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 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 for the communities held by 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 June 30, 2022 and December 31, 2021 (dollars in thousands) Number of Number of Operating Apartment Income/(loss) from investments Communities Homes Investment at UDR’s Ownership Interest Three Months Ended Six Months Ended Location of June 30, June 30, June 30, December 31, June 30, December 31, June 30, June 30, Joint Ventures Properties 2022 2022 2022 2021 2022 2021 2022 2021 2022 2021 Operating: UDR/MetLife I Los Angeles, CA 1 150 $ 22,322 $ 23,880 50.0 % 50.0 % $ (508) $ (839) $ (1,133) $ (1,314) UDR/MetLife II Various 7 1,250 178,013 181,023 50.0 % 50.0 % 416 (153) 516 (2,837) Other UDR/MetLife Joint Ventures (a) Various 5 1,437 59,062 66,012 50.6 % 50.6 % (1,708) (3,367) (3,822) (6,752) Investment in and advances to unconsolidated joint ventures, net, before preferred equity investments and real estate technology investments $ 259,397 $ 270,915 $ (1,800) $ (4,359) $ (4,439) $ (10,903) Income/(loss) from investments Investment at Three Months Ended Six Months Ended Developer Capital Program Years To UDR June 30, December 31, June 30, June 30, and Real Estate Technology Investments (b) Location Rate Maturity Commitment (c) 2022 2021 2022 2021 2022 2021 Preferred equity investments: Junction Santa Monica, CA 12.0 % 0.1 $ 8,800 $ 13,987 $ 13,183 $ 410 $ 364 $ 804 $ 714 1532 Harrison San Francisco, CA 11.0 % 0.3 24,645 34,645 35,248 — 963 (6) 1,892 1200 Broadway (d) (e) Nashville, TN N/A — — — 61,326 — 1,727 11,893 3,099 1300 Fairmount (e) Philadelphia, PA 8.5 % 1.1 51,393 67,557 64,780 1,410 1,275 2,776 2,531 Modera Lake Merritt (e) Oakland, CA 9.0 % 1.8 27,250 35,357 33,828 773 714 1,529 1,405 Thousand Oaks (e) Thousand Oaks, CA 9.0 % 2.6 20,059 23,798 22,764 526 481 1,034 918 Vernon Boulevard (e) Queens, NY 13.0 % 3.0 40,000 51,402 48,210 1,630 1,431 3,191 2,804 Makers Rise (e) Herndon, VA 9.0 % 3.5 30,208 32,557 22,828 718 171 1,362 268 121 at Watters (e) Allen, TX 9.0 % 3.7 19,843 21,519 14,134 475 226 869 229 Infield Phase I Kissimmee, FL 14.0 % 1.9 16,044 15,740 — 450 — 536 — Upton Place Washington, D.C. 9.7 % 5.4 52,163 51,814 29,566 1,069 — 1,745 — Meetinghouse (f) Portland, OR 8.25 % 4.7 11,600 11,843 — 224 — 227 — Heirloom (g) Portland, OR 8.25 % 4.9 16,185 16,200 — 15 — 15 — Real estate technology investments: RETV I (h) N/A N/A N/A 18,000 29,192 71,464 (16,440) 6,055 (26,550) 8,106 RETV II N/A N/A N/A 18,000 8,729 8,130 (612) 163 (726) 62 RET Strategic Fund (i) N/A N/A N/A 25,000 7,462 — (77) — (77) — RET ESG (j) N/A N/A N/A 10,000 4,012 — — — — — Total Preferred Equity Investments and Real Estate Technology Investments 425,814 425,461 (9,429) 13,570 (1,378) 22,028 Sold joint ventures and other investments — — — 540 — 3,548 Total Joint Ventures and Developer Capital Program and Real Estate Technology Investments, net (a) $ 685,211 $ 696,376 $ (11,229) $ 9,751 $ (5,817) $ 14,673 (a) As of June 30, 2022 and December 31, 2021, the Company’s negative investment in 13 th and Market Properties LLC of $6.7 million and $6.1 million, respectively, 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. (b) 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. (c) Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments. (d) In J anuary 2022, the joint venture sold its community, a 313 apartment home operating community located in Nashville, Tennessee, for a sales price of approximately $294.0 million. As a result, the Company recorded variable upside participation on the sale of approximately $10.6 million, net of associated costs. (e) The Company’s preferred equity investment receives a variable percentage of the value created from the project upon a capital or liquidating event. (f) In March 2022, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to operate a 232 apartment home community in Portland, Oregon. The Company’s preferred equity investment of $11.6 million earns a preferred return of 8.25% per annum. The unaffiliated joint venture partner is the managing member of the joint venture. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting . (g) In June 2022, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to operate a 286 apartment home community in Portland, Oregon. The Company’s preferred equity investment of $16.2 million earns a preferred return of 8.25% per annum. The unaffiliated joint venture partner is the managing member of the joint venture. