x
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland (UDR, Inc.)
|
|
54-0857512
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Delaware (United Dominion Realty, L.P.)
|
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54-1776887
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(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation of organization)
|
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Identification No.)
|
UDR, Inc.
|
|
Yes
x
No
o
|
United Dominion Realty, L.P.
|
|
Yes
x
No
o
|
UDR, Inc.
|
|
Yes
x
No
o
|
United Dominion Realty, L.P.
|
|
Yes
x
No
o
|
UDR, Inc.:
|
|
|
|
|
|
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Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
United Dominion Realty, L.P.:
|
|
|
|
|
|
|
Large accelerated filer
o
|
|
Accelerated filer
o
|
|
Non-accelerated filer
x
|
|
Smaller reporting company
o
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
UDR, Inc.
|
|
Yes
o
No
x
|
United Dominion Realty, L.P.
|
|
Yes
o
No
x
|
INDEX
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PAGE
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Item 4
. Mine Safety Disclosures
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Exhibit 4.1
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Exhibit 12.1
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Exhibit 12.2
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Exhibit 31.1
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Exhibit 31.2
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Exhibit 31.3
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Exhibit 31.4
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Exhibit 32.1
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Exhibit 32.2
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Exhibit 32.3
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Exhibit 32.4
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|
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September 30,
2016 |
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December 31,
2015 |
||||
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(unaudited)
|
|
(audited)
|
||||
ASSETS
|
|
|
|
||||
Real estate owned:
|
|
|
|
||||
Real estate held for investment
|
$
|
8,984,369
|
|
|
$
|
9,053,599
|
|
Less: accumulated depreciation
|
(2,849,902
|
)
|
|
(2,646,044
|
)
|
||
Real estate held for investment, net
|
6,134,467
|
|
|
6,407,555
|
|
||
Real estate under development (net of accumulated depreciation of $0 and $0, respectively)
|
294,844
|
|
|
124,072
|
|
||
Real estate held for disposition (net of accumulated depreciation of $91,435 and $830, respectively)
|
51,052
|
|
|
11,775
|
|
||
Total real estate owned, net of accumulated depreciation
|
6,480,363
|
|
|
6,543,402
|
|
||
Cash and cash equivalents
|
3,301
|
|
|
6,742
|
|
||
Restricted cash
|
21,233
|
|
|
20,798
|
|
||
Funds held in escrow from Internal Revenue Code Section 1031 exchanges
|
87,162
|
|
|
—
|
|
||
Notes receivable, net
|
19,694
|
|
|
16,694
|
|
||
Investment in and advances to unconsolidated joint ventures, net
|
917,941
|
|
|
938,906
|
|
||
Other assets
|
121,475
|
|
|
137,302
|
|
||
Total assets
|
$
|
7,651,169
|
|
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$
|
7,663,844
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Secured debt, net
|
$
|
1,048,993
|
|
|
$
|
1,376,945
|
|
Unsecured debt, net
|
2,495,397
|
|
|
2,193,850
|
|
||
Real estate taxes payable
|
36,030
|
|
|
18,786
|
|
||
Accrued interest payable
|
28,135
|
|
|
29,162
|
|
||
Security deposits and prepaid rent
|
37,300
|
|
|
36,330
|
|
||
Distributions payable
|
86,959
|
|
|
80,368
|
|
||
Accounts payable, accrued expenses, and other liabilities
|
91,601
|
|
|
81,356
|
|
||
Total liabilities
|
3,824,415
|
|
|
3,816,797
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 12)
|
|
|
|
||||
|
|
|
|
||||
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership
|
900,756
|
|
|
946,436
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred stock, no par value; 50,000,000 shares authorized:
|
|
|
|
||||
8.00% Series E Cumulative Convertible; 2,796,903 shares issued and outstanding at September 30, 2016 and December 31, 2015
|
46,457
|
|
|
46,457
|
|
||
Series F; 16,291,246 and 16,452,496 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
|
1
|
|
|
1
|
|
||
Common stock, $0.01 par value; 350,000,000 shares authorized:
|
|
|
|
||||
267,222,186 and 261,844,521 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
|
2,672
|
|
|
2,618
|
|
||
Additional paid-in capital
|
4,631,539
|
|
|
4,447,816
|
|
||
Distributions in excess of net income
|
(1,746,617
|
)
|
|
(1,584,459
|
)
|
||
Accumulated other comprehensive income/(loss), net
|
(11,146
|
)
|
|
(12,678
|
)
|
||
Total stockholders’ equity
|
2,922,906
|
|
|
2,899,755
|
|
||
Noncontrolling interests
|
3,092
|
|
|
856
|
|
||
Total equity
|
2,925,998
|
|
|
2,900,611
|
|
||
Total liabilities and equity
|
$
|
7,651,169
|
|
|
$
|
7,663,844
|
|
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Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
240,255
|
|
|
$
|
217,765
|
|
|
$
|
708,380
|
|
|
$
|
637,576
|
|
Joint venture management and other fees
|
2,997
|
|
|
3,653
|
|
|
8,473
|
|
|
19,457
|
|
||||
Total revenues
|
243,252
|
|
|
221,418
|
|
|
716,853
|
|
|
657,033
|
|
||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Property operating and maintenance
|
41,852
|
|
|
39,478
|
|
|
119,872
|
|
|
113,922
|
|
||||
Real estate taxes and insurance
|
28,047
|
|
|
24,722
|
|
|
86,703
|
|
|
76,082
|
|
||||
Property management
|
6,607
|
|
|
5,988
|
|
|
19,480
|
|
|
17,533
|
|
||||
Other operating expenses
|
1,636
|
|
|
2,639
|
|
|
5,280
|
|
|
6,174
|
|
||||
Real estate depreciation and amortization
|
105,802
|
|
|
90,568
|
|
|
317,078
|
|
|
269,689
|
|
||||
General and administrative
|
11,826
|
|
|
15,824
|
|
|
36,505
|
|
|
41,697
|
|
||||
Casualty-related charges/(recoveries), net
|
205
|
|
|
541
|
|
|
1,834
|
|
|
2,380
|
|
||||
Other depreciation and amortization
|
1,526
|
|
|
1,457
|
|
|
4,565
|
|
|
4,780
|
|
||||
Total operating expenses
|
197,501
|
|
|
181,217
|
|
|
591,317
|
|
|
532,257
|
|
||||
Operating income
|
45,751
|
|
|
40,201
|
|
|
125,536
|
|
|
124,776
|
|
||||
Income/(loss) from unconsolidated entities
|
15,285
|
|
|
2,691
|
|
|
16,289
|
|
|
61,277
|
|
||||
Interest expense
|
(31,954
|
)
|
|
(30,232
|
)
|
|
(93,736
|
)
|
|
(88,705
|
)
|
||||
Interest income and other income/(expense), net
|
478
|
|
|
402
|
|
|
1,449
|
|
|
1,144
|
|
||||
Income/(loss) before income taxes and gain/(loss) on sale of real estate owned
|
29,560
|
|
|
13,062
|
|
|
49,538
|
|
|
98,492
|
|
||||
Tax benefit/(provision), net
|
(94
|
)
|
|
633
|
|
|
711
|
|
|
2,462
|
|
||||
Income/(loss) from continuing operations
|
29,466
|
|
|
13,695
|
|
|
50,249
|
|
|
100,954
|
|
||||
Gain/(loss) on sale of real estate owned, net of tax
|
—
|
|
|
—
|
|
|
10,385
|
|
|
79,042
|
|
||||
Net income/(loss)
|
29,466
|
|
|
13,695
|
|
|
60,634
|
|
|
179,996
|
|
||||
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership
|
(2,459
|
)
|
|
(405
|
)
|
|
(4,974
|
)
|
|
(6,022
|
)
|
||||
Net (income)/loss attributable to noncontrolling interests
|
(51
|
)
|
|
1
|
|
|
(365
|
)
|
|
(6
|
)
|
||||
Net income/(loss) attributable to UDR, Inc.
|
26,956
|
|
|
13,291
|
|
|
55,295
|
|
|
173,968
|
|
||||
Distributions to preferred stockholders — Series E (Convertible)
|
(929
|
)
|
|
(930
|
)
|
|
(2,787
|
)
|
|
(2,792
|
)
|
||||
Net income/(loss) attributable to common stockholders
|
$
|
26,027
|
|
|
$
|
12,361
|
|
|
$
|
52,508
|
|
|
$
|
171,176
|
|
|
|
|
|
|
|
|
|
||||||||
Common distributions declared per share
|
$
|
0.2950
|
|
|
$
|
0.2775
|
|
|
$
|
0.8850
|
|
|
$
|
0.8325
|
|
|
|
|
|
|
|
|
|
||||||||
Income/(loss) per weighted average common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
0.20
|
|
|
$
|
0.66
|
|
Diluted
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
0.20
|
|
|
$
|
0.66
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
266,301
|
|
|
259,114
|
|
|
265,013
|
|
|
257,940
|
|
||||
Diluted
|
268,305
|
|
|
261,207
|
|
|
266,925
|
|
|
260,020
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income/(loss)
|
$
|
29,466
|
|
|
$
|
13,695
|
|
|
$
|
60,634
|
|
|
$
|
179,996
|
|
Other comprehensive income/(loss), including portion attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income/(loss) - derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gain/(loss)
|
1,090
|
|
|
(5,707
|
)
|
|
(1,684
|
)
|
|
(7,072
|
)
|
||||
(Gain)/loss reclassified into earnings from other comprehensive income/(loss)
|
914
|
|
|
536
|
|
|
2,792
|
|
|
1,565
|
|
||||
Other comprehensive income/(loss), including portion attributable to noncontrolling interests
|
2,004
|
|
|
(5,171
|
)
|
|
1,108
|
|
|
(5,507
|
)
|
||||
Comprehensive income/(loss)
|
31,470
|
|
|
8,524
|
|
|
61,742
|
|
|
174,489
|
|
||||
Comprehensive (income)/loss attributable to noncontrolling interests
|
(2,686
|
)
|
|
(230
|
)
|
|
(4,915
|
)
|
|
(5,853
|
)
|
||||
Comprehensive income/(loss) attributable to UDR, Inc.
|
$
|
28,784
|
|
|
$
|
8,294
|
|
|
$
|
56,827
|
|
|
$
|
168,636
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Paid-in Capital
|
|
Distributions in Excess of Net Income
|
|
Accumulated Other Comprehensive Income/(Loss), net
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||
Balance at December 31, 2015
|
$
|
46,458
|
|
|
$
|
2,618
|
|
|
$
|
4,447,816
|
|
|
$
|
(1,584,459
|
)
|
|
$
|
(12,678
|
)
|
|
$
|
856
|
|
|
$
|
2,900,611
|
|
Net income/(loss) attributable to UDR, Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
55,295
|
|
|
—
|
|
|
—
|
|
|
55,295
|
|
|||||||
Net income/(loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
310
|
|
|||||||
Disposition of noncontrolling interests in consolidated real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,155
|
)
|
|
(1,155
|
)
|
|||||||
Contribution of noncontrolling interests in consolidated real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
102
|
|
|||||||
Long-Term Incentive Plan Unit grants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,979
|
|
|
2,979
|
|
|||||||
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
—
|
|
|
1,532
|
|
|||||||
Issuance/(forfeiture) of common and restricted shares, net
|
—
|
|
|
2
|
|
|
4,563
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,565
|
|
|||||||
Issuance of common shares through public offering
|
—
|
|
|
50
|
|
|
173,188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173,238
|
|
|||||||
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership
|
—
|
|
|
2
|
|
|
5,972
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,974
|
|
|||||||
Common stock distributions declared ($0.8850 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(236,262
|
)
|
|
—
|
|
|
—
|
|
|
(236,262
|
)
|
|||||||
Preferred stock distributions declared-Series E ($0.9966 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,787
|
)
|
|
—
|
|
|
—
|
|
|
(2,787
|
)
|
|||||||
Adjustment to reflect redemption value of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
21,596
|
|
|
—
|
|
|
—
|
|
|
21,596
|
|
|||||||
Balance at September 30, 2016
|
$
|
46,458
|
|
|
$
|
2,672
|
|
|
$
|
4,631,539
|
|
|
$
|
(1,746,617
|
)
|
|
$
|
(11,146
|
)
|
|
$
|
3,092
|
|
|
$
|
2,925,998
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
||||
Net income/(loss)
|
$
|
60,634
|
|
|
$
|
179,996
|
|
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
|
|
|
|||||
Depreciation and amortization
|
321,643
|
|
|
274,469
|
|
||
(Gain)/loss on sale of real estate owned, net of tax
|
(10,385
|
)
|
|
(79,042
|
)
|
||
Tax (benefit)/provision, net
|
(711
|
)
|
|
(2,462
|
)
|
||
(Income)/loss from unconsolidated entities
|
(16,289
|
)
|
|
(61,277
|
)
|
||
Amortization of share-based compensation
|
10,536
|
|
|
14,439
|
|
||
Other
|
26,914
|
|
|
5,780
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
(Increase)/decrease in operating assets
|
(10,594
|
)
|
|
(10,026
|
)
|
||
Increase/(decrease) in operating liabilities
|
1,374
|
|
|
(16,075
|
)
|
||
Net cash provided by/(used in) operating activities
|
383,122
|
|
|
305,802
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Acquisition of real estate assets
|
(23,003
|
)
|
|
—
|
|
||
Proceeds from sale of real estate investments, net
|
21,901
|
|
|
90,543
|
|
||
Development of real estate assets
|
(136,555
|
)
|
|
(91,385
|
)
|
||
Capital expenditures and other major improvements — real estate assets, net of escrow reimbursement
|
(59,729
|
)
|
|
(80,119
|
)
|
||
Capital expenditures — non-real estate assets
|
(4,447
|
)
|
|
(2,684
|
)
|
||
Investment in unconsolidated joint ventures
|
(29,832
|
)
|
|
(195,607
|
)
|
||
Distributions received from unconsolidated joint ventures
|
32,472
|
|
|
53,185
|
|
||
Transfers to escrow for Internal Revenue Code Section 1031 exchanges
|
(69,409
|
)
|
|
—
|
|
||
Purchase deposits on pending acquisitions
|
—
|
|
|
(1,000
|
)
|
||
(Issuance)/repayment of notes receivable
|
(3,000
|
)
|
|
(1,125
|
)
|
||
Net cash provided by/(used in) investing activities
|
(271,602
|
)
|
|
(228,192
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
||||
Payments on secured debt
|
(352,814
|
)
|
|
(6,861
|
)
|
||
Proceeds from the issuance of secured debt
|
25,000
|
|
|
—
|
|
||
Payments on unsecured debt
|
(95,053
|
)
|
|
(325,429
|
)
|
||
Proceeds from the issuance of unsecured debt
|
300,000
|
|
|
299,310
|
|
||
Net proceeds/(repayment) of revolving bank debt
|
96,925
|
|
|
(42,500
|
)
|
||
Proceeds from the issuance of common shares through public offering, net
|
173,238
|
|
|
210,131
|
|
||
Distributions paid to redeemable noncontrolling interests
|
(22,179
|
)
|
|
(7,761
|
)
|
||
Distributions paid to preferred stockholders
|
(2,783
|
)
|
|
(2,792
|
)
|
||
Distributions paid to common stockholders
|
(230,094
|
)
|
|
(210,458
|
)
|
||
Other
|
(7,201
|
)
|
|
(5,153
|
)
|
||
Net cash provided by/(used in) financing activities
|
(114,961
|
)
|
|
(91,513
|
)
|
||
Net increase/(decrease) in cash and cash equivalents
|
(3,441
|
)
|
|
(13,903
|
)
|
||
Cash and cash equivalents, beginning of period
|
6,742
|
|
|
15,224
|
|
||
Cash and cash equivalents, end of period
|
$
|
3,301
|
|
|
$
|
1,321
|
|
|
|
|
|
||||
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Supplemental Information:
|
|
|
|
||||
Interest paid during the period, net of amounts capitalized
|
$
|
95,808
|
|
|
$
|
101,618
|
|
|
|
|
|
||||
Non-cash transactions:
|
|
|
|
||||
Transfer of investment in and advances to unconsolidated joint ventures to real estate owned
|
$
|
14,849
|
|
|
$
|
—
|
|
Acquisition of real estate
|
—
|
|
|
24,067
|
|
||
Fair value adjustment of debt acquired as part of acquisition of real estate
|
—
|
|
|
1,363
|
|
||
Development costs and capital expenditures incurred but not yet paid
|
44,564
|
|
|
13,922
|
|
||
Conversion of Operating Partnership and DownREIT Partnership noncontrolling interest to common stock (163,330 shares in 2016 and 112,174 shares in 2015)
|
5,974
|
|
|
3,818
|
|
|
Interest rate at
|
|
Balance outstanding
|
|||||||
|
September 30,
2016 |
|
September 30,
2016 |
|
December 31, 2015
|
|||||
Note due February 2020 (a)
|
10.00
|
%
|
|
$
|
12,994
|
|
|
$
|
12,994
|
|
Note due July 2017 (b)
|
8.00
|
%
|
|
2,500
|
|
|
2,500
|
|
||
Note due October 2020 (c)
|
8.00
|
%
|
|
1,200
|
|
|
1,200
|
|
||
Note due April 2021 (d)
|
10.00
|
%
|
|
3,000
|
|
|
—
|
|
||
Total notes receivable, net
|
|
|
$
|
19,694
|
|
|
$
|
16,694
|
|
(c)
|
The Company has a secured note receivable with an unaffiliated third party with an aggregate commitment of
$2.0 million
. Interest payments are due when the loan matures. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of
$10.0 million
or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) the fifth anniversary of the date of the note (October 2020).
