Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

​	​
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the quarterly period ended September 30, 2021

OR

​	​
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from to

Commission file number

1-10524

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UDR, Inc.

(Exact name of registrant as specified in its charter)

​	​
Maryland	54-0857512
(State or other jurisdiction of	(I.R.S. Employer
incorporation of organization)	Identification No.)

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1745 Shea Center Drive, Suite 200**,** Highlands Ranch**,** Colorado 80129

(Address of principal executive offices) (zip code)

(720) 283-6120

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	UDR	New York Stock Exchange

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​	​	​	​
Large Accelerated Filer ⌧	Accelerated Filer ◻	Non-Accelerated Filer ◻	Smaller Reporting Company ☐
​	​	​	Emerging Growth Company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

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The number of shares of UDR, Inc.’s common stock, $0.01 par value, outstanding as of October 25, 2021 was 309,186,379.

UDR, INC.

INDEX

​	PAGE
PART I — FINANCIAL INFORMATION
​	​
Item 1. Consolidated Financial Statements	​
​	​
Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020 (audited)	3
​	​
Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (unaudited)	4
​	​
Consolidated Statements of Comprehensive Income/(Loss) for the three and nine months ended September 30, 2021 and 2020 (unaudited)	5
​	​
Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2021 and 2020 (unaudited)	6
​	​
Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited)	8
​	​
Notes to Consolidated Financial Statements (unaudited)	10
​	​
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
​	​
Item 3. Quantitative and Qualitative Disclosures About Market Risk	64
​	​
Item 4. Controls and Procedures	64
​	​
PART II — OTHER INFORMATION
​	​
Item 1. Legal Proceedings	65
​	​
Item 1A. Risk Factors	65
​	​
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	81
​	​
Item 3. Defaults Upon Senior Securities	82
​	​
Item 4. Mine Safety Disclosures	82
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Item 5. Other Information	82
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Item 6. Exhibits	83
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Signatures	85
​	​
​	​
​	​
Exhibit 4.1	​
Exhibit 10.1	​
Exhibit 31.1	​
Exhibit 31.2	​
Exhibit 32.1	​
Exhibit 32.2	​

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UDR, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
​		2021			2020
​	​	(unaudited)		​	(audited)
ASSETS	​	​	​	​	​	​
Real estate owned:		​			​
Real estate held for investment	​	$	13,902,872	​	$	12,706,940
Less: accumulated depreciation	​		(4,983,109)	​		(4,590,577)
Real estate held for investment, net	​		8,919,763	​		8,116,363
Real estate under development (net of accumulated depreciation of $445 and $1,010, respectively)	​		331,200	​		246,867
Real estate held for disposition (net of accumulated depreciation of $34,387 and $13,779, respectively)	​		39,065	​		102,876
Total real estate owned, net of accumulated depreciation	​		9,290,028	​		8,466,106
​	​	​	​	​	​	​
Cash and cash equivalents	​		1,063	​		1,409
Restricted cash	​		28,170	​		22,762
Notes receivable, net	​		25,741	​		157,992
Investment in and advances to unconsolidated joint ventures, net	​		643,902	​		600,233
Operating lease right-of-use assets	​	​	198,339	​	​	200,913
Other assets	​		213,321	​		188,118
Total assets	​	$	10,400,564	​	$	9,637,533
​	​	​	​	​	​	​
LIABILITIES AND EQUITY	​			​
Liabilities:	​			​
Secured debt, net	​	$	1,058,647	​	$	862,147
Unsecured debt, net	​		4,463,792	​		4,114,401
Operating lease liabilities	​	​	193,277	​	​	195,592
Real estate taxes payable	​		55,849	​		29,946
Accrued interest payable	​		25,674	​		44,760
Security deposits and prepaid rent	​		51,631	​		49,008
Distributions payable	​		120,830	​		115,795
Accounts payable, accrued expenses, and other liabilities	​		114,601	​		110,999
Total liabilities	​		6,084,301	​		5,522,648
​	​	​	​	​	​	​
Commitments and contingencies (Note 13)	​			​
​	​	​	​	​	​	​
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		1,192,723	​		856,294
​	​	​	​	​	​	​
Equity:	​			​
Preferred stock, no par value; 50,000,000 shares authorized:	​			​
8.00% Series E Cumulative Convertible; 2,695,363 and 2,695,363 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	​		44,764	​		44,764
Series F; 14,331,810 and 14,440,519 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	​		1	​		1
Common stock, $0.01 par value; 450,000,000 shares authorized:	​			​
308,287,019 and 296,611,579 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	​		3,083	​		2,966
Additional paid-in capital	​		6,390,547	​		5,881,383
Distributions in excess of net income	​		(3,335,108)	​		(2,685,770)
Accumulated other comprehensive income/(loss), net	​		(6,600)	​		(9,144)
Total stockholders’ equity	​		3,096,687	​		3,234,200
Noncontrolling interests	​		26,853	​		24,391
Total equity	​		3,123,540	​		3,258,591
Total liabilities and equity	​	$	10,400,564	​	$	9,637,533

​

See accompanying notes to consolidated financial statements.

UDR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2021			2020		​	2021		​	2020
REVENUES:		​			​			​			​
Rental income	​	$	328,699	​	$	308,845	​	$	937,641	​	$	934,920
Joint venture management and other fees	​		1,071	​		1,199	​		4,918	​		3,861
Total revenues	​		329,770	​		310,044	​		942,559	​		938,781
OPERATING EXPENSES:	​			​			​			​
Property operating and maintenance	​		57,708	​		53,385	​		160,424	​		151,585
Real estate taxes and insurance	​		51,511	​		44,328	​		148,043	​		134,485
Property management	​		9,861	​		8,879	​		28,129	​		26,879
Other operating expenses	​		4,237	​		5,543	​		13,045	​		16,609
Real estate depreciation and amortization	​		152,636	​		151,949	​		442,893	​		462,481
General and administrative	​		15,810	​		11,958	​		43,673	​		37,907
Casualty-related charges/(recoveries), net	​		1,568	​		—	​		4,682	​		1,353
Other depreciation and amortization	​		3,269	​		3,887	​		8,472	​		7,939
Total operating expenses	​		296,600	​		279,929	​	​	849,361	​		839,238
Gain/(loss) on sale of real estate owned	​	​	—	​	​	—	​	​	50,829	​	​	61,303
Operating income	​		33,170	​		30,115	​		144,027	​		160,846
​	​	​	​	​	​	​	​	​	​	​	​	​
Income/(loss) from unconsolidated entities	​		14,450	​		2,940	​		29,123	​		14,328
Interest expense	​		(36,289)	​		(62,268)	​		(149,849)	​		(140,182)
Interest income and other income/(expense), net	​		8,238	​		2,183	​		12,831	​		7,304
Income/(loss) before income taxes	​		19,569	​		(27,030)	​		36,132	​		42,296
Tax (provision)/benefit, net	​		(529)	​		(187)	​		(1,283)	​		(1,877)
Net income/(loss)	​		19,040	​		(27,217)	​		34,849	​		40,419
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		(1,260)	​		1,990	​		(2,221)	​		(2,614)
Net (income)/loss attributable to noncontrolling interests	​		(49)	​		(31)	​		(73)	​		(71)
Net income/(loss) attributable to UDR, Inc.	​		17,731	​		(25,258)	​		32,555	​		37,734
Distributions to preferred stockholders — Series E (Convertible)	​		(1,058)	​		(1,051)	​		(3,171)	​		(3,179)
Net income/(loss) attributable to common stockholders	​	$	16,673	​	$	(26,309)	​	$	29,384	​	$	34,555
​	​	​	​	​	​	​	​	​	​	​	​	​
Income/(loss) per weighted average common share:	​			​			​			​
Basic	​	$	0.06	​	$	(0.09)	​	$	0.10	​	$	0.12
Diluted	​	$	0.06	​	$	(0.09)	​	$	0.10	​	$	0.12
​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average number of common shares outstanding:	​			​			​			​
Basic	​		297,828	​		294,713	​		296,998	​		294,627
Diluted	​		301,164	​		295,003	​		298,045	​		294,938

​

See accompanying notes to consolidated financial statements.

UDR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(In thousands)

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2021			2020		​	2021		​	2020
Net income/(loss)	​	$	19,040	​	$	(27,217)	​	$	34,849	​	$	40,419
Other comprehensive income/(loss), including portion attributable to noncontrolling interests:	​			​			​			​
Other comprehensive income/(loss) - derivative instruments:	​			​			​			​
Unrealized holding gain/(loss)	​		1,389	​		(30)	​		1,422	​		(3,241)
(Gain)/loss reclassified into earnings from other comprehensive income/(loss)	​		441	​		1,585	​		1,314	​		3,234
Other comprehensive income/(loss), including portion attributable to noncontrolling interests	​		1,830	​		1,555	​		2,736	​		(7)
Comprehensive income/(loss)	​		20,870	​		(25,662)	​		37,585	​		40,412
Comprehensive (income)/loss attributable to noncontrolling interests	​		(1,437)	​		1,850	​		(2,486)	​		(2,724)
Comprehensive income/(loss) attributable to UDR, Inc.	​	$	19,433	​	$	(23,812)	​	$	35,099	​	$	37,688

​

See accompanying notes to consolidated financial statements.

