cash and cash equivalents 56,829 49,867 Other assets 165,767 124,428 Total assets $ 3,323,809 $ 3,485,329 Third party debt, net $ 1,909,223 $ 2,125,350 Accounts payable and accrued liabilities 73,803 71,272 Total liabilities 1,983,026 2,196,622 Total equity $ 1,340,783 $ 1,288,707 Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three and nine months ended September 30, 2019 and 2018 ( dollars in thousands : Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Total revenues $ 75,378 $ 76,203 $ 233,836 $ 215,140 Property operating expenses 27,505 30,096 87,073 85,435 Real estate depreciation and amortization 26,027 29,545 83,661 85,063 Operating income/(loss) 21,846 16,562 63,102 44,642 Interest expense (20,779) (22,919) (64,309) (63,990) Gain/(loss) on sale of property (a) 97,201 — 115,558 — Net unrealized gain/(loss) on held investments 25,669 — 27,191 — Other income/(loss) 82 40 194 141 Net income/(loss) $ 124,019 $ (6,317) $ 141,736 $ (19,207) (a) Represent the gains on the sale of three operating communities at the UDR/KFH joint venture level, as described in note (c) to the table above summarizing the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net. |