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
Land
|
$
|
1,787,256
|
|
|
$
|
1,833,156
|
|
Depreciable property — held and used:
|
|
|
|
||||
Land Improvements
|
175,081
|
|
|
173,821
|
|
||
Building, improvements, and furniture, fixtures and equipment
|
7,022,032
|
|
|
7,046,622
|
|
||
Under development:
|
|
|
|
||||
Land and land improvements
|
111,028
|
|
|
78,085
|
|
||
Building, improvements, and furniture, fixtures and equipment
|
183,816
|
|
|
45,987
|
|
||
Real estate held for disposition:
|
|
|
|
||||
Land and land improvements
|
21,526
|
|
|
9,963
|
|
||
Building, improvements, and furniture, fixtures and equipment
|
120,961
|
|
|
2,642
|
|
||
Real estate owned
|
9,421,700
|
|
|
9,190,276
|
|
||
Accumulated depreciation
|
(2,941,337
|
)
|
|
(2,646,874
|
)
|
||
Real estate owned, net
|
$
|
6,480,363
|
|
|
$
|
6,543,402
|
|
(a)
|
In August 2016, the Company increased its ownership interest from
5%
to
100%
in a parcel of land in Dublin, California for a purchase price of approximately
$8.5 million
, including closing costs. As a result, the Company consolidated the parcel of land and it is no longer accounted for as an unconsolidated joint venture (see Note 3,
Real Estate Owned
). The parcel of land was previously held in the UDR/MetLife I joint venture.
|
(b)
|
The number of apartment homes for the communities under development presented in the table above is based on the projected number of total homes. As of
September 30, 2016
,
447
apartment homes had been completed in Other UDR/MetLife Development Joint Ventures, and
no
apartment homes had been completed in UDR/MetLife I.
|
(c)
|
In September 2015, the 717 Olympic community, which is owned by the UDR/MetLife II joint venture, experienced extensive water damage due to a ruptured water pipe. For the
three and nine months ended
September 30, 2016
, the Company recorded a casualty gain of
$4.6 million
and
$3.5 million
, respectively, its proportionate share of the total gain recognized, as a result of insurance proceeds received.
|
(d)
|
In June 2016, the Company increased its ownership interest from
50%
to
100%
in a parcel of land in Los Angeles, California for a purchase price of approximately
$20.1 million
, including closing costs. As a result, the Company consolidated the parcel of land and it is no longer accounted for as an unconsolidated joint venture (see Note 3,
Real Estate Owned
). The parcel of land was previously held in Other/UDR MetLife Development Joint Ventures.
|
(e)
|
In September 2016, one of the five communities held by the West Coast Joint Venture achieved stabilization, which is defined as when a community reaches
80%
occupancy for
90
consecutive days. Upon stabilization, income and expense are shared based on each partner's ownership percentage and the Company no longer receives a
6.5%
preferred return on its investment in the stabilized community. The remaining four communities have not achieved stabilization and the Company continues to receive a
6.5%
preferred return on its investment in those communities.
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
Total real estate, net
|
$
|
2,883,143
|
|
|
$
|
3,135,757
|
|
Assets held for sale
|
186,471
|
|
|
—
|
|
||
Cash and cash equivalents
|
30,980
|
|
|
36,480
|
|
||
Other assets
|
20,679
|
|
|
29,891
|
|
||
Total assets
|
$
|
3,121,273
|
|
|
$
|
3,202,128
|
|
|
|
|
|
||||
Amount due to UDR
|
$
|
362
|
|
|
$
|
7,266
|
|
Third party debt
|
1,652,296
|
|
|
1,614,463
|
|
||
Liabilities held for sale
|
76,722
|
|
|
—
|
|
||
Accounts payable and accrued liabilities
|
68,534
|
|
|
95,523
|
|
||
Total liabilities
|
1,797,914
|
|
|
1,717,252
|
|
||
Total equity
|
1,323,359
|
|
|
1,484,876
|
|
||
Total liabilities and equity
|
$
|
3,121,273
|
|
|
$
|
3,202,128
|
|
Investment in and advances to unconsolidated joint ventures, net
|
$
|
917,941
|
|
|
$
|
938,906
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total revenues
|
$
|
60,366
|
|
|
$
|
55,948
|
|
|
$
|
173,556
|
|
|
$
|
165,944
|
|
Property operating expenses
|
(16,309
|
)
|
|
(21,981
|
)
|
|
(62,703
|
)
|
|
(63,692
|
)
|
||||
Real estate depreciation and amortization
|
(21,260
|
)
|
|
(18,272
|
)
|
|
(61,973
|
)
|
|
(57,026
|
)
|
||||
Operating income/(loss)
|
22,797
|
|
|
15,695
|
|
|
48,880
|
|
|
45,226
|
|
||||
Interest expense
|
(17,176
|
)
|
|
(16,310
|
)
|
|
(50,360
|
)
|
|
(48,540
|
)
|
||||
Other income/(expense)
|
(10
|
)
|
|
(182
|
)
|
|
(14
|
)
|
|
(190
|
)
|
||||
Gain/(loss) on sale of real estate
|
10,262
|
|
|
—
|
|
|
10,262
|
|
|
—
|
|
||||
Income/(loss) from discontinued operations
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
182,452
|
|
||||
Net income/(loss)
|
$
|
15,873
|
|
|
$
|
(834
|
)
|
|
$
|
8,768
|
|
|
$
|
178,948
|
|
UDR income/(loss) from unconsolidated entities
|
$
|
15,285
|
|
|
$
|
2,691
|
|
|
$
|
16,289
|
|
|
$
|
61,277
|
|
|
|
|
|
|
Nine Months Ended
|
|||||||||||
|
Principal Outstanding
|
|
September 30, 2016
|
|||||||||||||
|
September 30,
2016 |
|
December 31, 2015
|
|
Weighted Average
Interest Rate |
|
Weighted Average
Years to Maturity |
|
Number of Communities
Encumbered |
|||||||
Secured Debt:
|
|
|
|
|
|
|
|
|
|
|||||||
Fixed Rate Debt
|
|
|
|
|
|
|
|
|
|
|||||||
Mortgage notes payable (a)
|
$
|
321,287
|
|
|
$
|
442,617
|
|
|
4.30
|
%
|
|
6.1
|
|
|
5
|
|
Fannie Mae credit facilities (b)
|
355,836
|
|
|
514,462
|
|
|
5.06
|
%
|
|
3.1
|
|
|
10
|
|
||
Deferred financing costs
|
(2,759
|
)
|
|
(4,278
|
)
|
|
|
|
|
|
|
|||||
Total fixed rate secured debt, net
|
674,364
|
|
|
952,801
|
|
|
4.70
|
%
|
|
4.5
|
|
|
15
|
|
||
Variable Rate Debt
|
|
|
|
|
|
|
|
|
|
|
||||||
Mortgage notes payable (c)
|
—
|
|
|
31,337
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
||
Tax-exempt secured notes payable (d)
|
94,700
|
|
|
94,700
|
|
|
1.45
|
%
|
|
6.4
|
|
|
2
|
|
||
Fannie Mae credit facilities (b)
|
280,946
|
|
|
299,378
|
|
|
2.00
|
%
|
|
3.5
|
|
|
7
|
|
||
Deferred financing costs
|
(1,017
|
)
|
|
(1,271
|
)
|
|
|
|
|
|
|
|||||
Total variable rate secured debt, net
|
374,629
|
|
|
424,144
|
|
|
1.86
|
%
|
|
4.2
|
|
|
9
|
|
||
Total Secured Debt, net
|
1,048,993
|
|
|
1,376,945
|
|
|
3.68
|
%
|
|
4.4
|
|
|
24
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Unsecured Debt:
|
|
|
|
|
|
|
|
|
|
|||||||
Variable Rate Debt
|
|
|
|
|
|
|
|
|
|
|||||||
Borrowings outstanding under an unsecured credit facility due January 2020 (e) (j)
|
180,000
|
|
|
150,000
|
|
|
1.43
|
%
|
|
3.3
|
|
|
|
|||
Borrowings outstanding under an unsecured working capital credit facility due January 2019 (f)
|
66,925
|
|
|
—
|
|
|
1.43
|
%
|
|
2.3
|
|
|
|
|||
Term Loan Facility due January 2021 (e) (j)
|
35,000
|
|
|
35,000
|
|
|
1.47
|
%
|
|
4.3
|
|
|
|
|||
Fixed Rate Debt
|
|
|
|
|
|
|
|
|
|
|||||||
5.25% Medium-Term Notes due January 2016 (g)
|
—
|
|
|
83,260
|
|
|
—
|
%
|
|
—
|
|
|
|
|||
6.21% Term Notes due July 2016 (g)
|
—
|
|
|
12,091
|
|
|
—
|
%
|
|
—
|
|
|
|
|||
4.25% Medium-Term Notes due June 2018 (net of discounts of $715 and $1,037, respectively) (j)
|
299,285
|
|
|
298,963
|
|
|
4.25
|
%
|
|
1.7
|
|
|
|
|||
3.70% Medium-Term Notes due October 2020 (net of discounts of $32 and $38, respectively) (j)
|
299,968
|
|
|
299,962
|
|
|
3.70
|
%
|
|
4.0
|
|
|
|
|||
2.23% Term Loan Facility due January 2021 (e) (j)
|
315,000
|
|
|
315,000
|
|
|
2.23
|
%
|
|
4.3
|
|
|
|
|||
4.63% Medium-Term Notes due January 2022 (net of discounts of $1,895 and $2,164, respectively) (j)
|
398,105
|
|
|
397,836
|
|
|
4.63
|
%
|
|
5.3
|
|
|
|
|||
3.75% Medium-Term Notes due July 2024 (net of discounts of $808 and $886, respectively) (j)
|
299,192
|
|
|
299,114
|
|
|
3.75
|
%
|
|
7.8
|
|
|
|
|||
8.50% Debentures due September 2024
|
15,644
|
|
|
15,644
|
|
|
8.50
|
%
|
|
8.0
|
|
|
|
|||
4.00% Medium-Term Notes due October 2025 (net of discounts of $619 and $671, respectively) (h) (j)
|
299,381
|
|
|
299,329
|
|
|
4.00
|
%
|
|
9.0
|
|
|
|
|||
2.95% Medium-Term Notes due September 2026 (i) (j)
|
300,000
|
|
|
—
|
|
|
2.95
|
%
|
|
9.9
|
|
|
|
|||
Other
|
22
|
|
|
24
|
|
|
|
|
|
|
|
|||||
Deferred financing costs
|
(13,125
|
)
|
|
(12,373
|
)
|
|
|
|
|
|
|
|||||
Total Unsecured Debt, net
|
2,495,397
|
|
|
2,193,850
|
|
|
3.52
|
%
|
|
5.7
|
|
|
|
|||
Total Debt, net
|
$
|
3,544,390
|
|
|
$
|
3,570,795
|
|
|
3.66
|
%
|
|
5.3
|
|
|
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
Borrowings outstanding
|
$
|
636,782
|
|
|
$
|
813,840
|
|
Weighted average borrowings during the period ended
|
771,475
|
|
|
822,521
|
|
||
Maximum daily borrowings during the period ended
|
813,544
|
|
|
834,003
|
|
||
Weighted average interest rate during the period ended
|
4.0
|
%
|
|
4.0
|
%
|
||
Weighted average interest rate at the end of the period
|
3.7
|
%
|
|
3.9
|
%
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
Total revolving credit facility
|
$
|
1,100,000
|
|
|
$
|
1,100,000
|
|
Borrowings outstanding at end of period (1)
|
180,000
|
|
|
150,000
|
|
||
Weighted average daily borrowings during the period ended
|
214,674
|
|
|
353,647
|
|
||
Maximum daily borrowings during the period ended
|
340,000
|
|
|
541,500
|
|
||
Weighted average interest rate during the period ended
|
1.4
|
%
|
|
1.1
|
%
|
||
Interest rate at end of the period
|
1.4
|
%
|
|
1.2
|
%
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
Total revolving working capital credit facility
|
$
|
75,000
|
|
|
$
|
30,000
|
|
Borrowings outstanding at end of period
|
66,925
|
|
|
—
|
|
||
Weighted average daily borrowings during the period ended
|
40,370
|
|
|
—
|
|
||
Maximum daily borrowings during the period ended
|
69,633
|
|
|
—
|
|
||
Weighted average interest rate during the period ended
|
1.4
|
%
|
|
—
|
%
|
||
Interest rate at end of the period
|
1.4
|
%
|
|
—
|
%
|
Year
|
|
Total Fixed Secured Debt
|
|
Total Variable Secured Debt
|
|
Total Secured Debt
|
|
Total Unsecured Debt
|
|
Total Debt
|
||||||||||
2016
|
|
$
|
829
|
|
|
$
|
—
|
|
|
$
|
829
|
|
|
$
|
—
|
|
|
$
|
829
|
|
2017
|
|
24,373
|
|
|
46,568
|
|
|
70,941
|
|
|
—
|
|
|
70,941
|
|
|||||
2018
|
|
73,096
|
|
|
137,969
|
|
|
211,065
|
|
|
300,000
|
|
|
511,065
|
|
|||||
2019
|
|
247,796
|
|
|
67,700
|
|
|
315,496
|
|
|
66,925
|
|
|
382,421
|
|
|||||
2020
|
|
170,664
|
|
|
—
|
|
|
170,664
|
|
|
480,000
|
|
|
650,664
|
|
|||||
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
|
350,000
|
|
|||||
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|
400,000
|
|
|||||
2023
|
|
—
|
|
|
96,409
|
|
|
96,409
|
|
|
—
|
|
|
96,409
|
|
|||||
2024
|
|
—
|
|
|
—
|
|
|
—
|
|
|
315,644
|
|
|
315,644
|
|
|||||
2025
|
|
127,600
|
|
|
—
|
|
|
127,600
|
|
|
300,000
|
|
|
427,600
|
|
|||||
Thereafter
|
|
25,000
|
|
|
27,000
|
|
|
52,000
|
|
|
300,000
|
|
|
352,000
|
|
|||||
Subtotal
|
|
669,358
|
|
|
375,646
|
|
|
1,045,004
|
|
|
2,512,569
|
|
|
3,557,573
|
|
|||||
Non-cash (a)
|
|
5,006
|
|
|
(1,017
|
)
|
|
3,989
|
|
|
(17,172
|
)
|
|
(13,183
|
)
|
|||||
Total
|
|
$
|
674,364
|
|
|
$
|
374,629
|
|
|
$
|
1,048,993
|
|
|
$
|
2,495,397
|
|
|
$
|
3,544,390
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator for income/(loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income/(loss) from continuing operations
|
$
|
29,466
|
|
|
$
|
13,695
|
|
|
$
|
50,249
|
|
|
$
|
100,954
|
|
Gain/(loss) on sale of real estate owned, net of tax
|
—
|
|
|
—
|
|
|
10,385
|
|
|
79,042
|
|
||||
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership
|
(2,459
|
)
|
|
(405
|
)
|
|
(4,974
|
)
|
|
(6,022
|
)
|
||||
Net (income)/loss attributable to noncontrolling interests
|
(51
|
)
|
|
1
|
|
|
(365
|
)
|
|
(6
|
)
|
||||
Net income/(loss) attributable to UDR, Inc.