​

UDR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except per share data)

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​		​	​		​	​	​	Distributions		​	Accumulated Other Comprehensive		​	​	​	​	​	​
​	​	Preferred		​	Common		​	Paid-in		​	in Excess of		​	Income/(Loss),		​	Noncontrolling		​	​	​
​	​	Stock		​	Stock		​	Capital		​	Net Income		​	net		​	Interests		​	Total
Balance at June 30, 2021	​	$	44,765	​	$	2,968	​	$	5,887,838	​	$	(3,143,000)	​	$	(8,301)	​	$	20,903	​	$	2,805,173
Net income/(loss) attributable to UDR, Inc.	​	​	—	​	​	—	​	​	—	​	​	17,731	​	​	—	​	​	—	​	​	17,731
Net income/(loss) attributable to noncontrolling interests	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	41	​	​	41
Long Term Incentive Plan Unit grants/(vestings), net	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	5,909	​	​	5,909
Other comprehensive income/(loss)	​	​	—	​	​	—	​	​	—	​	​	—	​	​	1,701	​	​	—	​	​	1,701
Issuance/(forfeiture) of common and restricted shares, net	​	​	—	​	​	—	​	​	1,489	​	​	—	​	​	—	​	​	—	​	​	1,489
Issuance of common shares through public offering, net	​	​	—	​	​	114	​	​	499,616	​	​	—	​	​	—	​	​	—	​	​	499,730
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership	​	​	—	​	​	1	​	​	1,604	​	​	—	​	​	—	​	​	—	​	​	1,605
Common stock distributions declared ($0.3625 per share)	​	​	—	​	​	—	​	​	—	​	​	(111,755)	​	​	—	​	​	—	​	​	(111,755)
Preferred stock distributions declared-Series E ($0.3925 per share)	​	​	—	​	​	—	​	​	—	​	​	(1,058)	​	​	—	​	​	—	​	​	(1,058)
Adjustment to reflect redemption value of redeemable noncontrolling interests	​	​	—	​	​	—	​	​	—	​	​	(97,026)	​	​	—	​	​	—	​	​	(97,026)
Balance at September 30, 2021	​	$	44,765	​	$	3,083	​	$	6,390,547	​	$	(3,335,108)	​	$	(6,600)	​	$	26,853	​	$	3,123,540

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		​	​		​	​		Distributions		​	Accumulated Other Comprehensive		​	​	​	​	​	​
​	​	Preferred		​	Common		​	Paid-in		​	in Excess of		​	Income/(Loss),		​	Noncontrolling		​	​	​
​	​	Stock		​	Stock		​	Capital		​	Net Income		​	net		​	Interests		​	Total
Balance at December 31, 2020	​	$	44,765	​	$	2,966	​	$	5,881,383	​	$	(2,685,770)	​	$	(9,144)	​	$	24,391	​	$	3,258,591
Net income/(loss) attributable to UDR, Inc.	​	​	—	​	​	—	​	​	—	​	​	32,555	​	​	—	​	​	—	​	​	32,555
Net income/(loss) attributable to noncontrolling interests	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	57	​	​	57
Redemption of noncontrolling interests in consolidated real estate	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	(125)	​	​	(125)
Long Term Incentive Plan Unit grants/(vestings), net	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	2,530	​	​	2,530
Other comprehensive income/(loss)	​	​	—	​	​	—	​	​	—	​	​	—	​	​	2,544	​	​	—	​	​	2,544
Issuance/(forfeiture) of common and restricted shares, net	​	​	—	​	​	1	​	​	2,999	​	​	—	​	​	—	​	​	—	​	​	3,000
Issuance of common shares through public offering, net	​	​	—	​	​	114	​	​	499,223	​	​	—	​	​	—	​	​	—	​	​	499,337
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership	​	​	—	​	​	2	​	​	6,942	​	​	—	​	​	—	​	​	—	​	​	6,944
Common stock distributions declared ($1.0875 per share)	​	​	—	​	​	—	​	​	—	​	​	(327,015)	​	​	—	​	​	—	​	​	(327,015)
Preferred stock distributions declared-Series E ($1.1775 per share)	​	​	—	​	​	—	​	​	—	​	​	(3,171)	​	​	—	​	​	—	​	​	(3,171)
Adjustment to reflect redemption value of redeemable noncontrolling interests	​	​	—	​	​	—	​	​	—	​	​	(351,707)	​	​	—	​	​	—	​	​	(351,707)
Balance at September 30, 2021	​	$	44,765	​	$	3,083	​	$	6,390,547	​	$	(3,335,108)	​	$	(6,600)	​	$	26,853	​	$	3,123,540

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		​	​		​	​		Distributions			Accumulated Other Comprehensive			​	​		​	​
​	​	Preferred		​	Common		​	Paid-in		​	in Excess of		​	Income/(Loss),		​	Noncontrolling		​	​	​
​	​	Stock		​	Stock		​	Capital		​	Net Income		​	net		​	Interests		​	Total
Balance at June 30, 2020	​	$	44,765	​	$	2,951	​	$	5,794,428	​	$	(2,432,882)	​	$	(11,940)	​	$	17,623	​	$	3,414,945
Net income/(loss) attributable to UDR, Inc.	​		—	​		—	​		—	​		(25,258)	​		—	​		—	​		(25,258)
Net income/(loss) attributable to noncontrolling interests	​		—	​		—	​		—	​		—	​		—	​		15	​		15
Repurchase of common shares	​	​	—	​		(6)	​		(19,789)	​		—	​		—	​		—	​		(19,795)
Long Term Incentive Plan Unit grants/(vestings), net	​		—	​		—	​		—	​		—	​		—	​		3,158	​		3,158
Other comprehensive income/(loss)	​		—	​		—	​		—	​		—	​		1,446	​		—	​		1,446
Issuance/(forfeiture) of common and restricted shares, net	​		—	​		—	​		1,255	​		—	​		—	​		—	​		1,255
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership	​		—	​		—	​		373	​		—	​		—	​		—	​		373
Common stock distributions declared ($0.36 per share)	​		—	​		—	​		—	​		(106,020)	​		—	​		—	​		(106,020)
Preferred stock distributions declared-Series E ($0.3898 per share)	​		—	​		—	​		—	​		(1,051)	​		—	​		—	​		(1,051)
Adjustment to reflect redemption value of redeemable noncontrolling interests	​		—	​		—	​		—	​		64,384	​		—	​		—	​		64,384
Balance at September 30, 2020	​	$	44,765	​	$	2,945	​	$	5,776,267	​	$	(2,500,827)	​	$	(10,494)	​	$	20,796	​	$	3,333,452

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		​	​		​	​		Distributions			Accumulated Other Comprehensive			​	​		​	​
​	​	Preferred		​	Common		​	Paid-in		​	in Excess of		​	Income/(Loss),		​	Noncontrolling		​	​	​
​	​	Stock		​	Stock		​	Capital		​	Net Income		​	net		​	Interests		​	Total
Balance at December 31, 2019	​	$	46,201	​	$	2,946	​	$	5,781,975	​	$	(2,462,132)	​	$	(10,448)	​	$	30,772	​	$	3,389,314
Net income/(loss) attributable to UDR, Inc.	​		—	​		—	​		—	​		37,734	​		—	​		—	​		37,734
Net income/(loss) attributable to noncontrolling interests	​		—	​		—	​		—	​		—	​		—	​		24	​		24
Repurchase of common shares	​	​	—	​		(6)	​		(19,789)	​		—	​		—	​		—	​		(19,795)
Long Term Incentive Plan Unit grants/(vestings), net	​		—	​		—	​		—	​		—	​		—	​		(10,000)	​		(10,000)
Other comprehensive income/(loss)	​		—	​		—	​		—	​		—	​		(46)	​		—	​		(46)
Issuance/(forfeiture) of common and restricted shares, net	​		—	​		1	​		1,026	​		—	​		—	​		—	​		1,027
Cumulative effect upon adoption of ASC 326	​	​	—	​		—	​		—	​		(2,182)	​		—	​		—	​		(2,182)
Conversion of Series E Cumulative Convertible shares	​	​	(1,436)	​	​	1	​	​	1,435	​	​	—	​	​	—	​	​	—	​	​	—
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership	​		—	​		3	​		11,620	​		—	​		—	​		—	​		11,623
Common stock distributions declared ($1.08 per share)	​		—	​		—	​		—	​		(318,442)	​		—	​		—	​		(318,442)
Preferred stock distributions declared-Series E ($1.1694 per share)	​		—	​		—	​		—	​		(3,179)	​		—	​		—	​		(3,179)
Adjustment to reflect redemption value of redeemable noncontrolling interests	​		—	​		—	​		—	​		247,374	​		—	​		—	​		247,374
Balance at September 30, 2020	​	$	44,765	​	$	2,945	​	$	5,776,267	​	$	(2,500,827)	​	$	(10,494)	​	$	20,796	​	$	3,333,452

​

See accompanying notes to consolidated financial statements.

​

UDR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except for share data)

(Unaudited)

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2021			2020
Operating Activities	​	​			​
Net income/(loss)	​	$	34,849	​	$	40,419
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:	​			​
Depreciation and amortization	​		451,365	​		470,420
(Gain)/loss on sale of real estate owned	​		(50,829)	​		(61,303)
(Income)/loss from unconsolidated entities	​		(29,123)	​		(14,328)
Return on investment in unconsolidated joint ventures	​		19,402	​		1,832
Amortization of share-based compensation	​		17,473	​		15,086
Loss on extinguishment of debt, net	​	​	42,336	​	​	24,540
Other	​		15,102	​		4,771
Changes in operating assets and liabilities:	​			​
(Increase)/decrease in operating assets	​		(13,059)	​		(22,628)
Increase/(decrease) in operating liabilities	​		(4,347)	​		(2,217)
Net cash provided by/(used in) operating activities	​		483,169	​		456,592
​	​	​	​	​	​	​
Investing Activities	​			​
Acquisition of real estate assets	​		(904,434)	​		(157,101)
Proceeds from sales of real estate investments, net	​		154,857	​		133,934
Development of real estate assets	​		(119,254)	​		(88,261)
Capital expenditures and other major improvements — real estate assets	​		(112,001)	​		(105,257)
Capital expenditures — non-real estate assets	​		(10,087)	​		(11,345)
Investment in unconsolidated joint ventures	​		(67,665)	​		(66,893)
Distributions received from unconsolidated joint ventures	​		34,494	​		8,085
Purchase deposits on pending acquisitions	​	​	(10,000)	​	​	500
Repayment/(issuance) of notes receivable, net	​		112,815	​		(6,393)
Net cash provided by/(used in) investing activities	​		(921,275)	​		(292,731)
​	​	​	​	​	​	​
Financing Activities	​			​
Payments on secured debt	​		(818)	​		(358,098)
Proceeds from the issuance of secured debt	​		—	​		160,930
Payments on unsecured debt	​	​	(300,000)	​	​	(116,894)
Net proceeds from the issuance of unsecured debt	​		511,552	​		610,896
Net proceeds/(repayment) of commercial paper	​		125,000	​		(70,000)
Net proceeds/(repayment) of revolving bank debt	​		15,062	​		5,503
Proceeds from the issuance of common shares through public offering, net	​		499,337	​		—
Repurchase of common shares	​	​	—	​	​	(19,795)
Distributions paid to redeemable noncontrolling interests	​		(25,275)	​		(23,913)
Distributions paid to preferred stockholders	​		(3,160)	​		(3,150)
Distributions paid to common stockholders	​		(322,041)	​		(313,326)
Payment of prepayment and extinguishment costs	​	​	(40,769)	​	​	(35,495)
Other	​		(15,720)	​		(9,610)
Net cash provided by/(used in) financing activities	​		443,168	​		(172,952)
Net increase/(decrease) in cash, cash equivalents, and restricted cash	​		5,062	​		(9,091)
Cash, cash equivalents, and restricted cash, beginning of year	​		24,171	​		33,291
Cash, cash equivalents, and restricted cash, end of period	​	$	29,233	​	$	24,200
​	​	​	​	​	​	​
Supplemental Information:	​			​
Interest paid during the period, net of amounts capitalized	​	$	126,209	​	$	132,147
Cash paid for amounts included in the measurement of lease liabilities:	​	​	​	​	​	​
Operating cash flows from operating leases	​	​	9,377	​	​	9,377
Cash paid/(refunds received) for income taxes	​		3,909	​		864
Non-cash transactions:	​			​
Secured debt assumed upon acquisition of real estate assets	​	$	201,296	​	$	—
Acquisition of land parcel pursuant to a deed in lieu of foreclosure	​	​	25,000	​	​	—
Cancellation of secured note receivable pursuant to a deed in lieu of foreclosure	​	​	24,869	​	​	—
Transfer of investment in and advances to unconsolidated joint ventures to real estate owned	​	​	—	​	​	14,700
Acquisition of intellectual property in exchange for cancellation of secured note receivable	​	​	—	​	​	2,250
Recognition of allowance for credit losses	​	​	—	​	​	2,182
Vesting of LTIP Units	​	​	14,578	​	​	23,501
Development costs and capital expenditures incurred, but not yet paid	​		37,056	​		27,705