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting . (h) The Company recognized $(16.4) million and $6.1 million of investment income/(loss) from RETV I for the three months ended June 30, 2022 and 2021, respectively, and $(26.6) million and $8.1 million of investment income/(loss) from RETV I for the six months ended June 30, 2022 and 2021, respectively, which primarily related to unrealized gains/(losses) from one portfolio investment held by RETV I, SmartRent, Inc. (“SmartRent”). In 2021, SmartRent, a provider of smart home automation solutions, went public through a merger with a publicly traded special purpose acquisition company. As a result, SmartRent began trading on the New York Stock Exchange under the ticker symbol “SMRT.” Due to the merger, all shares of SmartRent that RETV I held were converted to publicly traded SmartRent shares based on a pre-determined conversion factor. Following the merger and stock conversion, RETV I began recording its investment in SmartRent based on the share price at the end of the applicable reporting period. (i) In January 2022, the Company entered into a real estate technology investment as a limited partner, for a total commitment of $25.0 million. The Company funded $7.5 million to the limited partnership at closing. The Company has concluded that it does not control the limited partnership and accounts for it under the equity method of accounting. (j) In April 2022, the Company entered into a real estate technology ESG investment as a limited partner, for a total commitment of $10.0 million. The Company funded $4.0 million to the limited partnership at closing. The Company has concluded that it does not control the limited partnership and accounts for it under the equity method of accounting. In July 2022, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to operate 14 communities located in various cities across the United States. The Company’s preferred equity investment of $102.0 million will earn a preferred return of 8.0% per annum. The unaffiliated joint venture partner is the managing member of the joint venture. The Company has concluded that it does not control the joint venture and will account for it under the equity method of accounting. As of June 30, 2022 and December 31, 2021, the Company had deferred fees of $8.4 million and $8.7 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 $2.2 million for the three months ended June 30, 2022 and 2021, respectively, and $2.5 million and $ 3.8 million for the six months ended June 30, 2022 and 2021, 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 consider various factors to determine if a decrease in the value of our Investment in and advances to unconsolidated joint ventures, net Combined summary balance sheets relating to the unconsolidated joint ventures’ and partnerships’ (not just our proportionate share) are presented below as of June 30, 2022 and December 31, 2021 ( dollars in thousands June 30, December 31, 2022 2021 Total real estate, net $ 2,258,126 $ 2,043,158 Real estate assets held for sale — 168,668 Investments, at fair value 253,753 460,241 Cash and cash equivalents 37,810 22,891 Other assets 122,422 28,948 Total assets $ 2,672,111 $ 2,723,906 Third party debt, net $ 1,296,626 $ 1,215,918 Liabilities held for sale — 106,990 Accounts payable and accrued liabilities 163,613 51,689 Total liabilities 1,460,239 1,374,597 Total equity $ 1,211,872 $ 1,349,309 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 six months ended June 30, 2022 and 2021 ( dollars in thousands : Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Total revenues $ 35,189 $ 32,006 $ 72,358 $ 64,143 Property operating expenses 16,549 16,745 34,479 33,855 Real estate depreciation and amortization 16,636 16,144 34,456 32,597 Gain/(loss) on sale of property — — 127,542 34,757 Operating income/(loss) 2,004 (883) 130,965 32,448 Interest expense (8,637) (7,460) (16,769) (19,594) Net realized gain/(loss) on held investments 70,318 83 76,622 2,577 Net unrealized gain/(loss) on held investments (217,149) 38,267 (238,641) 44,261 Other income/(loss) (175) (14) (399) (1,671) Net income/(loss) $ (153,639) $ 29,993 $ (48,222) $ 58,021 |