|
26,956
|
|
|
13,291
|
|
|
55,295
|
|
|
173,968
|
|
||||
Distributions to preferred stockholders — Series E (Convertible)
|
(929
|
)
|
|
(930
|
)
|
|
(2,787
|
)
|
|
(2,792
|
)
|
||||
Income/(loss) attributable to common stockholders - basic and diluted
|
$
|
26,027
|
|
|
$
|
12,361
|
|
|
$
|
52,508
|
|
|
$
|
171,176
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator for income/(loss) per share:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
267,081
|
|
|
260,302
|
|
|
265,854
|
|
|
259,151
|
|
||||
Non-vested restricted stock awards
|
(780
|
)
|
|
(1,188
|
)
|
|
(841
|
)
|
|
(1,211
|
)
|
||||
Denominator for basic income/(loss) per share
|
266,301
|
|
|
259,114
|
|
|
265,013
|
|
|
257,940
|
|
||||
Incremental shares issuable from assumed conversion of stock options, unvested LTIP Units, and unvested restricted stock
|
2,004
|
|
|
2,093
|
|
|
1,912
|
|
|
2,080
|
|
||||
Denominator for diluted income/(loss) per share
|
268,305
|
|
|
261,207
|
|
|
266,925
|
|
|
260,020
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income/(loss) per weighted average common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
0.20
|
|
|
$
|
0.66
|
|
Diluted
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
0.20
|
|
|
$
|
0.66
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
OP/DownREIT Units
|
25,168
|
|
|
9,061
|
|
|
25,183
|
|
|
9,117
|
|
Preferred stock
|
3,028
|
|
|
3,029
|
|
|
3,028
|
|
|
3,033
|
|
Stock options, unvested LTIP Units and unvested restricted stock
|
2,004
|
|
|
2,093
|
|
|
1,912
|
|
|
2,080
|
|
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, December 31, 2015
|
|
$
|
946,436
|
|
Mark-to-market adjustment to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership
|
|
(21,596
|
)
|
|
Conversion of OP Units/DownREIT Units to Common Stock
|
|
(6,036
|
)
|
|
Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership
|
|
4,974
|
|
|
Distributions to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership
|
|
(22,598
|
)
|
|
Allocation of other comprehensive income/(loss)
|
|
(424
|
)
|
|
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, September 30, 2016
|
|
$
|
900,756
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income/(loss) attributable to common stockholders
|
$
|
26,027
|
|
|
$
|
12,361
|
|
|
$
|
52,508
|
|
|
$
|
171,176
|
|
Conversion of OP Units and DownREIT Units to UDR Common stock
|
5,955
|
|
|
320
|
|
|
6,036
|
|
|
3,818
|
|
||||
Change in equity from net income/(loss) attributable to common stockholders and conversion of OP Units and DownREIT Units to UDR Common Stock
|
$
|
31,982
|
|
|
$
|
12,681
|
|
|
$
|
58,544
|
|
|
$
|
174,994
|
|
•
|
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.
|
|
|
|
|
|
Fair Value at September 30, 2016, Using
|
||||||||||||||
|
Total Carrying Amount in Statement of Financial Position at September 30, 2016
|
|
Fair Value Estimate at September 30, 2016
|
|
Quoted Prices in
Active Markets
for Identical
Assets or
Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Description:
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes receivable (a)
|
$
|
19,694
|
|
|
$
|
19,512
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,512
|
|
Derivatives - Interest rate contracts (b)
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Total assets
|
$
|
19,695
|
|
|
$
|
19,513
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
19,512
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives - Interest rate contracts (b)
|
$
|
1,831
|
|
|
$
|
1,831
|
|
|
$
|
—
|
|
|
$
|
1,831
|
|
|
$
|
—
|
|
Secured debt instruments - fixed rate: (c)
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage notes payable
|
321,287
|
|
|
329,448
|
|
|
—
|
|
|
—
|
|
|
329,448
|
|
|||||
Fannie Mae credit facilities
|
355,836
|
|
|
373,251
|
|
|
—
|
|
|
—
|
|
|
373,251
|
|
|||||
Secured debt instruments - variable rate: (c)
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax-exempt secured notes payable
|
94,700
|
|
|
94,700
|
|
|
—
|
|
|
—
|
|
|
94,700
|
|
|||||
Fannie Mae credit facilities
|
280,946
|
|
|
280,946
|
|
|
—
|
|
|
—
|
|
|
280,946
|
|
|||||
Unsecured debt instruments: (c)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial bank
|
246,925
|
|
|
246,925
|
|
|
—
|
|
|
—
|
|
|
246,925
|
|
|||||
Senior unsecured notes
|
2,261,597
|
|
|
2,383,730
|
|
|
—
|
|
|
—
|
|
|
2,383,730
|
|
|||||
Total liabilities
|
$
|
3,563,122
|
|
|
$
|
3,710,831
|
|
|
$
|
—
|
|
|
$
|
1,831
|
|
|
$
|
3,709,000
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Parthership (d)
|
$
|
900,756
|
|
|
$
|
900,756
|
|
|
$
|
—
|
|
|
$
|
900,756
|
|
|
$
|
—
|
|
|
|
|
|
|
Fair Value at December 31, 2015, Using
|
||||||||||||||
|
Total Carrying Amount in Statement of Financial Position at December 31, 2015
|
|
Fair Value Estimate at December 31, 2015
|
|
Quoted Prices in
Active Markets
for Identical
Assets or
Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Description:
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes receivable (a)
|
$
|
16,694
|
|
|
$
|
16,938
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,938
|
|
Derivatives - Interest rate contracts (b)
|
13
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|||||
Total assets
|
$
|
16,707
|
|
|
$
|
16,951
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
16,938
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives- Interest rate contracts (b)
|
$
|
2,112
|
|
|
$
|
2,112
|
|
|
$
|
—
|
|
|
$
|
2,112
|
|
|
$
|
—
|
|
Secured debt instruments - fixed rate: (c)
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage notes payable
|
442,617
|
|
|
448,019
|
|
|
—
|
|
|
—
|
|
|
448,019
|
|
|||||
Fannie Mae credit facilities
|
514,462
|
|
|
539,050
|
|
|
—
|
|
|
—
|
|
|
539,050
|
|
|||||
Secured debt instruments - variable rate: (c)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgage notes payable
|
31,337
|
|
|
31,337
|
|
|
—
|
|
|
—
|
|
|
31,337
|
|
|||||
Tax-exempt secured notes payable
|
94,700
|
|
|
94,700
|
|
|
—
|
|
|
—
|
|
|
94,700
|
|
|||||
Fannie Mae credit facilities
|
299,378
|
|
|
299,378
|
|
|
—
|
|
|
—
|
|
|
299,378
|
|
|||||
Unsecured debt instruments: (c)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial bank
|
150,000
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|||||
Senior unsecured notes
|
2,056,223
|
|
|
2,108,687
|
|
|
—
|
|
|
—
|
|
|
2,108,687
|
|
|||||
Total liabilities
|
$
|
3,590,829
|
|
|
$
|
3,673,283
|
|
|
$
|
—
|
|
|
$
|
2,112
|
|
|
$
|
3,671,171
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (d)
|
$
|
946,436
|
|
|
$
|
946,436
|
|
|
$
|
—
|
|
|
$
|
946,436
|
|
|
$
|
—
|
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional
|
||
Interest rate swaps (a)
|
|
3
|
|
$
|
315,000
|
|
Interest rate caps
|
|
2
|
|
$
|
203,166
|
|
Product
|
|
Number of Instruments
|
|
Notional
|
||
Interest rate caps
|
|
3
|
|
$
|
133,107
|
|
|
Asset Derivatives
(included in
Other assets
)
|
|
Liability Derivatives
(included in
Other liabilities
)
|
||||||||||||
|
Fair Value at:
|
|
Fair Value at:
|
||||||||||||
|
September 30,
2016 |
|
December 31,
2015 |
|
September 30,
2016 |
|
December 31,
2015 |
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate products
|
$
|
1
|
|
|
$
|
9
|
|
|
$
|
1,831
|
|
|
$
|
2,112
|
|
Derivatives
not
designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate products
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives in Cash Flow Hedging Relationships
|
|
Unrealized holding gain/(loss)
Recognized in OCI
(Effective Portion)
|
|
Gain/(Loss) Reclassified from Accumulated OCI into
Interest expense
(Effective Portion)
|
|
Gain/(Loss) Recognized in
Interest expense
(Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||||||
Three Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate products
|
|
$
|
1,090
|
|
|
$
|
(5,707
|
)
|
|
$
|
(914
|
)
|
|
$
|
(525
|
)
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate products
|
|
$
|
(1,684
|
)
|
|
$
|
(7,072
|
)
|
|
$
|
(2,792
|
)
|
|
$
|
(1,554
|
)
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
|
Gain/(Loss) Recognized in
Interest income and other income/(expense), net
|
||||||
Derivatives Not Designated as Hedging Instruments
|
2016
|
|
2015
|
|||||
Three Months Ended September 30,
|
|
|
|
|
||||
Interest rate products
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Nine Months Ended September 30,
|
|
|
|
|
||||
Interest rate products
|
|
$
|
(4
|
)
|
|
$
|
(25
|
)
|
|
Number of
Properties
|
|
Costs Incurred to Date (a)
|
|
Expected Costs
to Complete
|
|
Average Ownership
Stake
|
|||||
Wholly-owned — under development
|
2
|
|
$
|
294,844
|
|
(b)
|
$
|
413,656
|
|
|
100
|
%
|
Wholly-owned — redevelopment
|
5
|
|
29,571
|
|
(b)
|
24,329
|
|
|
100
|
%
|
||
Joint ventures:
|
|
|
|
|
|
|
|
|||||
Unconsolidated joint ventures
|
5
|
|
654,009
|
|
|
68,211
|
|
(c)
|
50
|
%
|
||
Participating loan investments
|
1
|
|
93,964
|
|
(d)
|
—
|
|
|
0
|
%
|
||
Preferred equity investments
|
2
|
|
60,227
|
|
(e)
|
—
|
|
|
48
|
%
|
||
|
|
|
$
|
1,132,615
|
|
|
$
|
506,196
|
|
|
|
(a)
|
Represents 100% of project costs incurred as of
September 30, 2016
.