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2021			2020
Conversion of Operating Partnership and DownREIT Partnership noncontrolling interests to common stock (168,953 shares in 2021 and 271,176 shares in 2020)	​		6,944	​		11,623
Dividends declared, but not yet paid	​		120,830	​		115,055
​	​	​	​	​	​	​
The following reconciles cash, cash equivalents, and restricted cash to amounts as shown above:	​	​	​	​	​	​
Cash, cash equivalents, and restricted cash, beginning of year:	​	​	​	​	​	​
Cash and cash equivalents	​	$	1,409	​	$	8,106
Restricted cash	​	​	22,762	​	​	25,185
Total cash, cash equivalents, and restricted cash as shown above	​	$	24,171	​	$	33,291
Cash, cash equivalents, and restricted cash, end of period:	​	​	​	​	​	​
Cash and cash equivalents	​	$	1,063	​	$	927
Restricted cash	​	​	28,170	​	​	23,273
Total cash, cash equivalents, and restricted cash as shown above	​	$	29,233	​	$	24,200

​

​

See accompanying notes to consolidated financial statements.

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

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 September 30, 2021, there were 185.2 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 95.1%, were owned by UDR and 9.0 million OP Units, or 4.9%, were owned by outside limited partners. As of September 30, 2021, there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 18.9 million, or 58.3%, were owned by UDR and its subsidiaries and 13.5 million, or 41.7%, 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 (the “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 September 30, 2021, and results of operations for the three and nine months ended September 30, 2021 and 2020, 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, 2020 appearing in UDR’s Annual Report on Form 10-K, filed with the SEC on February 18, 2021.

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 3, Real Estate Owned, Note 5, Joint Ventures and Partnerships, Note 7_, Secured and Unsecured Debt, Net,_ Note 8, Income/(Loss) Per Share and Note 13_, Commitments and Contingencies_.

2. SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

In March 2020, the SEC adopted rules that amended the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. Subsequently, in November 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762, which revised SEC paragraphs of the codification to reflect, as appropriate, the amended disclosure requirements mentioned above. Under the amended rules, parent companies can provide alternative disclosures in lieu of separate audited financial statements of subsidiary issuers and guarantors that meet certain criteria. We evaluated the criteria and determined that we are eligible for the exceptions, which allow us to provide alternative disclosures for the Operating Partnership, which guarantees certain outstanding debt securities issued by the Company. As a result of the amendments, the Operating Partnership, as subsidiary guarantor, is no longer subject to the filing requirements under Section 15(d) of the Securities Exchange Act of 1934, as

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

amended (the “Exchange Act”), and will no longer file separate periodic and current reports in reliance on Rule 12h-5 under the Exchange Act. The alternative disclosures related to the Operating Partnership are presented in Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations” in this report.

​

In August 2020, the FASB issued ASU 2020-06, Debt—Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in E_ntity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity_. The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The updated standard will be effective on January 1, 2022; however, early adoption of the ASU is permitted on January 1, 2021. The Company early adopted the guidance on January 1, 2021; however, the updated standard did not have a material impact on the consolidated financial statements and related disclosures.

​

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. The ASU has not had a material impact on the consolidated financial statements and the Company does not expect the ASU to have a material impact on the consolidated financial statements on a prospective basis.

​

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.

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

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 on the Consolidated Statements of Operations. Recoveries of financial assets previously written off are recorded when received. For the three and nine months ended September 30, 2021 and 2020, the Company recorded $0.6 million and approximately $(0.1) million, respectively, of credit recoveries/(losses) on the Consolidated Statements of Operations.

​

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.

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.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

The following table summarizes our Notes receivable, net as of September 30, 2021 and December 31, 2020 (dollars in thousands):

​	​	​	​	​	​	​	​	​
​	​	Interest rate at	​	Balance Outstanding
​		September 30,		September 30,			December 31,
​	​	2021	​	2021		​	2020
Note due February 2021 (a)	​	N/A	​	$	—	​	$	4,000
Note due May 2022 (b)	​	N/A	%	​	—	​	​	20,000
Note due May 2022 (c)	​	14.00	%	​	2,760	​	​	—
Note due October 2022 (d)		N/A	%	​	—	​	​	115,000
Note due January 2023 (e)	​	10.00	%	​	23,110	​	​	19,685
Notes Receivable	​	​	​	​	25,870	​	​	158,685
Allowance for credit losses	​	​	​	​	(129)	​	​	(693)
Total notes receivable, net			​	$	25,741	​	$	157,992

(a)	In May 2020, the Company entered into a promissory note with an unaffiliated third party with an aggregate commitment of $4.0 million, in connection with the sale of an operating community. In January 2021, the unaffiliated third party repaid the $4.0 million promissory note.

(b)	The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million. The note was secured by a parcel of land and related land improvements located in Alameda, California.

In September 2020, the developer defaulted on the loan. As a result of the default, in April 2021, the Company took title to the property pursuant to a deed in lieu of foreclosure. As such, the Company increased its real estate assets owned by approximately $25.0 million, the fair market value of the property on the date of the title transfer, and recorded a $0.1 million gain on extinguishment of the secured note to Interest income and other income/(expense), net on the Consolidated Statements of Operations, which was based on the note’s principal balance and unpaid accrued interest of $4.9 million. (See Note 3, Real Estate Owned for further discussion.)

(c)	The Company has a secured note with an unaffiliated third party with an aggregate commitment of $2.8 million, all of which has been funded. The note is secured by a to-be-developed parcel of land in Kissimmee, Florida. Interest payments are due when the loan matures. The note matures in May 2022.

(d)	The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $115.0 million. Interest payments were due when the loan matured. The note was secured by a first priority deed of trust on a 259 apartment home operating community in Bellevue, Washington, which was completed in 2020.

In July 2021, the Company acquired the operating community. In connection with the acquisition of this community, the note and the unpaid accrued interest were paid in full. (See Note 3, Real Estate Owned for further discussion.)

(e)

The Company has a secured note with an unaffiliated third party with an aggregate commitment of $25.4 million, of which $23.1 million has been funded, including $3.4 million funded during the nine months ended September 30, 2021. 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.

In August 2021, the terms of this secured note were amended to increase the aggregate commitment from $22.0 million to $25.4 million.

The Company recognized $0.7 million and $2.0 million of interest income from notes receivable described above during the three months ended September 30, 2021 and 2020, respectively, and $4.6 million and $7.0 million of interest income for the notes receivable described above during the nine months ended September 30, 2021 and 2020, respectively, none of which was related party interest. Interest income is included in Interest income and other income/(expense), net on the Consolidated Statements of Operations.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

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 and nine months ended September 30, 2021 and 2020, 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 on the Consolidated Statements of Operations. See Note 11, Derivatives and Hedging Activity, for further discussion. The allocation of other comprehensive income/(loss) to redeemable noncontrolling interests during the three months ended September 30, 2021 and 2020 was $0.1 million and $0.1 million, respectively, and during the nine months ended September 30, 2021 and 2020 was $0.2 million and $0.1 million, respectively.

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 September 30, 2021 and December 31, 2020, UDR’s net deferred tax asset/(liability) was ($0.7) million and ($3.2) million, respectively, and are recorded in Accounts payable, accrued expenses and other liabilities on the Consolidated Balance Sheets.

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 and evaluates its tax positions 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 on the Consolidated Statements of Operations over the book life of the qualifying depreciable property. The ITCs are recorded in Accounts payable, accrued expenses and other liabilities on the Consolidated Balance Sheets.

UDR had no material unrecognized tax benefit, accrued interest or penalties at September 30, 2021. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2018 through 2020 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 on the Consolidated Statements of Operations.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

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, which permits equity classification when a contract is considered indexed to the entity’s own stock and the contract requires or permits the issuing entity to settle the contract in shares (either physically or net in shares).

​

The guidance establishes a two-step process for evaluating whether an equity-linked financial instrument is considered indexed to the entity’s 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 for further discussion.)

​

Impact of COVID-19 Pandemic

​

The Company continues to closely monitor 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 and intensity of the pandemic, the timing and effectiveness of COVID-19 vaccines, the duration of government measures to mitigate the pandemic and the success of government rental assistance programs, all of which continue to be uncertain and difficult to predict.

​

Given the uncertainty, we cannot predict the effect on future periods, but the adverse impact that could occur on the Company’s future financial condition, results of operations and cash flows could be material, including, but not limited to, as a result of extended or reinstated eviction moratoriums or other restrictions or limitations imposed, the operation of government rent assistance programs, additional rent deferrals, payment plans, lease concessions, waiving late payment fees, charges from potential adjustments to the carrying amount of receivables, and asset impairment charges.

​

During the three and nine months ended September 30, 2021, the Company performed an analysis in accordance with the ASC 842, Leases, guidance to assess the collectibility of its operating lease receivables in light of the COVID-19 pandemic. This analysis included an assessment of collectibility of current and future rents and whether those lease payments were no longer probable of collection. In accordance with the leases guidance, if lease payments are no longer deemed to be probable over the life of the lease contract, we recognize revenue only when cash is received, and all existing contractual operating lease receivables and straight-line lease receivables are reserved.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

As a result of its analysis, the Company reduced its reserve by approximately $3.0 million for multifamily tenant lease receivables and approximately $1.2 million for retail tenant lease receivables for its wholly-owned communities and communities held by joint ventures for the three months ended September 30, 2021. In aggregate, the reduction in reserve is reflected as a $4.1 million increase to Rental income and a $0.1 million increase to Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations for the three months ended September 30, 2021. For the nine months ended September 30, 2021, the Company reserved approximately $1.8 million of incremental multifamily tenant lease receivables and approximately $0.3 million of incremental retail tenant lease receivables for its wholly-owned communities and communities held by joint ventures. In aggregate, the reserve is reflected as a $1.7 million reduction to Rental income and a $0.4 million reduction to Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations for the nine months ended September 30, 2021.The impact to deferred leasing commissions was not material for the three and nine months ended September 30, 2021.

