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 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 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. Consolidated joint venture The Company has a preferred equity investment in a joint venture that owns 1532 Harrison, a 136 home community located in San Francisco, California. In September 2022, the joint venture defaulted on its senior construction loan, and the Company subsequently purchased the loan for its unpaid balance of $47.2 million pursuant to an agreement entered into with the lender at the time the preferred equity investment was made. As a result, the joint venture was deemed to be a VIE. The Company concluded that it is the primary beneficiary of the VIE, and therefore began consolidating the joint venture. The consolidated assets and liabilities related to the VIE were initially recorded at fair value during September 2022 and were approximately $86.9 million and $0.3 million, respectively, as of September 30, 2022. The senior construction loan payable and related interest expense due from the joint venture eliminate upon consolidation of the Company’s consolidated financial statements. Unconsolidated 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 September 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 Nine Months Ended Location of September 30, September 30, September 30, December 31, September 30, December 31, September 30, September 30, Joint Ventures Properties 2022 2022 2022 2021 2022 2021 2022 2021 2022 2021 Operating: UDR/MetLife I Los Angeles, CA 1 150 $ 21,532 $ 23,880 50.0 % 50.0 % $ (423) $ (608) $ (1,556) $ (1,922) UDR/MetLife II Various 7 1,250 176,191 181,023 50.0 % 50.0 % 295 (289) 811 (3,126) Other UDR/MetLife Joint Ventures (a) Various 5 1,437 55,619 66,012 50.6 % 50.6 % (1,699) (2,859) (5,521) (9,611) Investment in and advances to unconsolidated joint ventures, net, before preferred equity investments and real estate technology investments $ 253,342 $ 270,915 $ (1,827) $ (3,756) $ (6,266) $ (14,659) 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 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 % 0.2 $ 8,800 $ 14,415 $ 13,183 $ 428 $ 379 $ 1,232 $ 1,093 1532 Harrison (d) San Francisco, CA N/A — — — 35,248 5,158 1,003 5,152 2,896 1200 Broadway (e) (f) Nashville, TN N/A — — — 61,326 — 1,837 11,893 4,936 1300 Fairmount (f) Philadelphia, PA 8.5 % 1.0 51,393 69,013 64,780 1,457 1,338 4,233 3,869 Modera Lake Merritt (f) Oakland, CA 9.0 % 1.6 27,250 34,073 33,828 (1,283) 739 246 2,144 Thousand Oaks (f) Thousand Oaks, CA 9.0 % 2.4 20,059 24,342 22,764 544 497 1,578 1,415 Vernon Boulevard (f) Queens, NY 13.0 % 2.8 40,000 53,104 48,210 1,693 1,496 4,885 4,300 Makers Rise (f) Herndon, VA 9.0 % 3.3 30,208 33,299 22,828 743 251 2,105 519 121 at Watters (f) Allen, TX 9.0 % 3.5 19,843 22,009 14,134 490 234 1,359 462 Infield Phase I Kissimmee, FL 14.0 % 1.6 16,044 17,201 — 593 — 1,129 — Upton Place Washington, D.C. 9.7 % 5.2 52,163 55,465 29,566 1,316 — 3,061 — Meetinghouse (g) Portland, OR 8.25 % 4.4 11,600 12,007 — 239 — 466 — Heirloom (h) Portland, OR 8.25 % 4.7 16,185 16,539 — 332 — 347 — Portfolio Recapitalization (i) Various 8.0 % 6.7 102,000 102,674 — 1,565 — 1,565 — Real estate technology investments: RETV I (j) N/A N/A N/A 18,000 25,639 71,464 (1,458) 9,869 (28,009) 17,975 RETV II N/A N/A N/A 18,000 9,607 8,130 122 147 (603) 209 RET Strategic Fund (k) N/A N/A N/A 25,000 7,435 — (37) — (115) — RET ESG (l) N/A N/A N/A 10,000 3,959 — (72) — (72) — Total Preferred Equity Investments and Real Estate Technology Investments 500,781 425,461 11,830 17,790 10,452 39,818 Sold joint ventures and other investments — — — 416 — 3,964 Total Joint Ventures and Developer Capital Program and Real Estate Technology Investments, net (a) $ 754,123 $ 696,376 $ 10,003 $ 14,450 $ 4,186 $ 29,123 (a) As of September 30, 2022 and December 31, 2021, the Company’s negative investment in 13 th and Market Properties LLC of $7.0 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) As disclosed above, the Company began consolidating the 1532 Harrison joint venture in September 2022. The Company recorded $5.2 million in Income/(loss) from unconsolidated entities in connection with recording the joint venture’s assets and liabilities at fair value on the date of consolidation. (e) 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. (f) The Company’s preferred equity investment receives a variable percentage of the value created from the project upon a capital or liquidating event. (g) 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 . (h) 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 . (i) In July 2022, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to operate 14 communities located in various markets 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 accounts for it under the equity method of accounting. (j) The Company recognized $(1.5) million and $9.9 million of investment income/(loss) from RETV I for the three months ended September 30, 2022 and 2021, respectively, and $(28.0) million and $18.0 million of investment income/(loss) from RETV I for the nine months ended September 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. (k) 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. (l) 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. As of September 30, 2022 and December 31, 2021, the Company had deferred fees of $8.2 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 $1.3 million and $1.1 million for the three months ended September 30, 2022 and 2021, respectively, and $3.8 million and $ 4.9 million for the nine months ended September 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 unobservable inputs, we classify these fair value measurements within Level 3 of the valuation hierarchy. The Company did not incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures during the three and nine months ended September 30, 2022 and 2021. Combined summary balance sheets relating to the unconsolidated joint ventures’ and partnerships’ (not just our proportionate share) are presented below as of September 30, 2022 and December 31, 2021 ( dollars in thousands September 30, December 31, 2022 2021 Total real estate, net $ 2,315,766 $ 2,043,158 Real estate assets held for sale — 168,668 Investments, at fair value 258,129 460,241 Cash and cash equivalents 38,298 22,891 Other assets 122,365 28,948 Total assets $ 2,734,558 $ 2,723,906 Third party debt, net $ 1,359,194 $ 1,215,918 Liabilities held for sale — 106,990 Accounts payable and accrued liabilities 156,175 51,689 Total liabilities 1,515,369 1,374,597 Total equity $ 1,219,189 $ 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 nine months ended September 30, 2022 and 2021 ( dollars in thousands : Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Total revenues $ 38,093 $ 33,635 $ 110,451 $ 97,777 Property operating expenses 18,326 18,128 52,805 51,983 Real estate depreciation and amortization 16,233 17,486 50,689 50,082 Gain/(loss) on sale of property — — 127,542 34,757 Operating income/(loss) 3,534 (1,979) 134,499 30,469 Interest expense (9,829) (13,181) (26,598) (32,776) Net realized gain/(loss) on held investments 19,331 1,875 95,953 4,452 Net unrealized gain/(loss) on held investments (24,561) 60,138 (263,202) 104,399 Other income/(loss) (478) (156) (877) (1,826) Net income/(loss) $ (12,003) $ 46,697 $ (60,225) $ 104,718 |