|
(b)
|
Costs incurred to date include
$28.4 million
and
$3.9 million
of accrued
fixed assets for development and redevelopment, respectively.
|
(c)
|
Represents UDR’s proportionate share of expected remaining costs to complete.
|
(d)
|
Represents the participating loan balance funded as of
September 30, 2016
.
|
(e)
|
Represents UDR's upfront investment contributed to the West Coast Development Joint Venture for the properties under development as of
September 30, 2016
.
|
•
|
Same-Store Communities
represent those communities acquired, developed, and stabilized prior to
July 1, 2015
for quarter-to-date comparison and
January 1, 2015
for year-to-date comparison and held as of
September 30, 2016
. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves
90%
occupancy for at least three consecutive months.
|
•
|
Non-Mature Communities/Other
represent those communities that do not meet the criteria to be included in
Same-Store Communities
, including, but not limited to, recently acquired, developed and redeveloped properties, and the non-apartment components of mixed use properties.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, (a)
|
|
September 30, (b)
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Reportable apartment home segment rental income
|
|
|
|
|
|
|
|
||||||||
Same-Store Communities
|
|
|
|
|
|
|
|
||||||||
West Region
|
$
|
76,318
|
|
|
$
|
71,624
|
|
|
$
|
222,901
|
|
|
$
|
206,629
|
|
Mid-Atlantic Region
|
36,157
|
|
|
35,362
|
|
|
107,629
|
|
|
105,444
|
|
||||
Northeast Region
|
33,014
|
|
|
31,678
|
|
|
97,574
|
|
|
92,908
|
|
||||
Southeast Region
|
28,150
|
|
|
26,293
|
|
|
82,989
|
|
|
77,420
|
|
||||
Southwest Region
|
11,729
|
|
|
11,122
|
|
|
34,605
|
|
|
32,820
|
|
||||
Non-Mature Communities/Other
|
54,887
|
|
|
41,686
|
|
|
162,682
|
|
|
122,355
|
|
||||
Total consolidated rental income
|
$
|
240,255
|
|
|
$
|
217,765
|
|
|
$
|
708,380
|
|
|
$
|
637,576
|
|
|
|
|
|
|
|
|
|
||||||||
Reportable apartment home segment NOI
|
|
|
|
|
|
|
|
||||||||
Same-Store Communities
|
|
|
|
|
|
|
|
||||||||
West Region
|
$
|
57,851
|
|
|
$
|
53,445
|
|
|
$
|
166,727
|
|
|
$
|
153,591
|
|
Mid-Atlantic Region
|
24,714
|
|
|
23,699
|
|
|
74,160
|
|
|
71,641
|
|
||||
Northeast Region
|
23,326
|
|
|
22,409
|
|
|
69,935
|
|
|
66,350
|
|
||||
Southeast Region
|
18,882
|
|
|
17,562
|
|
|
56,759
|
|
|
51,875
|
|
||||
Southwest Region
|
7,212
|
|
|
6,905
|
|
|
21,496
|
|
|
20,491
|
|
||||
Non-Mature Communities/Other
|
38,371
|
|
|
29,545
|
|
|
112,728
|
|
|
83,624
|
|
||||
Total consolidated NOI
|
170,356
|
|
|
153,565
|
|
|
501,805
|
|
|
447,572
|
|
||||
Reconciling items:
|
|
|
|
|
|
|
|
||||||||
Joint venture management and other fees
|
2,997
|
|
|
3,653
|
|
|
8,473
|
|
|
19,457
|
|
||||
Property management
|
(6,607
|
)
|
|
(5,988
|
)
|
|
(19,480
|
)
|
|
(17,533
|
)
|
||||
Other operating expenses
|
(1,636
|
)
|
|
(2,639
|
)
|
|
(5,280
|
)
|
|
(6,174
|
)
|
||||
Real estate depreciation and amortization
|
(105,802
|
)
|
|
(90,568
|
)
|
|
(317,078
|
)
|
|
(269,689
|
)
|
||||
General and administrative
|
(11,826
|
)
|
|
(15,824
|
)
|
|
(36,505
|
)
|
|
(41,697
|
)
|
||||
Casualty-related recoveries/(charges), net
|
(205
|
)
|
|
(541
|
)
|
|
(1,834
|
)
|
|
(2,380
|
)
|
||||
Other depreciation and amortization
|
(1,526
|
)
|
|
(1,457
|
)
|
|
(4,565
|
)
|
|
(4,780
|
)
|
||||
Income/(loss) from unconsolidated entities
|
15,285
|
|
|
2,691
|
|
|
16,289
|
|
|
61,277
|
|
||||
Interest expense
|
(31,954
|
)
|
|
(30,232
|
)
|
|
(93,736
|
)
|
|
(88,705
|
)
|
||||
Interest income and other income/(expense), net
|
478
|
|
|
402
|
|
|
1,449
|
|
|
1,144
|
|
||||
Tax benefit/(provision), net
|
(94
|
)
|
|
633
|
|
|
711
|
|
|
2,462
|
|
||||
Gain/(loss) on sale of real estate owned, net of tax
|
—
|
|
|
—
|
|
|
10,385
|
|
|
79,042
|
|
||||
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership
|
(2,459
|
)
|
|
(405
|
)
|
|
(4,974
|
)
|
|
(6,022
|
)
|
||||
Net (income)/loss attributable to noncontrolling interests
|
(51
|
)
|
|
1
|
|
|
(365
|
)
|
|
(6
|
)
|
||||
Net income/(loss) attributable to UDR, Inc.
|
$
|
26,956
|
|
|
$
|
13,291
|
|
|
$
|
55,295
|
|
|
$
|
173,968
|
|
(a)
|
Same-Store Community
population consisted of
32,472
apartment homes.
|
(b)
|
Same-Store Community
population consisted of
32,310
apartment homes.
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Reportable apartment home segment assets:
|
|
|
|
||||
Same-Store Communities:
|
|
|
|
||||
West Region
|
$
|
2,788,889
|
|
|
$
|
2,766,939
|
|
Mid-Atlantic Region
|
1,396,055
|
|
|
1,381,916
|
|
||
Northeast Region
|
1,632,508
|
|
|
1,621,555
|
|
||
Southeast Region
|
741,580
|
|
|
730,060
|
|
||
Southwest Region
|
323,464
|
|
|
318,168
|
|
||
Non-Mature Communities/Other
|
2,539,204
|
|
|
2,371,638
|
|
||
Total segment assets
|
9,421,700
|
|
|
9,190,276
|
|
||
Accumulated depreciation
|
(2,941,337
|
)
|
|
(2,646,874
|
)
|
||
Total segment assets — net book value
|
6,480,363
|
|
|
6,543,402
|
|
||
Reconciling items:
|
|
|
|
||||
Cash and cash equivalents
|
3,301
|
|
|
6,742
|
|
||
Restricted cash
|
21,233
|
|
|
20,798
|
|
||
Funds held in escrow from Internal Revenue Code Section 1031 exchanges
|
87,162
|
|
|
—
|
|
||
Notes receivable, net
|
19,694
|
|
|
16,694
|
|
||
Investment in and advances to unconsolidated joint ventures, net
|
917,941
|
|
|
938,906
|
|
||
Other assets
|
121,475
|
|
|
137,302
|
|
||
Total consolidated assets
|
$
|
7,651,169
|
|
|
$
|
7,663,844
|
|
i.
|
West Region — San Francisco, Orange County, Seattle, Los Angeles, Monterey Peninsula, Other Southern California, and Portland
|
ii.
|
Mid-Atlantic Region — Metropolitan D.C., Richmond, and Baltimore
|
iii.
|
Northeast Region — New York and Boston
|
iv.
|
Southeast Region — Orlando, Nashville, Tampa, and Other Florida
|
v.
|
Southwest Region — Dallas and Austin
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
102,595
|
|
|
$
|
115,173
|
|
|
$
|
302,273
|
|
|
$
|
338,426
|
|
|
|
|
|
|
|
|
|
||||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Property operating and maintenance
|
17,160
|
|
|
20,393
|
|
|
49,058
|
|
|
58,572
|
|
||||
Real estate taxes and insurance
|
10,739
|
|
|
12,490
|
|
|
31,309
|
|
|
37,166
|
|
||||
Property management
|
2,821
|
|
|
3,167
|
|
|
8,313
|
|
|
9,307
|
|
||||
Other operating expenses
|
1,509
|
|
|
1,482
|
|
|
4,528
|
|
|
4,468
|
|
||||
Real estate depreciation and amortization
|
36,925
|
|
|
43,829
|
|
|
110,769
|
|
|
132,411
|
|
||||
General and administrative
|
4,631
|
|
|
7,935
|
|
|
13,896
|
|
|
20,606
|
|
||||
Casualty-related (recoveries)/charges, net
|
14
|
|
|
16
|
|
|
479
|
|
|
888
|
|
||||
Total operating expenses
|
73,799
|
|
|
89,312
|
|
|
218,352
|
|
|
263,418
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
28,796
|
|
|
25,861
|
|
|
83,921
|
|
|
75,008
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income/(loss) from unconsolidated entities
|
(9,463
|
)
|
|
—
|
|
|
(32,880
|
)
|
|
—
|
|
||||
Interest expense
|
(4,395
|
)
|
|
(9,758
|
)
|
|
(13,472
|
)
|
|
(29,135
|
)
|
||||
Interest expense on note payable due to General Partner
|
(3,053
|
)
|
|
(1,151
|
)
|
|
(9,159
|
)
|
|
(3,452
|
)
|
||||
Income/(loss) from continuing operations
|
11,885
|
|
|
14,952
|
|
|
28,410
|
|
|
42,421
|
|
||||
Gain/(loss) on sale of real estate owned
|
—
|
|
|
—
|
|
|
—
|
|
|
56,998
|
|
||||
Net income/(loss)
|
11,885
|
|
|
14,952
|
|
|
28,410
|
|
|
99,419
|
|
||||
Net (income)/loss attributable to noncontrolling interests
|
(368
|
)
|
|
(335
|
)
|
|
(1,062
|
)
|
|
(1,075
|
)
|
||||
Net income/(loss) attributable to OP unitholders
|
$
|
11,517
|
|
|
$
|
14,617
|
|
|
$
|
27,348
|
|
|
$
|
98,344
|
|
|
|
|
|
|
|
|
|
||||||||
Income/(loss) per weighted average OP Unit - basic and diluted
|
$
|
0.06
|
|
|
$
|
0.08
|
|
|
$
|
0.15
|
|
|
$
|
0.54
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average OP Units outstanding - basic and diluted
|
183,279
|
|
|
183,279
|
|
|
183,279
|
|
|
183,279
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income/(loss)
|
$
|
11,885
|
|
|
$
|
14,952
|
|
|
$
|
28,410
|
|
|
$
|
99,419
|
|
Other comprehensive income/(loss), including portion attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income/(loss) - derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gain/(loss)
|
(1
|
)
|
|
(8
|
)
|
|
(4
|
)
|
|
(85
|
)
|
||||
(Gain)/loss reclassified into earnings from other comprehensive income/(loss)
|
3
|
|
|
278
|
|
|
6
|
|
|
831
|
|
||||
Other comprehensive income/(loss), including portion attributable to noncontrolling interests
|
2
|
|
|
270
|
|
|
2
|
|
|
746
|
|
||||
Comprehensive income/(loss)
|
11,887
|
|
|
15,222
|
|
|
28,412
|
|
|
100,165
|
|
||||
Comprehensive (income)/loss attributable to noncontrolling interests
|
(368
|
)
|
|
(335
|
)
|
|
(1,062
|
)
|
|
(1,075
|
)
|
||||
Comprehensive income/(loss) attributable to OP unitholders
|
$
|
11,519
|
|
|
$
|
14,887
|
|
|
$
|
27,350
|
|
|
$
|
99,090
|
|
|
Class A Limited
Partners
|
|
Limited
Partners
|
|
UDR, Inc.