​

The Company did not recognize any other adjustments to the carrying amounts of assets or asset impairment charges due to the COVID-19 pandemic for the nine months ended September 30, 2021.

​

​

​

​

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 September 30, 2021, the Company owned and consolidated 158 communities in 13 states plus the District of Columbia totaling 52,071 apartment homes. The following table summarizes the carrying amounts for our real estate owned (at cost) as of September 30, 2021 and December 31, 2020 (dollars in thousands):

​

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2021		​	2020
Land	​	$	2,301,297	​	$	2,139,765
Depreciable property — held and used:	​			​
Land improvements	​		238,522	​		233,823
Building, improvements, and furniture, fixtures and equipment	​		11,313,023	​		10,292,782
Real estate intangible assets	​	​	50,030	​	​	40,570
Under development:	​			​
Land and land improvements	​		74,399	​		73,702
Building, improvements, and furniture, fixtures and equipment	​		257,246	​		174,175
Real estate held for disposition:	​			​
Land and land improvements	​		17,091	​		15,184
Building, improvements, and furniture, fixtures and equipment	​		56,361	​		101,471
Real estate owned	​		14,307,969	​		13,071,472
Accumulated depreciation (a)	​		(5,017,941)	​		(4,605,366)
Real estate owned, net	​	$	9,290,028	​	$	8,466,106

	(a)	Accumulated depreciation is inclusive of $8.0 million and $5.8 million of accumulated amortization related to real estate intangible assets as of September 30, 2021 and December 31, 2020, respectively.

​

Acquisitions

In January 2021, the Company acquired a 300 apartment home operating community located in Franklin, Massachusetts for approximately $77.4 million. In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $51.8 million. The Company increased its real estate assets owned by approximately $82.0 million, recorded $2.0 million of in-place lease intangibles, and recorded a $6.6 million debt premium in connection with the above-market debt assumed.

In April 2021, the Company acquired a 636 apartment home operating community located in Farmers Branch, Texas for approximately $110.2 million. In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $42.0 million. The

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

Company increased its real estate assets owned by approximately $111.5 million, recorded $3.0 million of in-place lease intangibles, and recorded a $4.3 million debt premium in connection with the above-market debt assumed.

​

The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million. The note was secured by a parcel of land and related land improvements located in Alameda, California. In September 2020, the developer defaulted on the loan. As a result of the default, in April 2021, the Company took title to the property pursuant to a deed in lieu of foreclosure. The Company increased its real estate assets owned by approximately $25.0 million, the fair market value of the property on the date of the title transfer, and recorded a $0.1 million gain on extinguishment of the secured note to Interest income and other income/(expense), net on the Consolidated Statements of Operations. (See Note 2, Significant Accounting Policies for further discussion.)

​

In May 2021, the Company acquired a to-be-developed parcel of land located in Tampa, Florida for approximately $6.6 million.

​

In May 2021, the Company acquired a 945 apartment home operating community located in Frisco, Texas for approximately $166.9 million. In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $89.5 million. The Company increased its real estate assets owned by approximately $169.9 million, recorded $4.1 million of in-place lease intangibles, and recorded a $7.1 million debt premium in connection with the above-market debt assumed.

​

In June 2021, the Company acquired a 468 apartment home operating community located in Germantown, Maryland for approximately $121.9 million. The Company increased its real estate assets owned by approximately $119.3 million and recorded $2.6 million of in-place lease intangibles.

​

In July 2021, the Company acquired a 259 apartment home operating community located in Bellevue, Washington for approximately $171.9 million. The Company previously had a $115.0 million secured note receivable associated with this operating community. The Company increased its real estate assets owned by approximately $169.1 million and recorded $2.8 million of in-place lease intangibles. In connection with the acquisition of this community, the note and the unpaid accrued interest were paid in full. (See Note 2, Significant Accounting Policies for further discussion.)

​

In August 2021, the Company acquired a 544 apartment home operating community located in Germantown, Maryland for approximately $127.2 million. The Company increased its real estate assets owned by approximately $124.4 million and recorded $2.8 million of in-place lease intangibles.

​

In September 2021, the Company acquired a 320 apartment home operating community located in King of Prussia, Pennsylvania for approximately $116.2 million. The Company increased its real estate assets owned by approximately $113.8 million and recorded $2.4 million of in-place lease intangibles.

​

In September 2021, the Company acquired a 192 apartment home operating community located in Towson, Maryland for approximately $57.6 million. The Company increased its real estate assets owned by approximately $54.0 million and recorded $2.4 million of real estate tax intangibles and $1.2 million of in-place lease intangibles.

​

In September 2021, the Company acquired a 339 apartment home operating community located in Philadelphia, Pennsylvania for approximately $147.0 million. The Company increased its real estate assets owned by approximately $137.1 million and recorded $7.1 million of real estate tax intangibles and $2.8 million of in-place lease intangibles.

​

In October 2021, the Company acquired its joint venture partner’s common equity interest in a 330 apartment home operating community located in Orlando, Florida, for a total purchase price of approximately $105.0 million. The Company paid for the community by issuing approximately 0.9 million OP Units (valued at $53.00 per unit) to the seller, which equaled $47.9 million. In connection with the acquisition, the joint venture construction loan of approximately $39.6 million was repaid. The Company previously held a $16.4 million preferred equity investment in the entity on the date of acquisition, which it accounted for as an unconsolidated equity investment (see Note 5, Joint Ventures and Partnerships). As a result, in October 2021, the Company increased its ownership interest to 100% and consolidated the operating community. The Company accounted for the consolidation as an asset acquisition resulting in no gain or loss upon consolidation.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

In October 2021, the Company acquired a 663 apartment home operating community located in Orlando, Florida for approximately $177.5 million.

​

Dispositions

​

In February 2021, the Company sold an operating community located in Anaheim, California with a total of 386 apartment homes for gross proceeds of $156.0 million, resulting in a gain of approximately $50.8 million.

​

In October 2021, the Company sold an operating community located in Anaheim, California with a total of 265 apartment homes for a sales price of $126.0 million, resulting in a gain of approximately $85.3 million.

​

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. The Company capitalizes costs directly related to the predevelopment, development, and redevelopment of a capital project, which include, but are not limited to, interest, real estate taxes, insurance, and allocated development and redevelopment overhead related to support costs for personnel working on the capital projects. We use our professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress and such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use. These costs, excluding the direct costs of development and redevelopment and capitalized interest, for the three months ended September 30, 2021 and 2020, were $2.4 million and $1.6 million, respectively, and $9.2 million and $10.3 million for the nine months ended September 30, 2021 and 2020, respectively. Total capitalized interest was $2.4 million and $1.8 million for the three months ended September 30, 2021 and 2020, respectively, and $6.8 million and $4.9 million for the nine months ended September 30, 2021 and 2020, respectively. As each apartment home in a capital project is completed and becomes available for lease-up, the Company ceases capitalization on the related portion of the costs and depreciation commences over the estimated useful life.

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. The Company did not recognize any impairments in the value of its long-lived assets during the three and nine months ended September 30, 2021 and 2020.

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.

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

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

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.

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 on the Consolidated Balance Sheets or are accounted for under the equity method of accounting, and are included in Investment in and advances to unconsolidated joint ventures, net, on the Consolidated Balance Sheets. The Company consolidates the entities that we control as well as any variable interest entity where we are the primary 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 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.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

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, 2021 and December 31, 2020 (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		2021		2021		2021			2020		​	2021		​	2020		​	2021			2020		​	2021			2020
Operating:	​		​		​		​		​	​		​	​		​	​			​	​	​	​	​	​	​	​	​	​	​	​
UDR/MetLife I	​	Los Angeles, CA	​	1	​	150	​	$	24,497	​	$	26,426	​	50.0	%	​	50.0	%	​	$	(608)	​	$	(751)	​	$	(1,922)	​	$	(1,863)
UDR/MetLife II		Various		7		1,250		​	183,116		​	151,353	​	50.0	%	​	50.0	%	​	​	(289)	​	​	(441)	​	​	(3,126)	​	​	(522)
Other UDR/MetLife Joint Ventures (a)		Various		5		1,437		​	70,368		​	82,072	​	50.6	%	​	50.6	%	​	​	(2,859)	​	​	(3,151)	​	​	(9,611)	​	​	(7,275)
West Coast Development Joint Ventures (b)	​	Los Angeles, CA	​	—	​	—	​	​	—	​	​	30,080	​	47.0	%	​	47.0	%	​	​	(128)	​	​	(148)	​	​	2,358	​	​	(284)
Investment in and advances to unconsolidated joint ventures, net, before preferred equity investments and real estate technology investments							​	$	277,981	​	$	289,931	​			​		​	​	$	(3,884)	​	$	(4,491)	​	$	(12,301)	​	$	(9,944)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	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 (c)		Location		Rate		Maturity	​	Commitment (d)			2021			2020			2021			2020			2021			2020
Preferred equity investments:							​	​	​	​			​			​	​		​	​	​	​	​	​		​
1532 Harrison	​	San Francisco, CA	​	11.0	%	0.7	​	$	24,645	​	$	36,088	​	$	34,135	​	​	1,003	​	​	875	​	$	2,896	​	$	2,557
Junction	​	Santa Monica, CA	​	12.0	%	0.8	​	​	8,800	​	​	12,792	​	​	11,699	​	​	379	​	​	337	​	​	1,093	​	​	974
1200 Broadway (e) (f)	​	Nashville, TN	​	12.25	%	1.0	​	​	55,558	​	​	60,594	​	​	69,330	​	​	1,837	​	​	1,347	​	​	4,936	​	​	3,934
1300 Fairmount (f)	​	Philadelphia, PA	​	8.5	%	1.9	​	​	51,393	​	​	63,413	​	​	59,544	​	​	1,338	​	​	1,230	​	​	3,869	​	​	3,587
Essex (g)	​	Orlando, FL	​	12.5	%	1.9	​	​	12,886	​	​	17,629	​	​	16,770	​	​	544	​	​	501	​	​	1,609	​	​	1,448
Modera Lake Merritt (f)	​	Oakland, CA	​	9.0	%	2.5	​	​	27,250	​	​	33,072	​	​	30,928	​	​	739	​	​	675	​	​	2,144	​	​	1,901
Thousand Oaks (f)	​	Thousand Oaks, CA	​	9.0	%	3.3	​	​	20,059	​	​	22,256	​	​	17,919	​	​	497	​	​	240	​	​	1,415	​	​	417
Vernon Boulevard (f)	​	Queens, NY	​	13.0	%	3.8	​	​	40,000	​	​	46,665	​	​	42,360	​	​	1,496	​	​	990	​	​	4,300	​	​	990
Makers Rise (f) (h)	​	Herndon, VA	​	9.0	%	4.2	​	​	30,208	​	​	14,799	​	​	—	​	​	251	​	​	—	​	​	519	​	​	—
121 at Watters (f) (i)	​	Allen, TX	​	9.0	%	4.4	​	​	19,846	​	​	8,968	​	​	—	​	​	234	​	​	—	​	​	462	​	​	—
Infield Phase I (j)	​	Kissimmee, FL	​	14.0	%	2.6	​	​	16,044	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Real estate technology investments:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
RETV I (k)	​	N/A	​	N/A	​	N/A	​	​	18,000	​	​	38,628	​	​	20,587	​	​	9,869	​	​	(100)	​	​	17,975	​	​	4,338
RETV II	​	N/A	​	N/A	​	N/A	​	$	18,000	​	​	5,438	​	​	2,283	​	​	147	​	​	(112)	​	​	209	​	​	—
Total Preferred Equity Investments and Real Estate Technology Investments	​	​	​	​	​	​	​	​	​	​	​	360,342	​	​	305,555	​	​	18,334	​	​	5,983	​	​	41,427	​	​	20,146
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Sold joint ventures and other investments in prior year	​	​	​	​	​	​	​	​	​	​	​	—	​	​	—	​	​	—	​	​	1,448	​	​	(3)	​	​	4,126
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total Joint Ventures and Developer Capital Program and Real Estate Technology Investments, net (a)							​	​	​	​	$	638,323	​	$	595,486	​	$	14,450		$	2,940	​	$	29,123		$	14,328