|
|
Accumulated Other Comprehensive
Income/(Loss), net
|
|
Total Partners’
Capital
|
|
Advances (to)/from General Partner
|
|
Noncontrolling
Interests
|
|
|
||||||||||||||||||||
|
|
|
Limited Partner
|
|
General
Partner
|
|
|
|
|
|
Total
|
||||||||||||||||||||||||
Balance at December 31, 2015
|
$
|
64,409
|
|
|
$
|
268,481
|
|
|
$
|
1,379,525
|
|
|
$
|
1,110
|
|
|
$
|
(113
|
)
|
|
$
|
1,713,412
|
|
|
$
|
(11,270
|
)
|
|
$
|
19,188
|
|
|
$
|
1,721,330
|
|
Net income/(loss)
|
261
|
|
|
1,090
|
|
|
25,980
|
|
|
17
|
|
|
—
|
|
|
27,348
|
|
|
—
|
|
|
1,062
|
|
|
28,410
|
|
|||||||||
Distributions
|
(1,746
|
)
|
|
(6,617
|
)
|
|
(154,105
|
)
|
|
(99
|
)
|
|
—
|
|
|
(162,567
|
)
|
|
—
|
|
|
—
|
|
|
(162,567
|
)
|
|||||||||
OP Unit Redemptions for common shares of UDR
|
—
|
|
|
(81
|
)
|
|
81
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Adjustment to reflect limited partners’ capital at redemption value
|
119
|
|
|
(163
|
)
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Long-Term Incentive Plan Unit grants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,979
|
|
|
2,979
|
|
|||||||||
Net change in advances (to)/from General Partner
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,584
|
|
|
—
|
|
|
54,584
|
|
|||||||||
Balance at September 30, 2016
|
$
|
63,043
|
|
|
$
|
262,710
|
|
|
$
|
1,251,525
|
|
|
$
|
1,028
|
|
|
$
|
(113
|
)
|
|
$
|
1,578,193
|
|
|
$
|
43,314
|
|
|
$
|
23,229
|
|
|
$
|
1,644,736
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
||||
Net income/(loss)
|
$
|
28,410
|
|
|
$
|
99,419
|
|
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
110,769
|
|
|
132,411
|
|
||
(Gain)/loss on sale of real estate owned
|
—
|
|
|
(56,998
|
)
|
||
(Income)/loss from unconsolidated entities
|
32,880
|
|
|
—
|
|
||
Other
|
1,270
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
(Increase)/decrease in operating assets
|
(1,894
|
)
|
|
(2,174
|
)
|
||
Increase/(decrease) in operating liabilities
|
7,911
|
|
|
6,278
|
|
||
Net cash provided by/(used in) operating activities
|
179,346
|
|
|
178,936
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Proceeds from sale of real estate investments, net
|
—
|
|
|
27,718
|
|
||
Development of real estate assets
|
—
|
|
|
(7,423
|
)
|
||
Capital expenditures and other major improvements — real estate assets, net of escrow reimbursement
|
(49,937
|
)
|
|
(44,463
|
)
|
||
Distributions received from unconsolidated entities
|
11,920
|
|
|
—
|
|
||
Net cash provided by/(used in) investing activities
|
(38,017
|
)
|
|
(24,168
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
||||
Advances from/(to) General Partner, net
|
(93,829
|
)
|
|
(143,495
|
)
|
||
Proceeds from the issuance of secured debt
|
10,109
|
|
|
—
|
|
||
Payments on secured debt
|
(52,723
|
)
|
|
(3,891
|
)
|
||
Distributions paid to partnership unitholders
|
(7,944
|
)
|
|
(7,759
|
)
|
||
Payments of financing costs
|
—
|
|
|
6
|
|
||
Net cash provided by/(used in) financing activities
|
(144,387
|
)
|
|
(155,139
|
)
|
||
Net increase/(decrease) in cash and cash equivalents
|
(3,058
|
)
|
|
(371
|
)
|
||
Cash and cash equivalents, beginning of period
|
3,103
|
|
|
502
|
|
||
Cash and cash equivalents, end of period
|
$
|
45
|
|
|
$
|
131
|
|
|
|
|
|
||||
Supplemental Information:
|
|
|
|
||||
Interest paid during the period, net of amounts capitalized
|
$
|
16,900
|
|
|
$
|
34,978
|
|
Non-cash transactions:
|
|
|
|
||||
Development costs and capital expenditures incurred but not yet paid
|
$
|
7,371
|
|
|
$
|
6,179
|
|
LTIP Unit grants
|
$
|
2,979
|
|
|
$
|
—
|
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
Land
|
$
|
832,267
|
|
|
$
|
833,300
|
|
Depreciable property — held and used:
|
|
|
|
||||
Buildings, improvements, and furniture, fixture and equipment
|
2,824,716
|
|
|
2,797,605
|
|
||
Real estate held for disposition:
|
|
|
|
||||
Land
|
4,666
|
|
|
—
|
|
||
Buildings, improvements, and furniture, fixtures and equipment
|
23,217
|
|
|
—
|
|
||
Real estate owned
|
3,684,866
|
|
|
3,630,905
|
|
||
Accumulated depreciation
|
(1,389,858
|
)
|
|
(1,281,258
|
)
|
||
Real estate owned, net
|
$
|
2,295,008
|
|
|
$
|
2,349,647
|
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
Total real estate, net
|
$
|
1,426,111
|
|
|
$
|
1,457,244
|
|
Cash and cash equivalents
|
6,089
|
|
|
89
|
|
||
Other assets
|
4,377
|
|
|
37,228
|
|
||
Note receivable from affiliate
|
126,500
|
|
|
126,500
|
|
||
Amount due from UDR
|
—
|
|
|
35,293
|
|
||
Total assets
|
$
|
1,563,077
|
|
|
$
|
1,656,354
|
|
|
|
|
|
||||
Secured debt, net
|
441,934
|
|
|
524,052
|
|
||
Amount due to UDR
|
58,735
|
|
|
—
|
|
||
Accounts payable and accrued liabilities
|
27,450
|
|
|
25,487
|
|
||
Total liabilities
|
528,119
|
|
|
549,539
|
|
||
Total equity
|
1,034,958
|
|
|
1,106,815
|
|
||
Total liabilities and equity
|
$
|
1,563,077
|
|
|
$
|
1,656,354
|
|
OP’s investment in the DownREIT Partnership
|
$
|
121,386
|
|
|
$
|
166,186
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
September 30,
|
|
September 30,
|
||||
|
2016
|
|
2016
|
||||
Rental income
|
$
|
33,004
|
|
|
$
|
97,267
|
|
Property operating and maintenance
|
(11,369
|
)
|
|
(33,810
|
)
|
||
Real estate depreciation and amortization
|
(30,704
|
)
|
|
(91,065
|
)
|
||
Operating income/(loss)
|
(9,069
|
)
|
|
(27,608
|
)
|
||
Interest expense
|
(3,518
|
)
|
|
(10,783
|
)
|
||
Other income/(expense)
|
(1,671
|
)
|
|
(4,761
|
)
|
||
Net income/(loss)
|
$
|
(14,258
|
)
|
|
$
|
(43,152
|
)
|
OP's income/(loss) from unconsolidated entities
|
$
|
(9,463
|
)
|
|
$
|
(32,880
|
)
|
|
|
|
|
|
Nine Months Ended
|
|||||||||||
|
Principal Outstanding
|
|
September 30, 2016
|
|||||||||||||
|
September 30,
2016 |
|
December 31, 2015
|
|
Weighted Average
Interest Rate
|
|
Weighted Average
Years to Maturity
|
|
Number of Communities
Encumbered
|
|||||||
Fixed Rate Debt
|
|
|
|
|
|
|
|
|
|
|||||||
Mortgage notes payable
|
$
|
—
|
|
|
$
|
30,132
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
Fannie Mae credit facilities
|
244,912
|
|
|
250,828
|
|
|
5.05
|
%
|
|
3.1
|
|
|
7
|
|
||
Deferred financing costs
|
(1,174
|
)
|
|
(1,627
|
)
|
|
|
|
|
|
|
|||||
Total fixed rate secured debt, net
|
243,738
|
|
|
279,333
|
|
|
5.05
|
%
|
|
3.1
|
|
|
7
|
|
||
Variable Rate Debt
|
|
|
|
|
|
|
|
|
|
|||||||
Tax-exempt secured note payable
|
27,000
|
|
|
27,000
|
|
|
1.37
|
%
|
|
15.5
|
|
|
1
|
|
||
Fannie Mae credit facilities
|
163,637
|
|
|
170,203
|
|
|
2.22
|
%
|
|
4.1
|
|
|
3
|
|
||
Deferred financing costs
|
(523
|
)
|
|
(572
|
)
|
|
|
|
|
|
|
|||||
Total variable rate secured debt, net
|
190,114
|
|
|
196,631
|
|
|
2.10
|
%
|
|
5.7
|
|
|
4
|
|
||
Total Secured Debt, net
|
$
|
433,852
|
|
|
$
|
475,964
|
|
|
3.90
|
%
|
|
4.2
|
|
|
11
|
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
Borrowings outstanding
|
$
|
408,549
|
|
|
$
|
421,031
|
|
Weighted average borrowings during the period ended
|
416,829
|
|
|
425,522
|
|
||
Maximum daily borrowings during the period
|
421,001
|
|
|
431,462
|
|
||
Weighted average interest rate during the period ended
|
3.9
|
%
|
|
3.8
|
%
|
||
Interest rate at the end of the period
|
3.9
|
%
|
|
3.8
|
%
|
|
|
Fixed
|
|
Variable
|
|
|
||||||||||
Year
|
|
Secured Credit
Facilities
|
|
Tax-Exempt
Secured Notes Payable
|
|
Secured Credit
Facilities
|
|
Total
|
||||||||
2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2018
|
|
48,872
|
|
|
—
|
|
|
96,327
|
|
|
145,199
|
|
||||
2019
|
|
133,204
|
|
|
—
|
|
|
—
|
|
|
133,204
|
|
||||
2020
|
|
62,836
|
|
|
—
|
|
|
—
|
|
|
62,836
|
|
||||
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2023
|
|
—
|
|
|
—
|
|
|
67,310
|
|
|
67,310
|
|
||||
2024
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2025
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Thereafter
|
|
—
|
|
|
27,000
|
|
|
—
|
|
|
27,000
|
|
||||
Subtotal
|
|
244,912
|
|
|
27,000
|
|
|
163,637
|
|
|
435,549
|
|
||||
Non-cash (a)
|
|
(1,174
|
)
|
|
(87
|
)
|
|
(436
|
)
|
|
(1,697
|
)
|
||||
Total
|
|
$
|
243,738
|
|
|
$
|
26,913
|
|
|
$
|
163,201
|
|
|
$
|
433,852
|
|
•
|
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.
|
|
|
|
|
|
Fair Value at September 30, 2016, Using
|
||||||||||||||
|
Total Carrying Amount in Statement of Financial Position at September 30, 2016
|
|
Fair Value Estimate at September 30, 2016
|
|
Quoted Prices in
Active Markets for Identical Assets or Liabilities (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||||
Description:
|
|
|
|
|
|
|
|
|
|
||||||||||
Secured debt instruments - fixed rate: (b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Fannie Mae credit facilities
|
$
|
244,912
|
|
|
$
|
256,864
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
256,864
|
|
Secured debt instruments - variable rate: (b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax-exempt secured notes payable
|
27,000
|
|
|
27,000
|
|
|
—
|
|
|
—
|
|
|
27,000
|
|
|||||
Fannie Mae credit facilities
|
163,637
|
|
|
163,637
|
|
|
—
|
|
|
—
|
|
|
163,637
|
|
|||||
Total liabilities
|
$
|
435,549
|
|
|
$
|
447,501
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
447,501
|
|
|
|
|
|
|
Fair Value at December 31, 2015, Using
|
||||||||||||||
|
Total Carrying Amount in Statement of Financial Position at December 31, 2015
|
|
Fair Value Estimate at December 31, 2015
|
|
Quoted Prices in
Active Markets for Identical Assets or Liabilities (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||||
Description:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives - Interest rate contracts (a)
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
Total assets
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Secured debt instruments - fixed rate: (b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage notes payable
|
$
|
30,132
|
|
|
$
|
30,308
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,308
|
|
Fannie Mae credit facilities
|
250,828
|
|
|
263,070
|
|
|
—
|
|
|
—
|
|
|
263,070
|
|
|||||
Secured debt instruments - variable rate: (b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax-exempt secured notes payable
|
27,000
|
|
|
27,000
|
|
|
—
|
|
|
—
|
|
|
27,000
|
|
|||||
Fannie Mae credit facilities
|
170,203
|
|
|
170,203
|
|
|
—
|
|
|
—
|
|
|
170,203
|
|
|||||
Total liabilities
|
$
|
478,163
|
|
|
$
|
490,581
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
490,581
|
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional
|
||
Interest rate caps
|
|
1
|
|
$
|
96,327
|
|
Product
|
|
Number of Instruments
|
|
Notional
|
||
Interest rate caps
|
|
3
|
|
$
|
98,932
|
|
|
Asset Derivatives
(included in
Other assets
)
|
|
Liability Derivatives
(included in
Other liabilities
)
|
||||||||||||
|
Fair Value at:
|
|
Fair Value at:
|
||||||||||||
|
September 30,
2016 |
|
December 31,
2015 |
|
September 30,
2016 |
|
December 31,
2015 |
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate products
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
not
designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate products
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Unrealized holding gain/(loss)
Recognized in OCI
(Effective Portion)
|
|
Gain/(Loss) Reclassified from Accumulated OCI into
Interest expense
(Effective Portion)
|
|
Gain/(Loss) Recognized in Interest expense (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Three Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate products
|
|
$
|
(1
|
)
|
|
$
|
(8
|
)
|
|
$
|
(3
|
)
|
|
$
|
(267
|
)
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate products
|
|
$
|
(4
|
)
|
|
$
|
(85
|
)
|
|
$
|
(6
|
)
|
|
$
|
(820
|
)
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
|
Gain/(Loss) Recognized in
Interest income and other income/(expense), net
|
||||||
Derivatives Not Designated as Hedging Instruments
|
2016
|
|
2015
|
|||||
Three Months Ended September 30,
|
|
|
|
|
||||
Interest rate products
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Nine Months Ended September 30,
|
|
|
|
|
||||
Interest rate products
|
|
$
|
(4
|
)
|
|
$
|
(24
|
)
|
|
Number of
Properties
|
|
Costs Incurred
to Date (a)
|
|
Expected Costs
to Complete (unaudited)
|
||||
Real estate communities — redevelopment
|
2
|
|
$
|
20,297
|
|
|
$
|
12,703
|
|
•
|
Same-Store Communities
represent those communities acquired, developed, and stabilized prior to
July 1, 2015
for quarter-to-date comparison and
January 1, 2015
for the year-to-date comparison and held as of
September 30, 2016
. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves
90%
occupancy for at least three consecutive months.