(a)	As of September 30, 2021 and December 31, 2020, the Company’s negative investment in 13th and Market Properties LLC of $5.6 million and $4.7 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)	In January 2021, the joint venture sold its remaining community, a 293 home operating community located in Los Angeles, California, for a sales price of approximately $121.0 million. As a result, the Company recorded a gain on the sale of approximately $2.5 million.

(c)

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.

(d)	Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments.

(e)	In April 2021, the investment balance was paid down by $12.5 million and the Company’s preferred return increased to 12.25%. The Company's preferred return will revert to 8.0% in February 2022 if no capital events occur prior to that date.

(f)	The Company’s preferred equity investment receives a variable percentage of the value created from the project upon a capital or liquidating event.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

(g)

In October 2021, the Company acquired its joint venture partner’s common equity interest in a 330 apartment home operating community located in Orlando, Florida for a purchase price of approximately $47.9 million. As a result, in October 2021, the Company consolidated the operating community and it will no longer be accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned).

(h)

In January 2021, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 356 apartment home community in Herndon, Virginia. The Company’s preferred equity investment of $30.2 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 accounts for it under the equity method of accounting.

(i)

In March 2021, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 469 apartment home community in Allen, Texas. The Company’s preferred equity investment of $19.8 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 accounts for it under the equity method of accounting.

(j)

In May 2021, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 384 apartment home community in Kissimmee, Florida. The Company’s preferred equity investment of $16.0 million earns a preferred return of 14.0% 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 accounts for it under the equity method of accounting.

(k)	The Company recognized $9.9 million and $18.0 million of investment income from RETV I for the three and nine months ended September 30, 2021, respectively, which primarily related to unrealized gains from real estate technology investments.

​

As of September 30, 2021 and December 31, 2020, the Company had deferred fees of $8.9 million and $8.4 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 $1.1 million and $1.2 million for the three months ended September 30, 2021 and 2020, respectively, and $4.9 million and $3.9 million for the nine months ended September 30, 2021 and 2020, 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 is other-than-temporary. These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders. Based on the significance of the 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, 2021 and 2020.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 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, 2021 and December 31, 2020 (dollars in thousands):

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
​		2021			2020
Total real estate, net		$	2,172,424		$	1,904,805
Real estate assets held for sale	​		63,492	​		88,458
Cash and cash equivalents	​		32,954	​		22,278
Other assets	​	​	281,456	​		150,894
Total assets		$	2,550,326		$	2,166,435
​	​	​	​	​	​	​
Third party debt, net	​	$	1,275,903	​	$	1,188,710
Liabilities held for sale	​		44,221	​		55,440
Accounts payable and accrued liabilities	​	​	59,854	​	​	40,556
Total liabilities		​	1,379,978		​	1,284,706
Total equity		$	1,170,348		$	881,729

​

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, 2021 and 2020 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2021			2020			2021			2020
Total revenues		$	33,635		$	36,335		$	97,777		$	114,961
Property operating expenses	​		18,128	​		16,697	​		51,983	​		46,462
Real estate depreciation and amortization	​		17,486	​		16,929	​		50,082	​		50,085
Gain/(loss) on sale of property	​	​	—	​	​	—	​	​	34,757	​	​	—
Operating income/(loss)	​		(1,979)	​	​	2,709	​		30,469	​	​	18,414
Interest expense	​		(13,181)	​		(9,955)	​		(32,776)	​		(30,451)
Net realized/unrealized gain/(loss) on held investments	​	​	62,013	​	​	(17)	​	​	108,851	​	​	29,295
Other income/(loss)	​	​	(156)	​	​	18	​	​	(1,826)	​	​	127
Net income/(loss)		$	46,697		$	(7,245)		$	104,718		$	17,385

​

​

​

​

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 and nine months ended September 30, 2021 and 2020.

As of September 30, 2021 and December 31, 2020, the Operating lease right-of-use assets were $198.3 million and $200.9 million, respectively, and the Operating lease liabilities were $193.3 million and $195.6 million, respectively, on our Consolidated Balance Sheet related to our ground leases. The value of the Operating lease right-of-use assets exceeds the value of the Operating lease liabilities due to prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. The calculation of these amounts includes minimum lease payments over the remaining lease term (described further in the table below). Variable lease payments are excluded

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

from the right-of-use assets and lease liabilities and are recognized in earnings in the period in which the obligation for those payments is incurred.

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 43.4 years and 43.9 years at September 30, 2021 and December 31, 2020, respectively, and the weighted average discount rate was 5.0% at both September 30, 2021 and December 31, 2020.

Future minimum lease payments and total operating lease liabilities from our ground leases as of September 30, 2021 are as follows (dollars in thousands):

​	​	​	​
​	​	Ground Leases
2021	​	$	3,110
2022	​	​	12,442
2023	​	​	12,442
2024	​	​	12,442
2025	​	​	12,442
Thereafter	​	​	442,778
Total future minimum lease payments (undiscounted)	​	​	495,656
Difference between future undiscounted cash flows and discounted cash flows	​	​	(302,379)
Total operating lease liabilities (discounted)	​	$	193,277

​

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 September 30,					​	Nine Months Ended September 30,
​	​	2021		​	2020		​	2021		​	2020
Lease expense:	​	​	​	​	​	​	​	​	​	​	​	​
Contractual lease expense	​	$	3,231	​	$	3,217	​	$	9,691	​	$	9,603
Variable lease expense (a)	​	​	25	​	​	33	​	​	54	​	​	120
Total operating lease expense (b)(c)	​	$	3,256	​	$	3,250	​	$	9,745	​	$	9,723

	(a)	Variable lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of a community’s income.

	(b)	Lease expense is reported within the line item Other operating expenses on the Consolidated Statements of Operations.

	(c)	For the nine months ended September 30, 2021, Operating lease right-of-use assets and Operating lease liabilities amortized by $2.6 million and $2.3 million, respectively. For the nine months ended September 30, 2020, Operating lease right-of-use assets and Operating lease liabilities amortized by $2.5 million and $2.2 million, respectively. Due to the net impact of the amortization, the Company recorded $0.1 million and $0.1 million of total operating lease expense during the three months ended September 30, 2021 and 2020, respectively, and $0.3 million and $0.3 million of total operating lease expense during the nine months ended September 30, 2021 and 2020, respectively.

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

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 September 30, 2021, our apartment home leases generally have initial terms of 12 months or less and represent approximately 98.8% of our total lease revenue. As of September 30, 2021, our retail and commercial space leases generally have initial terms of between 5 and 15 years and represent approximately 1.2% 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 for further discussion around our major revenue streams and disaggregation of our revenue.)

​

Future minimum lease payments from our retail and commercial leases as of September 30, 2021 are as follows (dollars in thousands):

​	​	​	​
​	​	Retail and Commercial Leases
2021	​	$	5,822
2022	​	​	24,509
2023	​	​	22,705
2024	​	​	20,396
2025	​	​	17,075
Thereafter	​	​	76,696
Total future minimum lease payments (a)	​	$	167,203

(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 $0.2 million and less than $0.1 million for the three months ended September 30, 2021 and 2020, respectively, and $0.3 million and $0.1 million during the nine months ended September 30, 2021 and 2020, respectively.

​

​

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

7. SECURED AND UNSECURED DEBT, NET

The following is a summary of our secured and unsecured debt at September 30, 2021 and December 31, 2020 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Principal Outstanding					​	As of September 30, 2021
​	​	​	​	​	​	​	​	Weighted	​	Weighted	​	​
​	​	​	​	​	​	​	​	Average	​	Average	​	Number of
​	​	September 30,		​	December 31,		​	Interest	​	Years to	​	Communities
​		2021			2020			Rate		Maturity		Encumbered
Secured Debt:	​	​		​	​		​		​		​
Fixed Rate Debt		​			​
Mortgage notes payable (a)	​	$	1,007,041	​	$	824,550		3.42	%	6.7		14
Deferred financing costs and other non-cash adjustments (b)	​		24,668	​		10,665
Total fixed rate secured debt, net	​		1,031,709	​		835,215		3.42	%	6.7		14
Variable Rate Debt	​			​
Tax-exempt secured notes payable (c)	​		27,000	​		27,000		0.69	%	10.5		1
Deferred financing costs	​		(62)	​		(68)
Total variable rate secured debt, net	​		26,938	​		26,932		0.69	%	10.5		1
Total Secured Debt, net	​		1,058,647	​		862,147		3.35	%	6.8		15
Unsecured Debt:	​			​
Variable Rate Debt	​			​
Borrowings outstanding under unsecured credit facility due January 2026 (d) (o)	​		—	​		—		—	%	4.3
Borrowings outstanding under unsecured commercial paper program due October 2021 (e) (o)	​	​	315,000	​	​	190,000	​	0.22	%	0.1	​	​
Borrowings outstanding under unsecured working capital credit facility due January 2024 (f)	​		43,086	​		28,024		0.86	%	2.3
Term Loan due January 2027 (d) (o)	​		35,000	​		35,000		0.99	%	5.3
Fixed Rate Debt	​			​
Term Loan due January 2027 (d) (o)	​	​	315,000	​		315,000		1.02	%	5.3	​	​
8.50% Debentures due September 2024	​		15,644	​		15,644		8.50	%	3.0
4.00% Medium-Term Notes due October 2025 (net of discounts of $0 and $327, respectively) (g) (o)	​		—	​		299,673		—	%	—
2.95% Medium-Term Notes due September 2026 (h) (o)	​		300,000	​		300,000		2.89	%	4.9
3.50% Medium-Term Notes due July 2027 (net of discounts of $406 and $458, respectively) (i) (o)	​	​	299,594	​	​	299,542	​	4.03	%	5.8	​	​
3.50% Medium-Term Notes due January 2028 (net of discounts of $746 and $835, respectively) (o)	​	​	299,254	​	​	299,165	​	3.50	%	6.3	​	​
4.40% Medium-Term Notes due January 2029 (net of discounts of $4 and $5, respectively) (j) (o)	​	​	299,996	​	​	299,995	​	4.27	%	7.3	​	​
3.20% Medium-Term Notes due January 2030 (net of premiums of $11,382 and $12,412, respectively) (k) (o)	​	​	611,382	​	​	612,412	​	3.32	%	8.3	​	​
3.00% Medium-Term Notes due August 2031 (net of premiums/discounts of $11,797 and $1,027, respectively) (l) (o)	​	​	611,797	​	​	398,973	​	3.01	%	9.9	​	​
2.10% Medium-Term Notes due August 2032 (net of discounts of $382 and $408, respectively) (o)	​	​	399,618	​	​	399,592	​	2.10	%	10.8	​	​
1.90% Medium-Term Notes due March 2033 (net of discounts of $1,381 and $1,471, respectively) (o)	​	​	348,619	​	​	348,529	​	1.90	%	11.5	​	​
2.10% Medium-Term Notes due June 2033 (net of discounts of $1,165 and $0, respectively) (m) (o)	​	​	298,835	​	​	—	​	2.10	%	11.7	​	​
3.10% Medium-Term Notes due November 2034 (net of discounts of $1,155 and $1,221, respectively) (n) (o)	​	​	298,845	​	​	298,779	​	3.13	%	13.1	​	​
Other	​		8	​		10
Deferred financing costs	​		(27,886)	​		(25,937)
Total Unsecured Debt, net	​		4,463,792	​		4,114,401		2.65	%	8.0
Total Debt, net	​	$	5,522,439	​	$	4,976,548		2.75	%	7.8

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

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 September 30, 2021, secured debt encumbered $1.7 billion or 12.0% of UDR’s total real estate owned based upon gross book value ($12.6 billion or 88.0% of UDR’s real estate owned based on gross book value is unencumbered).

(a) At September 30, 2021, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from July 2024 through February 2031 and carry interest rates ranging from 2.62% to 4.39%.

During the nine months ended September 30, 2021, the Company assumed three fixed rate mortgage notes payable with an aggregate outstanding balance of $183.3 million and a fair value of $201.3 million in connection with the acquisition of three operating properties, which carry a weighted average interest rate of 3.93%. (see Note 3, Real Estate Owned).

​

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 September 30, 2021 and 2020, the Company had $1.1 million and $14.0 million, respectively, and during the nine months ended September 30, 2021 and 2020, the Company had $2.8 million and $19.1 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, which was included in Interest expense on the Consolidated Statements of Operations. The unamortized fair market adjustment was a net premium of $28.1 million and $12.9 million at September 30, 2021 and December 31, 2020, respectively.

​

(c) The variable rate mortgage note payable for $27.0 million secures a tax-exempt housing bond issue that matures in March 2032. Interest on this note is payable in monthly installments. As of September 30, 2021, the variable interest rate on the mortgage note was 0.69%.

(d) In September 2021, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) that provides for a $1.3 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”). The Credit Agreement allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2026, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027.

The Credit Agreement amended and restated the Company’s prior credit agreement, which provided for: (i) a $1.1 billion revolving credit facility scheduled to mature in January 2023 and (ii) a $350.0 million term loan scheduled to mature in September 2023. The prior credit agreement allowed the total commitments under the revolving credit facility and total borrowings under the term loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions.

​

Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 77.5 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 85 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 70 to 140 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 75 to 160 basis points.

In November 2020, the Company entered into three interest rate swaps, which became effective in January 2021, to hedge against interest rate risk on the Term Loan until July 2022. The all-in weighted average interest rate,

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

inclusive of the impact of the interest rate swaps, was 1.02%. In August 2021, the Company entered into two interest rate swaps totaling a $175.0 million notional value, which will become effective in July 2022, to hedge against interest rate risk on the Term Loan until July 2025. The all-in weighted average interest rate, inclusive of the impact of the interest rate swaps will be 1.48%.

​

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 September 30, 2021 and December 31, 2020 (dollars in thousands):

​	​	​	​	​	​	​	​
​		September 30,			December 31,		​
​		2021			2020		​
Total revolving credit facility	​	$	1,300,000	​	$	1,100,000	​
Borrowings outstanding at end of period (1)	​		—	​		—	​
Weighted average daily borrowings during the period ended	​		17,473	​		42,186	​
Maximum daily borrowings during the period ended	​		305,000	​		375,000	​
Weighted average interest rate during the period ended	​		0.9	%		1.4	%
Interest rate at end of the period	​		—	%		—	%

(1)	Excludes $2.6 million and $2.8 million of letters of credit at September 30, 2021 and December 31, 2020, respectively.

(e) The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $700.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership.

In July 2021, the maximum aggregate amount was increased from $500.0 million to $700.0 million.

The following is a summary of short-term bank borrowings under the unsecured commercial paper program at September 30, 2021 and December 31, 2020 (dollars in thousands):

​	​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2021		​	2020
Total unsecured commercial paper program		$	700,000	​	$	500,000	​
Borrowings outstanding at end of period	​		315,000	​		190,000	​
Weighted average daily borrowings during the period ended	​		391,852	​		227,090	​
Maximum daily borrowings during the period ended	​		700,000	​		500,000	​
Weighted average interest rate during the period ended	​		0.2	%		0.9	%
Interest rate at end of the period	​		0.2	%		0.3	%

​

In October 2021, the entire $315.0 million of outstanding unsecured commercial paper as of September 30, 2021 was repaid at maturity with additional proceeds of unsecured commercial paper with maturity dates in October and November 2021.

(f) The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 12, 2024. In September 2021, the Company amended the Working Capital Credit Facility to extend the maturity date from January 14, 2022 to January 12, 2024 and lower the margin range for the interest rate. Based on the Company’s current credit rating, the Working Capital Credit Facility now has an interest rate equal to LIBOR plus a margin of 77.5 basis points. Depending on the Company’s credit rating, the margin ranges from 70 to 140 basis points.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at September 30, 2021 and December 31, 2020 (dollars in thousands):

​	​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2021		​	2020
Total working capital credit facility	​	$	75,000	​	$	75,000	​
Borrowings outstanding at end of period	​		43,086	​		28,024	​
Weighted average daily borrowings during the period ended	​		10,645	​		20,132	​
Maximum daily borrowings during the period ended	​		44,607	​		54,974	​
Weighted average interest rate during the period ended	​		0.9	%		1.4	%
Interest rate at end of the period	​		0.9	%		1.0	%

​

(g) In February 2021, the Company redeemed all of its $300.0 million 4.00% senior unsecured medium-term notes due October 2025 (the “2025 Notes”) (plus the make-whole amount and accrued and unpaid interest). The Company incurred extinguishment costs of $42.0 million during the nine months ended September 30, 2021, which was included in Interest expense on the Consolidated Statements of Operations.

(h) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $100.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 2.89%

(i) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $200.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.03%.

(j) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $150.0 million of the initial $300.0 million issued. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.27%.

(k) The Company previously entered into forward starting interest rate swaps and treasury lock to hedge against the interest rate risk of this debt. The all-in weighted average interest rate, inclusive of the impact of the forward starting swaps and treasury locks, was 3.32%.

(l) In September 2021, the Company issued an additional $200.0 million of its 3.00% medium-term notes due 2031 (the “2031 Notes”). The notes were priced at 106.388% of the principal amount of the notes to yield 2.259%. This was a further issuance of and forms a single series with the $400.0 million aggregate principal amount of the Company’s 2031 Notes that were issued in August 2019.

The Company entered into treasury lock agreements to hedge against interest rate risk on $250.0 million of the $600.0 million aggregate principal amount. The all-in weighted average interest rate, inclusive of the impact of the treasury locks, was 3.01%.

​

(m) In February 2021, the Company issued $300.0 million of 2.10% senior unsecured medium-term notes due June 15, 2033. The notes were priced at 99.592% of the principal amount of the notes. The Company used the net proceeds to redeem its 2025 Notes (see footnote (g) above).

(n) The Company previously entered into forward starting interest rate swaps to hedge against the interest rate risk of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.13%.

(o) The Operating Partnership is the guarantor of this debt.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to September 30, 2021 are as follows (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Total Fixed			Total Variable			Total			Total			Total
Year	​	Secured Debt		​	Secured Debt		​	Secured Debt		​	Unsecured Debt		​	Debt
2021	​	$	279	​	$	—	​	$	279	​	$	315,000	(a)	$	315,279
2022	​	​	1,140	​	​	—	​	​	1,140	​	​	—	​	​	1,140
2023	​		1,242	​		—	​		1,242	​		—	​		1,242
2024	​		96,747	​		—	​		96,747	​		58,730	​		155,477
2025	​		174,793	​		—	​		174,793	​		—	​		174,793
2026	​		52,744	​		—	​		52,744	​		300,000	​		352,744
2027	​		2,860	​		—	​		2,860	​		650,000	​		652,860
2028	​		162,310	​		—	​		162,310	​		300,000	​		462,310
2029	​		191,986	​		—	​		191,986	​		300,000	​		491,986
2030	​		162,010	​		—	​		162,010	​		600,000	​		762,010
Thereafter	​		160,930	​		27,000	​		187,930	​		1,950,000	​		2,137,930
Subtotal	​		1,007,041	​		27,000	​		1,034,041	​		4,473,730	​		5,507,771
Non-cash (b)	​		24,668	​		(62)	​		24,606	​		(9,938)	​		14,668
Total	​	$	1,031,709	​	$	26,938	​	$	1,058,647	​	$	4,463,792	​	$	5,522,439

(a)	All unsecured debt due in the remainder of 2021 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 $1.2 million and $1.1 million, respectively, during the three months ended September 30, 2021 and 2020, and $3.6 million and $3.2 million, respectively, during the nine months ended September 30, 2021 and 2020, of deferred financing costs into Interest expense.

We were in compliance with the covenants of our debt instruments at September 30, 2021.