|
•
|
Non-Mature Communities/Other
represent those communities that do not meet the criteria to be included in
Same-Store Communities
, including, but not limited to, recently acquired, developed and redeveloped properties, and the non-apartment components of mixed use properties.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, (a)
|
|
September 30, (b)
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Reportable apartment home segment rental income
|
|
|
|
|
|
|
|
||||||||
Same-Store Communities
|
|
|
|
|
|
|
|
||||||||
West Region
|
$
|
46,411
|
|
|
$
|
43,160
|
|
|
$
|
136,506
|
|
|
$
|
125,611
|
|
Mid-Atlantic Region
|
9,790
|
|
|
9,428
|
|
|
29,099
|
|
|
28,190
|
|
||||
Northeast Region
|
13,516
|
|
|
12,998
|
|
|
39,724
|
|
|
38,172
|
|
||||
Southeast Region
|
12,073
|
|
|
11,363
|
|
|
35,687
|
|
|
33,535
|
|
||||
Non-Mature Communities/Other
|
20,805
|
|
|
38,224
|
|
|
61,257
|
|
|
112,918
|
|
||||
Total consolidated rental income
|
$
|
102,595
|
|
|
$
|
115,173
|
|
|
$
|
302,273
|
|
|
$
|
338,426
|
|
Reportable apartment home segment NOI
|
|
|
|
|
|
|
|
||||||||
Same-Store Communities
|
|
|
|
|
|
|
|
||||||||
West Region
|
$
|
34,915
|
|
|
$
|
32,075
|
|
|
$
|
102,745
|
|
|
$
|
93,673
|
|
Mid-Atlantic Region
|
6,618
|
|
|
6,010
|
|
|
19,785
|
|
|
18,783
|
|
||||
Northeast Region
|
10,186
|
|
|
9,975
|
|
|
30,649
|
|
|
29,633
|
|
||||
Southeast Region
|
7,986
|
|
|
7,602
|
|
|
24,194
|
|
|
22,357
|
|
||||
Non-Mature Communities/Other
|
14,991
|
|
|
26,628
|
|
|
44,533
|
|
|
78,242
|
|
||||
Total consolidated NOI
|
74,696
|
|
|
82,290
|
|
|
221,906
|
|
|
242,688
|
|
||||
Reconciling items:
|
|
|
|
|
|
|
|
||||||||
Property management
|
(2,821
|
)
|
|
(3,167
|
)
|
|
(8,313
|
)
|
|
(9,307
|
)
|
||||
Other operating expenses
|
(1,509
|
)
|
|
(1,482
|
)
|
|
(4,528
|
)
|
|
(4,468
|
)
|
||||
Real estate depreciation and amortization
|
(36,925
|
)
|
|
(43,829
|
)
|
|
(110,769
|
)
|
|
(132,411
|
)
|
||||
General and administrative
|
(4,631
|
)
|
|
(7,935
|
)
|
|
(13,896
|
)
|
|
(20,606
|
)
|
||||
Casualty-related recoveries/(charges), net
|
(14
|
)
|
|
(16
|
)
|
|
(479
|
)
|
|
(888
|
)
|
||||
Income/(loss) from unconsolidated entities
|
(9,463
|
)
|
|
—
|
|
|
(32,880
|
)
|
|
—
|
|
||||
Interest expense
|
(7,448
|
)
|
|
(10,909
|
)
|
|
(22,631
|
)
|
|
(32,587
|
)
|
||||
Gain/(loss) on sale of real estate owned
|
—
|
|
|
—
|
|
|
—
|
|
|
56,998
|
|
||||
Net (income)/loss attributable to noncontrolling interests
|
(368
|
)
|
|
(335
|
)
|
|
(1,062
|
)
|
|
(1,075
|
)
|
||||
Net income/(loss) attributable to OP unitholders
|
$
|
11,517
|
|
|
$
|
14,617
|
|
|
$
|
27,348
|
|
|
$
|
98,344
|
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
Reportable apartment home segment assets
|
|
|
|
||||
Same-Store Communities
|
|
|
|
||||
West Region
|
$
|
1,514,345
|
|
|
$
|
1,497,867
|
|
Mid-Atlantic Region
|
386,683
|
|
|
383,111
|
|
||
Northeast Region
|
673,914
|
|
|
669,082
|
|
||
Southeast Region
|
326,285
|
|
|
321,787
|
|
||
Non-Mature Communities/Other
|
783,639
|
|
|
759,058
|
|
||
Total assets
|
3,684,866
|
|
|
3,630,905
|
|
||
Accumulated depreciation
|
(1,389,858
|
)
|
|
(1,281,258
|
)
|
||
Total assets - net book value
|
2,295,008
|
|
|
2,349,647
|
|
||
Reconciling items:
|
|
|
|
||||
Cash and cash equivalents
|
45
|
|
|
3,103
|
|
||
Restricted cash
|
11,916
|
|
|
11,344
|
|
||
Investment in unconsolidated entities
|
121,386
|
|
|
166,186
|
|
||
Other assets
|
23,316
|
|
|
24,528
|
|
||
Total consolidated assets
|
$
|
2,451,671
|
|
|
$
|
2,554,808
|
|
i.
|
West Region — San Francisco, Orange County, Seattle, Los Angeles, Monterey Peninsula, Other Southern California, and Portland
|
ii.
|
Mid-Atlantic Region — Metropolitan D.C. and Baltimore
|
iii.
|
Northeast Region — New York and Boston
|
iv.
|
Southeast Region — Nashville, Tampa, and Other Florida
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
unfavorable changes in apartment market and economic conditions that could adversely affect occupancy levels and rental rates;
|
•
|
failure to generate sufficient revenue, which could impair our debt service payments and distributions to stockholders;
|
•
|
potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs to us;
|
•
|
risks from extraordinary losses for which we may not have insurance or adequate reserves;
|
•
|
uninsured losses due to insurance deductibles, self-insurance retention, uninsured claims or casualties, or losses in excess of applicable coverage;
|
•
|
delays in completing developments and lease-ups on schedule;
|
•
|
our failure to succeed in new markets;
|
•
|
changing interest rates, which could increase interest costs and affect the market price of our securities;
|
•
|
our internal control over financial reporting may not be considered effective which could result in a loss of investor confidence in our financial reports, and in turn have an adverse effect on our stock price; and
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||||||
|
|
|
|
September 30, 2016
|
|
September 30, 2016
|
|
September 30, 2016
|
|||||||||||||||||||
|
|
Number of Apartment Communities
|
|
Number of Apartment Homes
|
|
Percentage
of Total
Carrying Value
|
|
Total Carrying Value (in thousands)
|
|
Average Physical Occupancy
|
|
Monthly Income per Occupied Home (a)
|
|
Average Physical Occupancy
|
|
Monthly Income per Occupied Home (a)
|
|||||||||||
Same-Store Communities
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
West Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
San Francisco, CA
|
|
9
|
|
|
2,230
|
|
|
6.7
|
%
|
|
$
|
633,828
|
|
|
96.2
|
%
|
|
3,329
|
|
|
96.3
|
%
|
|
$
|
3,315
|
|
|
Orange County, CA
|
|
10
|
|
|
3,194
|
|
|
8.8
|
%
|
|
821,502
|
|
|
96.1
|
%
|
|
2,250
|
|
|
96.0
|
%
|
|
2,221
|
|
|||
Seattle, WA
|
|
10
|
|
|
2,014
|
|
|
5.8
|
%
|
|
548,780
|
|
|
96.5
|
%
|
|
2,032
|
|
|
96.6
|
%
|
|
2,007
|
|
|||
Los Angeles, CA
|
|
4
|
|
|
1,225
|
|
|
4.7
|
%
|
|
444,924
|
|
|
96.3
|
%
|
|
2,652
|
|
|
95.2
|
%
|
|
2,624
|
|
|||
Monterey Peninsula, CA
|
|
7
|
|
|
1,565
|
|
|
1.8
|
%
|
|
168,090
|
|
|
97.3
|
%
|
|
1,534
|
|
|
96.8
|
%
|
|
1,492
|
|
|||
Other Southern California
|
|
3
|
|
|
756
|
|
|
1.3
|
%
|
|
124,339
|
|
|
96.3
|
%
|
|
1,762
|
|
|
95.7
|
%
|
|
1,724
|
|
|||
Portland, OR
|
|
2
|
|
|
476
|
|
|
0.5
|
%
|
|
47,426
|
|
|
97.1
|
%
|
|
1,500
|
|
|
97.3
|
%
|
|
1,463
|
|
|||
Mid-Atlantic Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Metropolitan D.C.
|
|
15
|
|
|
4,824
|
|
|
11.8
|
%
|
|
1,105,004
|
|
|
96.9
|
%
|
|
1,964
|
|
|
96.8
|
%
|
|
1,953
|
|
|||
Richmond, VA
|
|
4
|
|
|
1,358
|
|
|
1.5
|
%
|
|
142,822
|
|
|
96.8
|
%
|
|
1,285
|
|
|
96.7
|
%
|
|
1,268
|
|
|||
Baltimore, MD
|
|
3
|
|
|
720
|
|
|
1.6
|
%
|
|
148,229
|
|
|
96.4
|
%
|
|
1,702
|
|
|
96.7
|
%
|
|
1,687
|
|
|||
Northeast Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
New York, NY
|
|
4
|
|
|
1,945
|
|
|
13.8
|
%
|
|
1,298,704
|
|
|
97.3
|
%
|
|
4,314
|
|
|
97.2
|
%
|
|
4,254
|
|
|||
Boston, MA
|
|
4
|
|
|
1,179
|
|
|
3.5
|
%
|
|
333,804
|
|
|
96.5
|
%
|
|
2,497
|
|
|
96.4
|
%
|
|
2,462
|
|
|||
Southeast Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Orlando, FL
|
|
9
|
|
|
2,500
|
|
|
2.3
|
%
|
|
215,287
|
|
|
97.1
|
%
|
|
1,201
|
|
|
96.8
|
%
|
|
1,180
|
|
|||
Nashville, TN
|
|
8
|
|
|
2,260
|
|
|
2.1
|
%
|
|
199,705
|
|
|
97.8
|
%
|
|
1,208
|
|
|
97.6
|
%
|
|
1,187
|
|
|||
Tampa, FL
|
|
7
|
|
|
2,287
|
|
|
2.6
|
%
|
|
243,550
|
|
|
96.9
|
%
|
|
1,301
|
|
|
96.7
|
%
|
|
1,284
|
|
|||
Other Florida
|
|
1
|
|
|
636
|
|
|
0.9
|
%
|
|
83,038
|
|
|
96.6
|
%
|
|
1,488
|
|
|
96.1
|
%
|
|
1,487
|
|
|||
Southwest Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Dallas, TX
|
|
7
|
|
|
2,420
|
|
|
2.5
|
%
|
|
235,150
|
|
|
97.0
|
%
|
|
1,167
|
|
|
96.9
|
%
|
|
1,150
|
|
|||
Austin, TX
|
|
3
|
|
|
883
|
|
|
0.9
|
%
|
|
88,314
|
|
|
97.3
|
%
|
|
1,363
|
|
|
96.8
|
%
|
|
1,345
|
|
|||
Total/Average Same-Store Communities
|
|
110
|
|
|
32,472
|
|
|
73.1
|
%
|
|
6,882,496
|
|
|
96.8
|
%
|
|
$
|
1,966
|
|
|
96.6
|
%
|
|
$
|
1,942
|
|
|
Non-Mature, Commercial Properties & Other
|
|
22
|
|
|
8,256
|
|
|
23.8
|
%
|
|
2,244,360
|
|
|
|
|
|
|
|
|
|
|||||||
Total Real Estate Held for Investment
|
|
132
|
|
|
40,728
|
|
|
96.9
|
%
|
|
9,126,856
|
|
|
|
|
|
|
|
|
|
|||||||
Real Estate Under Development (b)
|
|
—
|
|
|
—
|
|
|
3.1
|
%
|
|
294,844
|
|
|
|
|
|
|
|
|
|
|||||||
Total Real Estate Owned
|
|
132
|
|
|
40,728
|
|
|
100.0
|
%
|
|
9,421,700
|
|
|
|
|
|
|
|
|
|
|||||||
Total Accumulated Depreciation
|
|
|
|
|
|
|
|
(2,941,337
|
)
|
|
|
|
|
|
|
|
|
||||||||||
Total Real Estate Owned, Net of Accumulated Depreciation
|
|
|
|
|
|
|
|
$
|
6,480,363
|
|
|
|
|
|
|
|
|
|
(a)
|
Monthly Income per Occupied Home represents total monthly revenues divided by the product of occupancy and the number of mature apartment homes.
|
(b)
|
The Company is currently developing
two
wholly-owned communities with
1,101
apartment homes, of which
none
have been completed as of
September 30, 2016
.
|
•
|
an
increase
of
25.7%
or
$6.9 million
in revenue-enhancing capital expenditures, such as kitchen and bath remodels and upgrades to common areas.
|
•
|
a
decrease
of
14.1%
or
$3.0 million
in major renovations, primarily due to lower redevelopment spend.
|
|
Nine Months Ended September 30,
|
|
Per Home
|
||||||||||||||||||
|
(dollars in thousands)
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Turnover capital expenditures
|
$
|
9,532
|
|
|
$
|
9,048
|
|
|
5.3
|
%
|
|
$
|
234
|
|
|
$
|
232
|
|
|
0.9
|
%
|
Asset preservation expenditures
|
21,751
|
|
|
22,000
|
|
|
(1.1
|
)%
|
|
534
|
|
|
564
|
|
|
(5.3
|
)%
|
||||
Total recurring capital expenditures
|
31,283
|
|
|
31,048
|
|
|
0.8
|
%
|
|
768
|
|
|
796
|
|
|
(3.5
|
)%
|
||||
Revenue enhancing improvements
|
33,914
|
|
|
26,978
|
|
|
25.7
|
%
|
|
833
|
|
|
692
|
|
|
20.4
|
%
|
||||
Major renovations
|
18,251
|
|
|
21,253
|
|
|
(14.1
|
)%
|
|
448
|
|
|
545
|
|
|
(17.8
|
)%
|
||||
Total capital expenditures
|
$
|
83,448
|
|
|
$
|
79,279
|
|
|
5.3
|
%
|
|
$
|
2,049
|
|
|
$
|
2,033
|
|
|
0.8
|
%
|
Repair and maintenance expense
|
$
|
25,316
|
|
|
$
|
23,340
|
|
|
8.5
|
%
|
|
$
|
622
|
|
|
$
|
598
|
|
|
4.0
|
%
|
Average number of homes (a)
|
40,728
|
|
|
39,009
|
|
|
4.4
|
%
|
|
|
|
|
|
|
(a)
|
Average number of homes is calculated based on the number of stabilized homes outstanding at the end of each month.
|
•
|
issued
$300 million
of
2.95%
senior unsecured medium-term notes due September 1, 2026;
|
•
|
repaid $347.3 million of secured debt and $11.6 million unsecured debt;
|
•
|
repaid
$83.3 million
of
5.25%
unsecured medium-term notes due January 2016;
|
•
|
issued $25.0 million of secured debt;
|
•
|
net proceeds of
$96.9 million
under the Company’s unsecured revolving credit facilities;
|
•
|
sold
5,000,000
shares of common stock for aggregate gross proceeds of approximately
$173.7 million
at a price per share of
$34.73
; and
|
•
|
paid distributions of
$230.1 million
to our common stockholders.