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

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					​	Nine Months Ended					​
​	​	September 30,					​	September 30,					​
​		2021			2020			2021			2020		​
Numerator for income/(loss) per share:	​	​	​	​	​		​	​	​	​	​		​
Net income/(loss)	​	$	19,040	​	$	(27,217)	​	$	34,849	​	$	40,419	​
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		(1,260)	​		1,990	​		(2,221)	​		(2,614)	​
Net (income)/loss attributable to noncontrolling interests	​		(49)	​		(31)	​		(73)	​		(71)	​
Net income/(loss) attributable to UDR, Inc.	​		17,731	​		(25,258)	​		32,555	​		37,734	​
Distributions to preferred stockholders — Series E (Convertible)	​		(1,058)	​		(1,051)	​		(3,171)	​		(3,179)	​
Income/(loss) attributable to common stockholders - basic and diluted	​	$	16,673	​	$	(26,309)	​	$	29,384	​	$	34,555	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Denominator for income/(loss) per share:	​			​			​			​			​
Weighted average common shares outstanding	​		298,075	​		294,972	​		297,252	​		294,891	​
Non-vested restricted stock awards	​		(247)	​		(259)	​		(254)	​		(264)	​
Denominator for basic income/(loss) per share	​		297,828	​		294,713	​		296,998	​		294,627	​
Incremental shares issuable from assumed conversion of unvested LTIP Units, unvested restricted stock and shares issuable upon settlement of forward sales agreements	​		3,336	​		290	​		1,047	​		311	​
Denominator for diluted income/(loss) per share	​		301,164	​		295,003	​		298,045	​		294,938	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Income/(loss) per weighted average common share:	​			​			​			​			​
Basic	​	$	0.06	​	$	(0.09)	​	$	0.10	​	$	0.12	​
Diluted	​	$	0.06	​	$	(0.09)	​	$	0.10	​	$	0.12	​

​

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 and nine months ended September 30, 2021 and 2020, the effect of the conversion of the OP Units, DownREIT Units and the Company’s Series E preferred stock was not dilutive and therefore not included in the above calculation.

In July 2021, 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 July 2017. During the nine months ended September 30, 2021, the Company did not sell any shares of common stock through its ATM program, other than the forward sales described below. As of September 30, 2021, we had 20.0 million shares of common stock available for future issuance under the ATM program, including an aggregate of 5.0 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 September 30, 2021, the Company entered into forward sales agreements under its ATM program for a total of 5.0 million shares of common stock at a weighted average initial forward price per share of $53.86. As of September 30, 2021, the Company had entered into forward sales agreements under its current or prior

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

ATM programs for a total of 9.9 million shares of common stock at a weighted average initial forward price per share of $50.31, of which 5.5 million shares had not been settled. The actual 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 September 30, 2021, 4.4 million shares under the forward sales agreements under the ATM programs had been settled at a weighted average forward price per share of $45.68, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $2.1 million, for net proceeds of $201.5 million. The final dates by which the remaining shares sold under the forward sales agreements under the ATM programs must be settled range between June 9, 2022 and September 14, 2022.

​

In March 2021, the Company entered into forward sale agreements to sell 7.0 million shares of its common stock at an initial forward price per share of $43.51. The actual forward price per share to be received by the Company upon settlement was 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. In September 2021, the Company settled all 7.0 million shares at a forward price per share of $42.65, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $6.0 million, for net proceeds of $298.5 million.

​

During the three and nine months ended September 30, 2021, the Company settled 11.4 million shares in aggregate under forward sales agreements under the ATM programs and previously announced forward sales agreements for net proceeds of $500.0 million. Aggregate net proceeds from such forward sales, after deducting related expenses, were $499.3 million.

​

In June 2021, the Company entered into forward sale agreements to sell 6.1 million shares of its common stock at an initial forward price per share of $49.22. The actual 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 September 30, 2021, no shares under the forward sale agreements have been settled. The final date by which shares sold under the forward sale agreements must be settled is June 20, 2022.

​

As of October 25, 2021, we had 20.0 million shares of common stock available for future issuance under the ATM program, including an aggregate of 6.0 million shares subject to the forward sales agreements.

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 outstanding, by equity instrument, if converted to common stock for each of the three and nine months ended September 30, 2021 and 2020 (in thousands):

​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended			​	Nine Months Ended			​
​	​	September 30,			​	September 30,			​
​	​	2021	​	2020	​	2021	​	2020	​
OP/DownREIT Units		22,529		22,321		22,493		22,312
Convertible preferred stock		2,918		2,918		2,918		2,960
Unvested LTIP Units and unvested restricted stock		3,336		290		1,047		311

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

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, 2020		$	856,294	​
Mark-to-market adjustment to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		351,707	​
Conversion of OP Units/DownREIT Units to Common Stock	​		(6,944)	​
Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		2,221	​
Distributions to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		(25,325)	​
Vesting of Long-Term Incentive Plan Units	​	​	14,578	​
Allocation of other comprehensive income/(loss)	​		192	​
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, September 30, 2021	​	$	1,192,723	​

​

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 was less than ($0.1) million during each of the three months ended September 30, 2021 and 2020, and ($0.1) million during each of the nine months ended September 30, 2021 and 2020.

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 and three years, specific to the individual grants.

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

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

LTIP Units are included in Net (income)/loss attributable to noncontrolling interests on the Consolidated Statements of Operations.

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 September 30, 2021 and December 31, 2020, are summarized as follows (dollars in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Fair Value at September 30, 2021, 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
​	​	September 30,		​	September 30,		​	Liabilities		​	Inputs		​	Inputs
​	​	2021 (a)		​	2021		​	(Level 1)		​	(Level 2)		​	(Level 3)
Description:		​			​			​			​			​	​
Notes receivable, net (b)	​	$	25,741	​	$	26,166	​	$	—	​	$	—	​	$	26,166
Equity securities (c)	​	​	4,345	​	​	4,345	​	​	—	​	​	—	​	​	4,345
Derivatives - Interest rate contracts (d)	​		1,285	​		1,285	​		—	​		1,285	​		—
Total assets	​	$	31,371	​	$	31,796	​	$	—	​	$	1,285	​	$	30,511
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Derivatives - Interest rate contracts (d)	​	$	148	​	$	148	​	$	—	​	$	148	​	$	—
Secured debt instruments - fixed rate: (e)	​			​			​			​			​		​
Mortgage notes payable	​	​	1,035,158	​	​	1,049,786	​	​	—	​	​	—	​	​	1,049,786
Secured debt instruments - variable rate: (e)	​			​			​			​			​		​
Tax-exempt secured notes payable	​		27,000	​		27,000	​		—	​		—	​		27,000
Unsecured debt instruments: (e)	​			​			​			​			​		​
Working capital credit facility	​	​	43,086	​	​	43,086	​	​	—	​	​	—	​	​	43,086
Commercial paper program	​	​	315,000	​	​	315,000	​	​	—	​	​	—	​	​	315,000
Unsecured notes	​	​	4,133,592	​	​	4,265,616	​	​	—	​	​	—	​	​	4,265,616
Total liabilities	​	$	5,553,984	​	$	5,700,636	​	$	—	​	$	148	​	$	5,700,488
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (f)	​	$	1,192,723	​	$	1,192,723	​	$	—	​	$	1,192,723	​	$	—

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Fair Value at December 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
​	​	December 31,		​	December 31,		​	Liabilities		​	Inputs		​	Inputs
​		2020 (a)		​	2020		​	(Level 1)		​	(Level 2)		​	(Level 3)
Description:		​			​			​			​			​	​
Notes receivable, net (b)	​	$	157,992	​	$	170,411	​	$	—	​	$	—	​	$	170,411
Derivatives - Interest rate contracts (d)	​		2	​		2	​		—	​		2	​		—
Total assets	​	$	157,994	​	$	170,413	​	$	—	​	$	2	​	$	170,411
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Derivatives - Interest rate contracts (d)	​	$	167	​	$	167	​	$	—	​	$	167	​	$	—
Secured debt instruments - fixed rate: (e)	​			​			​			​			​		​
Mortgage notes payable	​	​	837,473	​	​	854,084	​	​	—	​	​	—	​	​	854,084
Secured debt instruments - variable rate: (e)	​			​			​			​			​		​
Tax-exempt secured notes payable	​		27,000	​		27,000	​		—	​		—	​		27,000
Unsecured debt instruments: (e)	​		​	​			​			​			​		​
Working capital credit facility	​	​	28,024	​	​	28,024	​	​	—	​	​	—	​	​	28,024
Commercial paper program	​	​	190,000	​	​	190,000	​	​	—	​	​	—	​	​	190,000
Unsecured notes	​	​	3,922,314	​	​	4,283,045	​	​	—	​	​	—	​	​	4,283,045
Total liabilities	​	$	5,004,978	​	$	5,382,320	​	$	—	​	$	167	​	$	5,382,153
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (f)	​	$	856,294	​	$	856,294	​	$	—	​	$	856,294	​	$	—

(a)	Balances include fair market value adjustments and exclude deferred financing costs.

(b)	See Note 2, Significant Accounting Policies.

(c)

The Company holds an investment in a publicly traded real estate technology company that is subject to a lock-up restriction on selling or transferring the investment for a period of time. The investment is valued at the market price at the end of the period less an illiquidity discount of 15.0%. The Company classifies the investment as Level 3 in the fair value hierarchy based upon the lock-up restriction.

(d)	See Note 11, Derivatives and Hedging Activity.

(e)	See Note 7, Secured and Unsecured Debt, Net.

(f)	See Note 9, Noncontrolling Interests.

There were no transfers into or out of any of the levels of the fair value hierarchy during the nine months ended September 30, 2021.

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 swaps and caps 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

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

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 September 30, 2021 and December 31, 2020, 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 September 30, 2021 and December 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 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.

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 on the Consolidated Balance Sheets and subsequently reclassified

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

into earnings in the period that the hedged forecasted transaction affects earnings. During the three and nine months ended September 30, 2021 and 2020, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

Amounts reported in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets related to derivatives that will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Through September 30, 2022, the Company estimates that an additional $1.8 million will be reclassified as an increase to Interest expense.

As of September 30, 2021, 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 and caps (a)	​	4	​	$	334,880

(a)	In addition to the interest rate swaps summarized above, the Company entered into two additional interest rate swaps with a total notional value of $175.0 million that will become effective in July 2022 upon maturity of the $315.0 million notional value interest rate swaps included above.

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. As of September 30, 2021, no derivatives not designated as hedges were held by the Company.

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 September 30, 2021 and December 31, 2020 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Asset Derivatives					​	Liability Derivatives
​	​	(included in Other assets**)**					​	(included in Other liabilities**)**
​	​	Fair Value at:					​	Fair Value at:
​	​	September 30,		​	December 31,		​	September 30,		​	December 31,
​	​	2021		​	2020		​	2021		​	2020
Derivatives designated as hedging instruments:		​			​			​			​
Interest rate products	​	$	1,285	​	$	2	​	$	148	​	$	167

​

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 and nine months ended September 30, 2021 and 2020 (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		2021			2020			2021			2020			2021			2020
Three Months Ended September 30,	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate products	​	$	1,389	​	$	(30)	​	$	(441)	​	$	(1,585)	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Nine Months Ended September 30,	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate products	​	$	1,422	​	$	(3,241)	​	$	(1,314)	​	$	(3,234)	​	$	—	​	$	—

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​	​	2021		​	2020		​	2021		​	2020
Total amount of Interest expense presented on the Consolidated Statements of Operations	​	$	36,289	​	$	62,268	​	$	149,849	​	$	140,182

​

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 September 30, 2021 and December 31, 2020 (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
September 30, 2021	​	$	1,285	​	$	—	​	$	1,285	​	$	(100)	​	$	—	​	$	1,185
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
December 31, 2020	​	$	2	​	$	—	​	$	2	​	$	—	​	$	—	​	$	2

(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
September 30, 2021	​	$	148	​	$	—	​	$	148	​	$	(100)	​	$	—	​	$	48
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
December 31, 2020	​	$	167	​	$	—	​	$	167	​	$	—	​	$	—	​	$	167

(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.

​

​

12. STOCK BASED COMPENSATION

The Company recognized stock based compensation expense, inclusive of awards granted to our non-employee directors, net of capitalization, of $6.2 million and $4.3 million during the three months ended September 30, 2021 and 2020, respectively, and $17.5 million and $15.1 million during the nine months ended September 30, 2021 and 2020, respectively, which are included in General and Administrative on the Consolidated Statements of Operations.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

In May 2021, the stockholders of UDR approved the amendment and restatement of the UDR, Inc. 1999 Long-Term Incentive Plan, which, among other things, increased the number of shares reserved for issuance under such plan by 16,000,000 shares, from 19,000,000 shares to 35,000,000 shares.

13. COMMITMENTS AND CONTINGENCIES

Commitments

Real Estate Commitments

The following summarizes the Company’s real estate commitments at September 30, 2021 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​
​	​	Number	​	UDR's		​	UDR's Remaining		​
​	​	Properties	​	Investment (a)		​	Commitment		​
Wholly-owned — under development		5	​	$	331,645	​	$	169,855
Joint ventures:			​			​
Preferred equity investments		3	​	​	23,767	(b)	​	43,377	(b)
Real estate technology investments:	​	​	​	​	​	​	​	​	​
RETV I	​	-	​	​	38,628	​	​	5,220	​
RETV II	​	-	​	​	5,438	​	​	12,600	​
Total			​	$	399,478	​	$	231,052

(a)	Represents UDR’s investment as of September 30, 2021.

(b)	Represents UDR’s investment in and remaining commitment for Makers Rise, 121 at Watters and Infield Phase I, which are under development as of September 30, 2021.

Purchase Commitments

In September 2021, the Company entered into a contract to acquire a 663 apartment home operating community located in Orlando, Florida, for a purchase price of approximately $177.5 million. The Company made a $10.0 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 closed in October 2021.

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.

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

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

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 3.0% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs. 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 and Non-Mature Communities/Other:

	●	Same-Store Communities represent those communities acquired, developed, and stabilized prior to July 1, 2020 (for quarter-to-date comparison) and January 1, 2020 (for year-to-date comparison) and held as of September 30, 2021. 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 classified as 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 and Non-Mature Community/Other basis, as well as individually and geographically. This is consistent with the aggregation 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.

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 and nine months ended September 30, 2021 and 2020.

​

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. Rental payments are generally due on a monthly basis and recognized on a straight-line basis over the noncancellable lease term because collection of the lease payments was probable at lease commencement, inclusive of any periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option. In addition, in circumstances where a lease incentive is provided to tenants, the incentive is recognized as a reduction of lease revenue on a straight-line basis over the lease term.

​

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

​

Other revenue is generated by services provided by the Company to its retail and residential tenants and other unrelated third parties. 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. These fees are generally recognized as earned.

​

Joint venture management and other fees

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

The Joint venture management and other fees revenue consists of management fees charged to our equity method joint ventures per the terms of contractual agreements and other fees. Joint venture fee revenue is recognized monthly as the management services are provided and the fees are earned or upon a transaction whereby the Company earns a fee. Joint venture management and other fees are not allocable to a specific reportable segment or segments.

​

The following table details rental income and NOI for UDR’s reportable segments for the three and nine months ended September 30, 2021 and 2020, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. on the Consolidated Statements of Operations (dollars in thousands):

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30, (a)					​	September 30, (b)
​		2021			2020			2021			2020
Reportable apartment home segment lease revenue	​	​	​	​	​	​	​	​	​	​	​	​
Same-Store Communities (a)	​	​			​			​			​
West Region	​	$	108,042	​	$	101,424	​	$	304,594	​	$	314,060
Mid-Atlantic Region	​		61,984	​		60,754	​		183,291	​		184,524
Northeast Region	​		52,079	​		48,819	​		155,996	​		159,459
Southeast Region	​		38,400	​		35,724	​		106,668	​		101,768
Southwest Region	​		24,734	​		23,230	​		71,710	​		70,424
Non-Mature Communities/Other	​		33,388	​		27,246	​		87,624	​		76,167
Total segment and consolidated lease revenue	​	$	318,627	​	$	297,197	​	$	909,883	​	$	906,402
​	​	​	​	​	​	​	​	​	​	​	​	​
Reportable apartment home segment other revenue	​	​	​	​	​	​	​	​	​	​	​	​
Same-Store Communities (a)	​	​			​			​			​
West Region	​	$	2,673	​	$	3,420	​	$	7,877	​	$	9,186
Mid-Atlantic Region	​		2,330	​		2,060	​		6,006	​		5,298
Northeast Region	​		1,481	​		1,600	​		3,573	​		4,033
Southeast Region	​		1,654	​		1,498	​		4,861	​		4,214
Southwest Region	​		1,045	​		1,050	​		2,976	​		2,615
Non-Mature Communities/Other	​		889	​		2,020	​		2,465	​		3,172
Total segment and consolidated other revenue	​	$	10,072	​	$	11,648	​	$	27,758	​	$	28,518
​	​	​	​	​	​	​	​	​	​	​	​	​
Total reportable apartment home segment rental income	​	​	​	​	​	​	​	​	​	​	​	​
Same-Store Communities (a)	​	​			​			​			​
West Region	​	$	110,715	​	$	104,844	​	$	312,471	​	$	323,246
Mid-Atlantic Region	​		64,314	​		62,814	​		189,297	​		189,822
Northeast Region	​		53,560	​		50,419	​		159,569	​		163,492
Southeast Region	​		40,054	​		37,222	​		111,529	​		105,982
Southwest Region	​		25,779	​		24,280	​		74,686	​		73,039
Non-Mature Communities/Other	​		34,277	​		29,266	​		90,089	​		79,339
Total segment and consolidated rental income	​	$	328,699	​	$	308,845	​	$	937,641	​	$	934,920
​	​	​	​	​	​	​	​	​	​	​	​	​
Reportable apartment home segment NOI	​			​			​			​
Same-Store Communities (a)	​			​			​			​
West Region	​	$	81,562	​	$	76,435	​	$	228,743	​	$	241,071
Mid-Atlantic Region	​		43,794	​		43,189	​		129,931	​		132,435
Northeast Region	​		33,049	​		30,655	​		100,619	​		108,164
Southeast Region	​		26,444	​		24,517	​		74,926	​		71,701
Southwest Region	​		16,104	​		14,331	​		46,253	​		44,248
Non-Mature Communities/Other	​		18,527	​		22,005	​		48,702	​		51,231
Total segment and consolidated NOI	​		219,480	​		211,132	​		629,174	​		648,850
Reconciling items:	​			​			​			​
Joint venture management and other fees	​		1,071	​		1,199	​		4,918	​		3,861
Property management	​		(9,861)	​		(8,879)	​		(28,129)	​		(26,879)
Other operating expenses	​		(4,237)	​		(5,543)	​		(13,045)	​		(16,609)
Real estate depreciation and amortization	​		(152,636)	​		(151,949)	​		(442,893)	​		(462,481)
General and administrative	​		(15,810)	​		(11,958)	​		(43,673)	​		(37,907)
Casualty-related (charges)/recoveries, net	​		(1,568)	​		—	​		(4,682)	​		(1,353)
Other depreciation and amortization	​		(3,269)	​		(3,887)	​		(8,472)	​		(7,939)
Gain/(loss) on sale of real estate owned	​	​	—	​	​	—	​	​	50,829	​	​	61,303
Income/(loss) from unconsolidated entities	​		14,450	​		2,940	​		29,123	​		14,328
Interest expense	​		(36,289)	​		(62,268)	​		(149,849)	​		(140,182)
Interest income and other income/(expense), net	​		8,238	​		2,183	​		12,831	​		7,304
Tax (provision)/benefit, net	​		(529)	​		(187)	​		(1,283)	​		(1,877)
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		(1,260)	​		1,990	​		(2,221)	​		(2,614)
Net (income)/loss attributable to noncontrolling interests	​		(49)	​		(31)	​		(73)	​		(71)
Net income/(loss) attributable to UDR, Inc.	​	$	17,731	​	$	(25,258)	​	$	32,555	​	$	37,734

(a)	Same-Store Community population consisted of 45,713 apartment homes.

(b)	Same-Store Community population consisted of 45,143 apartment homes.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2021

​

The following table details the assets of UDR’s reportable segments as of September 30, 2021 and December 31, 2020 (dollars in thousands):

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2021		​	2020
Reportable apartment home segment assets:		​			​
Same-Store Communities (a):		​			​
West Region	​	$	4,273,694	​	$	4,242,973
Mid-Atlantic Region	​		2,718,104	​		2,698,049
Northeast Region	​		2,914,571	​		2,900,017
Southeast Region	​		1,076,169	​		1,059,771
Southwest Region	​		898,780	​		897,505
Non-Mature Communities/Other	​		2,426,651	​		1,273,157
Total segment assets	​		14,307,969	​		13,071,472
Accumulated depreciation	​		(5,017,941)	​		(4,605,366)
Total segment assets — net book value	​		9,290,028	​		8,466,106
Reconciling items:	​			​
Cash and cash equivalents	​		1,063	​		1,409
Restricted cash	​		28,170	​		22,762
Notes receivable, net	​		25,741	​		157,992
Investment in and advances to unconsolidated joint ventures, net	​		643,902	​		600,233
Operating lease right-of-use assets	​	​	198,339	​	​	200,913
Other assets	​		213,321	​		188,118
Total consolidated assets	​	$	10,400,564	​	$	9,637,533

(a)	Same-Store Community population consisted of 45,713 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., Baltimore and Richmond

	iii.	Northeast Region — Boston, New York and Philadelphia

	iv.	Southeast Region — Tampa, Orlando, Nashville and Other Florida

	v.	Southwest Region — Dallas, Austin and Denver

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