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by/(used in) operating activities
|
$
|
383,122
|
|
|
$
|
305,802
|
|
Net cash provided by/(used in) investing activities
|
$
|
(271,602
|
)
|
|
$
|
(228,192
|
)
|
Net cash provided by/(used in) financing activities
|
$
|
(114,961
|
)
|
|
$
|
(91,513
|
)
|
•
|
an
increase
in total property NOI of
$16.8 million
primarily due to higher revenue per occupied home and NOI from the homes placed in service related to development and redevelopment projects completed in
2016
and
2015
and communities acquired in 2015, partially offset by a decrease from sold communities; and
|
•
|
an
increase
in income from unconsolidated entities of
$12.6 million
primarily due to the sale of an operating community by the UDR/MetLife II joint venture, which resulted in a gain of
$11.5 million
for the Company, and a casualty gain of
$4.6 million
, as a result of insurance proceeds related to a September 2015 event received during the three months ended
September 30, 2016
;
|
•
|
an increase in depreciation expense of
$15.2 million
due to homes delivered from our development and redevelopment communities and communities acquired in 2015, partially offset by a decrease from sold communities and fully depreciated assets.
|
•
|
gains, net of tax, of
$10.4 million
on the sale of a retail center in Bellevue, Washington and two parcels of land in Santa Monica, California, during the
nine months ended
September 30, 2016
, compared to gains, net of tax, of
$79.0 million
from the sale of three communities during the
nine months ended
September 30, 2015
;
|
•
|
a decrease in income from unconsolidated entities of
$45.0 million
due to the sale of an operating community by the UDR/MetLife II joint venture, which resulted in a gain of
$11.5 million
for the Company, and a casualty gain of
$3.5 million
, as a result of insurance proceeds related to a September 2015 event received during the nine months ended
September 30, 2016
, as compared to the sale of the eight communities held by the Texas Joint Venture, which resulted in a gain of $59.1 million, during the
nine months ended
September 30, 2015
;
|
•
|
a decrease in joint venture management fees attributable to the promote and fee income of $9.6 million recognized in connection with the sale of the Texas Joint Venture in 2015; and
|
•
|
an increase in depreciation expense of
$47.4 million
due to homes delivered from our development and redevelopment communities and communities acquired in 2015, partially offset by a decrease from sold communities and fully depreciated assets.
|
•
|
an
increase
in total property NOI of
$54.2 million
primarily due to higher revenue per occupied home and NOI from the homes placed in service related to development and redevelopment projects completed in
2016
and
2015
and communities acquired in 2015, partially offset by a decrease from sold communities.
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
September 30, (a)
|
|
|
|
September 30, (b)
|
|
|
||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Same-Store Communities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Same-store rental income
|
$
|
185,368
|
|
|
$
|
176,079
|
|
|
5.3
|
%
|
|
$
|
545,698
|
|
|
$
|
515,221
|
|
|
5.9
|
%
|
Same-store operating expense (c)
|
(53,383
|
)
|
|
(52,059
|
)
|
|
2.5
|
%
|
|
(156,621
|
)
|
|
(151,273
|
)
|
|
3.5
|
%
|
||||
Same-store NOI
|
131,985
|
|
|
124,020
|
|
|
6.4
|
%
|
|
389,077
|
|
|
363,948
|
|
|
6.9
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Mature Communities/Other NOI:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquired communities NOI
|
12,131
|
|
|
—
|
|
|
N/A
|
|
|
37,855
|
|
|
1,748
|
|
|
2,065.6
|
%
|
||||
Sold or held for disposition communities NOI
|
3,868
|
|
|
8,952
|
|
|
(56.8
|
)%
|
|
12,061
|
|
|
30,451
|
|
|
(60.4
|
)%
|
||||
Developed communities NOI
|
4,840
|
|
|
3,375
|
|
|
43.4
|
%
|
|
15,476
|
|
|
4,664
|
|
|
231.8
|
%
|
||||
Redeveloped communities NOI
|
11,844
|
|
|
12,154
|
|
|
(2.6
|
)%
|
|
35,552
|
|
|
35,743
|
|
|
(0.5
|
)%
|
||||
Commercial NOI and other
|
5,688
|
|
|
5,064
|
|
|
12.3
|
%
|
|
11,784
|
|
|
11,018
|
|
|
7.0
|
%
|
||||
Total non-mature communities/other NOI
|
38,371
|
|
|
29,545
|
|
|
29.9
|
%
|
|
112,728
|
|
|
83,624
|
|
|
34.8
|
%
|
||||
Total Property NOI
|
$
|
170,356
|
|
|
$
|
153,565
|
|
|
10.9
|
%
|
|
$
|
501,805
|
|
|
$
|
447,572
|
|
|
12.1
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total property NOI
|
$
|
170,356
|
|
|
$
|
153,565
|
|
|
$
|
501,805
|
|
|
$
|
447,572
|
|
Joint venture management and other fees
|
2,997
|
|
|
3,653
|
|
|
8,473
|
|
|
19,457
|
|
||||
Property management
|
(6,607
|
)
|
|
(5,988
|
)
|
|
(19,480
|
)
|
|
(17,533
|
)
|
||||
Other operating expenses
|
(1,636
|
)
|
|
(2,639
|
)
|
|
(5,280
|
)
|
|
(6,174
|
)
|
||||
Real estate depreciation and amortization
|
(105,802
|
)
|
|
(90,568
|
)
|
|
(317,078
|
)
|
|
(269,689
|
)
|
||||
General and administrative
|
(11,826
|
)
|
|
(15,824
|
)
|
|
(36,505
|
)
|
|
(41,697
|
)
|
||||
Casualty-related recoveries/(charges), net
|
(205
|
)
|
|
(541
|
)
|
|
(1,834
|
)
|
|
(2,380
|
)
|
||||
Other depreciation and amortization
|
(1,526
|
)
|
|
(1,457
|
)
|
|
(4,565
|
)
|
|
(4,780
|
)
|
||||
Income/(loss) from unconsolidated entities
|
15,285
|
|
|
2,691
|
|
|
16,289
|
|
|
61,277
|
|
||||
Interest expense
|
(31,954
|
)
|
|
(30,232
|
)
|
|
(93,736
|
)
|
|
(88,705
|
)
|
||||
Interest income and other income/(expense), net
|
478
|
|
|
402
|
|
|
1,449
|
|
|
1,144
|
|
||||
Tax benefit/(provision), net
|
(94
|
)
|
|
633
|
|
|
711
|
|
|
2,462
|
|
||||
Gain/(loss) on sale of real estate owned, net of tax
|
—
|
|
|
—
|
|
|
10,385
|
|
|
79,042
|
|
||||
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership
|
(2,459
|
)
|
|
(405
|
)
|
|
(4,974
|
)
|
|
(6,022
|
)
|
||||
Net (income)/loss attributable to noncontrolling interests
|
(51
|
)
|
|
1
|
|
|
(365
|
)
|
|
(6
|
)
|
||||
Net income/(loss) attributable to UDR, Inc.
|
$
|
26,956
|
|
|
$
|
13,291
|
|
|
$
|
55,295
|
|
|
$
|
173,968
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income/(loss) attributable to common stockholders
|
$
|
26,027
|
|
|
$
|
12,361
|
|
|
$
|
52,508
|
|
|
$
|
171,176
|
|
Real estate depreciation and amortization
|
105,802
|
|
|
90,568
|
|
|
317,078
|
|
|
269,689
|
|
||||
Noncontrolling interests
|
2,510
|
|
|
404
|
|
|
5,339
|
|
|
6,028
|
|
||||
Real estate depreciation and amortization on unconsolidated joint ventures
|
12,128
|
|
|
9,396
|
|
|
34,777
|
|
|
29,263
|
|
||||
Net gain on the sale of unconsolidated depreciable property
|
(11,463
|
)
|
|
—
|
|
|
(11,463
|
)
|
|
(59,073
|
)
|
||||
Net gain on the sale of depreciable real estate owned
|
—
|
|
|
—
|
|
|
(8,700
|
)
|
|
(79,042
|
)
|
||||
Funds from operations (“FFO”) attributable to common stockholders and unitholders, basic
|
$
|
135,004
|
|
|
$
|
112,729
|
|
|
$
|
389,539
|
|
|
$
|
338,041
|
|
Distribution to preferred stockholders — Series E (Convertible)
|
929
|
|
|
930
|
|
|
2,787
|
|
|
2,792
|
|
||||
FFO attributable to common stockholders and unitholders, diluted
|
$
|
135,933
|
|
|
$
|
113,659
|
|
|
$
|
392,326
|
|
|
$
|
340,833
|
|
Income/(loss) per weighted average common share - diluted
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
0.20
|
|
|
$
|
0.66
|
|
FFO per common share and unit, basic
|
$
|
0.46
|
|
|
$
|
0.42
|
|
|
$
|
1.34
|
|
|
$
|
1.27
|
|
FFO per common share and unit, diluted
|
$
|
0.46
|
|
|
$
|
0.42
|
|
|
$
|
1.33
|
|
|
$
|
1.25
|
|
Weighted average number of common shares and OP/DownREIT Units outstanding — basic
|
291,469
|
|
|
268,175
|
|
|
290,196
|
|
|
267,057
|
|
||||
Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted
|
296,501
|
|
|
273,297
|
|
|
295,136
|
|
|
272,170
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Impact of adjustments to FFO:
|
|
|
|
|
|
|
|
||||||||
Acquisition-related costs/(fees), including joint ventures
|
$
|
61
|
|
|
$
|
410
|
|
|
$
|
61
|
|
|
$
|
2,153
|
|
Cost/(benefit) associated with debt extinguishment and other
|
1,729
|
|
|
—
|
|
|
1,729
|
|
|
—
|
|
||||
Texas Joint Venture promote and disposition fee income
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,633
|
)
|
||||
Long-term incentive plan transition costs
|
274
|
|
|
791
|
|
|
625
|
|
|
2,653
|
|
||||
Net gain on the sale of non-depreciable real estate owned
|
—
|
|
|
—
|
|
|
(1,685
|
)
|
|
—
|
|
||||
Legal claims, net of tax
|
(480
|
)
|
|
—
|
|
|
(480
|
)
|
|
—
|
|
||||
Net loss on sale of unconsolidated land
|
1,016
|
|
|
—
|
|
|
1,016
|
|
|
—
|
|
||||
Casualty-related (recoveries)/charges, including joint ventures, net
|
(4,422
|
)
|
|
797
|
|
|
(1,667
|
)
|
|
2,636
|
|
||||
|
$
|
(1,822
|
)
|
|
$
|
1,998
|
|
|
$
|
(401
|
)
|
|
$
|
(2,191
|
)
|
|
|
|
|
|
|
|
|
||||||||
FFO as Adjusted attributable to common stockholders and unitholders, diluted
|
$
|
134,111
|
|
|
$
|
115,657
|
|
|
$
|
391,925
|
|
|
$
|
338,642
|
|
|
|
|
|
|
|
|
|
||||||||
FFO as Adjusted per common share and unit, diluted
|
$
|
0.45
|
|
|
$
|
0.42
|
|
|
$
|
1.33
|
|
|
$
|
1.24
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring capital expenditures
|
(13,270
|
)
|
|
(13,694
|
)
|
|
(31,283
|
)
|
|
(31,048
|
)
|
||||
AFFO attributable to common stockholders and unitholders
|
$
|
120,841
|
|
|
$
|
101,963
|
|
|
$
|
360,642
|
|
|
$
|
307,594
|
|
|
|
|
|
|
|
|
|
||||||||
AFFO per common share and unit, diluted
|
$
|
0.41
|
|
|
$
|
0.37
|
|
|
$
|
1.22
|
|
|
$
|
1.13
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted average number of common shares and OP/DownREIT Units outstanding — basic
|
291,469
|
|
|
268,175
|
|
|
290,196
|
|
|
267,057
|
|
Weighted average number of OP/DownREIT Units outstanding
|
(25,168
|
)
|
|
(9,061
|
)
|
|
(25,183
|
)
|
|
(9,117
|
)
|
Weighted average number of common shares outstanding — basic per the Consolidated Statements of Operations
|
266,301
|
|
|
259,114
|
|
|
265,013
|
|
|
257,940
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted
|
296,501
|
|
|
273,297
|
|
|
295,136
|
|
|
272,170
|
|
Weighted average number of OP/DownREIT Units outstanding
|
(25,168
|
)
|
|
(9,061
|
)
|
|
(25,183
|
)
|
|
(9,117
|
)
|
Weighted average number of Series E preferred shares outstanding
|
(3,028
|
)
|
|
(3,029
|
)
|
|
(3,028
|
)
|
|
(3,033
|
)
|
Weighted average number of common shares outstanding — diluted per the Consolidated Statements of Operations
|
268,305
|
|
|
261,207
|
|
|
266,925
|
|
|
260,020
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||||||
|
|
|
|
September 30, 2016
|
|
September 30, 2016
|
|
September 30, 2016
|
|||||||||||||||||||
Same-Store Communities
|
|
Number of
Apartment Communities |
|
Number of
Apartment Homes |
|
Percentage of Total
Carrying Value |
|
Total Carrying
Value (in thousands) |
|
Average
Physical Occupancy |
|
Monthly Income
per Occupied Home (a) |
|
Average
Physical Occupancy |
|
Monthly Income
per Occupied Home (a) |
|||||||||||
West Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
San Francisco, CA
|
|
7
|
|
|
1,688
|
|
|
10.5
|
%
|
|
$
|
387,968
|
|
|
96.1
|
%
|
|
$
|
2,900
|
|
|
96.2
|
%
|
|
$
|
2,872
|
|
Orange County, CA
|
|
6
|
|
|
2,052
|
|
|
13.3
|
%
|
|
491,018
|
|
|
96.2
|
%
|
|
2,186
|
|
|
96.0
|
%
|
|
2,150
|
|
|||
Seattle, WA
|
|
5
|
|
|
932
|
|
|
5.9
|
%
|
|
218,360
|
|
|
96.6
|
%
|
|
1,848
|
|
|
96.6
|
%
|
|
1,801
|
|
|||
Los Angeles, CA
|
|
2
|
|
|
344
|
|
|
3.0
|
%
|
|
109,634
|
|
|
96.6
|
%
|
|
2,498
|
|
|
95.5
|
%
|
|
2,455
|
|
|||
Monterey Peninsula, CA
|
|
7
|
|
|
1,565
|
|
|
4.5
|
%
|
|
168,091
|
|
|
97.3
|
%
|
|
1,534
|
|
|
96.8
|
%
|
|
1,491
|
|
|||
Other Southern California
|
|
2
|
|
|
516
|
|
|
2.5
|
%
|
|
91,848
|
|
|
96.1
|
%
|
|
1,873
|
|
|
95.4
|
%
|
|
1,836
|
|
|||
Portland, OR
|
|
2
|
|
|
476
|
|
|
1.3
|
%
|
|
47,426
|
|
|
97.1
|
%
|
|
1,500
|
|
|
97.3
|
%
|
|
1,463
|
|
|||
Mid-Atlantic Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Metropolitan D.C.
|
|
4
|
|
|
1,315
|
|
|
7.7
|
%
|
|
285,212
|
|
|
96.9
|
%
|
|
1,938
|
|
|
96.9
|
%
|
|
1,919
|
|
|||
Baltimore, MD
|
|
2
|
|
|
540
|
|
|
2.8
|
%
|
|
101,471
|
|
|
96.1
|
%
|
|
1,528
|
|
|
96.5
|
%
|
|
1,513
|
|
|||
Northeast Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
New York, NY
|
|
2
|
|
|
996
|
|
|
16.4
|
%
|
|
604,322
|
|
|
97.5
|
%
|
|
3,901
|
|
|
97.2
|
%
|
|
3,837
|
|
|||
Boston, MA
|
|
1
|
|
|
387
|
|
|
1.9
|
%
|
|
69,592
|
|
|
97.2
|
%
|
|
1,902
|
|
|
96.6
|
%
|
|
1,873
|
|
|||
Southeast Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Nashville, TN
|
|
6
|
|
|
1,612
|
|
|
3.8
|
%
|
|
140,078
|
|
|
97.9
|
%
|
|
1,180
|
|
|
97.5
|
%
|
|
1,162
|
|
|||
Tampa, FL
|
|
2
|
|
|
942
|
|
|
2.8
|
%
|
|
103,169
|
|
|
97.6
|
%
|
|
1,359
|
|
|
97.0
|
%
|
|
1,347
|
|
|||
Other Florida
|
|
1
|
|
|
636
|
|
|
2.3
|
%
|
|
83,038
|
|
|
96.6
|
%
|
|
1,488
|
|
|
96.1
|
%
|
|
1,486
|
|
|||
Total/Average Same-Store Communities
|
|
49
|
|
|
14,001
|
|
|
78.7
|
%
|
|
2,901,227
|
|
|
96.9
|
%
|
|
$
|
2,010
|
|
|
96.6
|
%
|
|
$
|
1,980
|
|
|
Non-Mature, Commercial Properties & Other
|
|
7
|
|
|
2,973
|
|
|
21.3
|
%
|
|
783,639
|
|
|
|
|
|
|
|
|
|
|||||||
Total Real Estate Owned
|
|
56
|
|
|
16,974
|
|
|
100.0
|
%
|
|
3,684,866
|
|
|
|
|
|
|
|
|
|
|||||||
Total Accumulated Depreciation
|
|
|
|
|
|
|
|
(1,389,858
|
)
|
|
|
|
|
|
|
|
|
||||||||||
Total Real Estate Owned, Net of Accumulated Depreciation
|
|
|
|
|
|
|
|
$
|
2,295,008
|
|
|
|
|
|
|
|
|
|
(a)
|
Monthly Income per Occupied Home represents total monthly revenues divided by the product of occupancy and the number of mature apartment homes.
|
•
|
a decrease of
$7.6 million
in total property NOI primarily due to fewer consolidated apartment homes as a result of the deconsolidation of communities contributed to the DownREIT Partnership during 2015; and
|
•
|
losses from unconsolidated entities of
$9.5 million
for the
three months ended
September 30, 2016
, as compared to none during the
three months ended
September 30, 2015
, as a result of the formation of the DownREIT Partnership in the fourth quarter of 2015.
|
•
|
a decrease in real estate depreciation and amortization expense of
$6.9 million
primarily due to the deconsolidation of communities contributed to the DownREIT Partnership; and
|
•
|
a decrease in interest expense of
$3.5 million
primarily due to the deconsolidation of debt balances related to communities contributed to the DownREIT Partnership.
|
•
|
a decrease of
$20.8 million
in total property NOI primarily primarily due to fewer consolidated apartment homes as a result of the deconsolidation of communities contributed to the DownREIT Partnership during 2015;
|
•
|
no sales of real estate owned during the the nine months ended
September 30, 2016
, as compared to a gain on the sale of real estate owned of
$57.0 million
during the nine months ended
September 30, 2015
; and
|
•
|
losses from unconsolidated entities of
$32.9 million
for the
nine months ended
September 30, 2016
primarily due to the formation of the DownREIT Partnership in the fourth quarter of 2015.
|
•
|
a decrease in real estate depreciation and amortization expense of
$21.6 million
primarily due to the deconsolidation of communities contributed to the DownREIT Partnership; and
|
•
|
a decrease in interest expense of
$10.0 million
primarily due to the deconsolidation of debt balances related to communities contributed to the DownREIT Partnership.
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
September 30, (a)
|
|
|
|
September 30, (b)
|
|
|
||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Same-Store Communities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Same-store rental income
|
$
|
81,790
|
|
|
$
|
76,949
|
|
|
6.3
|
%
|
|
$
|
241,016
|
|
|
$
|
225,508
|
|
|
6.9
|
%
|
Same-store operating expense (c)
|
(22,085
|
)
|
|
(21,287
|
)
|
|
3.7
|
%
|
|
(63,643
|
)
|
|
(61,062
|
)
|
|
4.2
|
%
|
||||
Same-store NOI
|
59,705
|
|
|
55,662
|
|
|
7.3
|
%
|
|
177,373
|
|
|
164,446
|
|
|
7.9
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Mature Communities/Other NOI:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquired Communities NOI
|
1,736
|
|
|
—
|
|
|
N/A
|
|
|
5,354
|
|
|
—
|
|
|
N/A
|
|
||||
Sold and held for sale communities NOI
|
780
|
|
|
14,116
|
|
|
(94.5
|
)%
|
|
2,317
|
|
|
43,255
|
|
|
(94.6
|
)%
|
||||
Developed communities NOI
|
1,177
|
|
|
818
|
|
|
43.9
|
%
|
|
3,728
|
|
|
1,961
|
|
|
90.1
|
%
|
||||
Redeveloped communities NOI
|
9,694
|
|
|
9,555
|
|
|
1.5
|
%
|
|
28,944
|
|
|
28,267
|
|
|
2.4
|
%
|
||||
Commercial NOI and other
|
1,604
|
|
|
2,139
|
|
|
(25.0
|
)%
|
|
4,190
|
|
|
4,759
|
|
|
(12.0
|
)%
|
||||
Total non-mature communities/other NOI
|
14,991
|
|
|
26,628
|
|
|
(43.7
|
)%
|
|
44,533
|
|
|
78,242
|
|
|
(43.1
|
)%
|
||||
Total Property NOI
|
$
|
74,696
|
|
|
$
|
82,290
|
|
|
(9.2
|
)%
|
|
$
|
221,906
|
|
|
$
|
242,688
|
|
|
(8.6
|
)%
|
(a)
|
Same-Store Community
population consisted of
14,001
apartment homes.
|
(b)
|
Same-Store Community
population consisted of
14,001
apartment homes.
|
(c)
|
Excludes depreciation, amortization, and property management expenses.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total property NOI
|
$
|
74,696
|
|
|
$
|
82,290
|
|
|
$
|
221,906
|
|
|
$
|
242,688
|
|
Property management
|
(2,821
|
)
|
|
(3,167
|
)
|
|
(8,313
|
)
|
|
(9,307
|
)
|
||||
Other operating expenses
|
(1,509
|
)
|
|
(1,482
|
)
|
|
(4,528
|
)
|
|
(4,468
|
)
|
||||
Real estate depreciation and amortization
|
(36,925
|
)
|
|
(43,829
|
)
|
|
(110,769
|
)
|
|
(132,411
|
)
|
||||
General and administrative
|
(4,631
|
)
|
|
(7,935
|
)
|
|
(13,896
|
)
|
|
(20,606
|
)
|
||||
Casualty-related recoveries/(charges), net
|
(14
|
)
|
|
(16
|
)
|
|
(479
|
)
|
|
(888
|
)
|
||||
Income/(loss) from unconsolidated entities
|
(9,463
|
)
|
|
—
|
|
|
(32,880
|
)
|
|
—
|
|
||||
Interest expense
|
(7,448
|
)
|
|
(10,909
|
)
|
|
(22,631
|
)
|
|
(32,587
|
)
|
||||
Gain/(loss) on sale of real estate owned
|
—
|
|
|
—
|
|
|
—
|
|
|
56,998
|
|
||||
Net (income)/loss attributable to noncontrolling interests
|
(368
|
)
|
|
(335
|
)
|
|
(1,062
|
)
|
|
(1,075
|
)
|
||||
Net income/(loss) attributable to OP unitholders
|
$
|
11,517
|
|
|
$
|
14,617
|
|
|
$
|
27,348
|
|
|
$
|
98,344
|
|
•
|
downturns in the national, regional and local economic conditions, particularly increases in unemployment;
|
•
|
declines in mortgage interest rates, making alternative housing more affordable;
|
•
|
government or builder incentives which enable first time homebuyers to put little or no money down, making alternative housing options more attractive;
|
•
|
local real estate market conditions, including oversupply of, or reduced demand for, apartment homes;
|
•
|
declines in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants;
|
•
|
changes in market rental rates;
|
•
|
our ability to renew leases or re-lease space on favorable terms;
|
•
|
the timing and costs associated with property improvements, repairs or renovations;
|
•
|
declines in household formation; and
|
•
|
rent control or stabilization laws, or other laws regulating rental housing, which could prevent us from raising rents to offset increases in operating costs.
|
•
|
a significant portion of the proceeds from our overall property sales may be held by intermediaries in order for some sales to qualify as like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended, or the “Code,” so that any related capital gain can be deferred for federal income tax purposes. As a result, we may not have immediate access to all of the cash proceeds generated from our property sales; and
|
•
|
federal tax laws limit our ability to profit on the sale of communities that we have owned for less than two years, and this limitation may prevent us from selling communities when market conditions are favorable.
|
•
|
we may be unable to obtain financing for acquisitions on favorable terms or at all;
|
•
|
even if we are able to finance the acquisition, cash flow from the acquisition may be insufficient to meet our required principal and interest payments on the debt used to finance the acquisition;
|
•
|
even if we enter into an acquisition agreement for an apartment community, we may be unable to complete the acquisition after incurring certain acquisition-related costs;
|
•
|
we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including potential acquisitions that we are subsequently unable to complete;
|
•
|
when we acquire an apartment community, we may invest additional amounts in it with the intention of increasing profitability, and these additional investments may not produce the anticipated improvements in profitability;
|
•
|
the expected occupancy rates and rental rates may differ from actual results; and
|
•
|
we may be unable to quickly and efficiently integrate acquired apartment communities and new personnel into our existing operations, and the failure to successfully integrate such apartment communities or personnel will result in inefficiencies that could adversely affect our expected return on our investments and our overall profitability.
|
•
|
we may be unable to obtain construction financing for development activities under favorable terms, including but not limited to interest rates, maturity dates and/or loan to value ratios, or at all, which could cause us to delay or even abandon potential developments;
|
•
|
we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in increased development costs, could delay initial occupancy dates for all or a portion of a development community, and could require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations;
|
•
|
yields may be less than anticipated as a result of delays in completing projects, costs that exceed budget and/or higher than expected concessions for lease up and lower rents than expected;
|
•
|
if we are unable to find joint venture partners to help fund the development of a community or otherwise obtain acceptable financing for the developments, our development capacity may be limited;
|
•
|
we may abandon development opportunities that we have already begun to explore, and we may fail to recover expenses already incurred in connection with exploring such opportunities;
|
•
|
we may be unable to complete construction and lease-up of a community on schedule, or incur development or construction costs that exceed our original estimates, and we may be unable to charge rents that would compensate for any increase in such costs;
|
•
|
occupancy rates and rents at a newly developed community may fluctuate depending on a number of factors, including market and economic conditions, preventing us from meeting our profitability goals for that community; and
|
•
|
when we sell to third parties communities or properties that we developed or renovated, we may be subject to warranty or construction defect claims that are uninsured or exceed the limits of our insurance.
|
•
|
inability to accurately evaluate local apartment market conditions and local economies;
|
•
|
inability to hire and retain key personnel;
|
•
|
lack of familiarity with local governmental and permitting procedures; and
|
•
|
inability to achieve budgeted financial results.
|
•
|
the national and local economies;
|
•
|
local real estate market conditions, such as an oversupply of apartment homes;
|
•
|
tenants’ perceptions of the safety, convenience, and attractiveness of our communities and the neighborhoods where they are located;
|
•
|
our ability to provide adequate management, maintenance and insurance;
|
•
|
rental expenses, including real estate taxes and utilities;
|
•
|
competition from other apartment communities;
|
•
|
changes in interest rates and the availability of financing;
|
•
|
changes in governmental regulations and the related costs of compliance; and
|
•
|
changes in tax and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing.
|
•
|
general market and economic conditions;
|
•
|
actual or anticipated variations in UDR’s quarterly operating results or dividends or UDR’s payment of dividends in shares of UDR’s stock;
|
•
|
changes in our funds from operations or earnings estimates;
|
•
|
difficulties or inability to access capital or extend or refinance existing debt;
|
•
|
decreasing (or uncertainty in) real estate valuations;
|
•
|
changes in market valuations of similar companies;
|
•
|
publication of research reports about us or the real estate industry;
|
•
|
the general reputation of real estate investment trusts and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate companies);
|
•
|
general stock and bond market conditions, including changes in interest rates on fixed income securities, that may lead prospective purchasers of UDR’s stock to demand a higher annual yield from future dividends;
|
•
|
a change in analyst ratings;
|
•
|
additions or departures of key management personnel;
|
•
|
adverse market reaction to any additional debt we incur in the future;
|
•
|
speculation in the press or investment community;
|
•
|
terrorist activity which may adversely affect the markets in which UDR’s securities trade, possibly increasing market volatility and causing the further erosion of business and consumer confidence and spending;
|
•
|
failure to qualify as a REIT;
|
•
|
strategic decisions by us or by our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;
|
•
|
failure to satisfy listing requirements of the NYSE;
|
•
|
governmental regulatory action and changes in tax laws; and
|
•
|
the issuance of additional shares of UDR’s common stock, or the perception that such sales might occur, including under UDR’s at-the-market equity distribution program.
|
Period
|
|
Total Number of Shares Purchased
|
|
Weighted Average Price per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (a)
|
|||||
Beginning Balance
|
|
9,967,490
|
|
|
$
|
22.00
|
|
|
9,967,490
|
|
|
15,032,510
|
|
July 1, 2016 through July 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,032,510
|
|
|
August 1, 2016 through August 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,032,510
|
|
|
September 1, 2016 through September 30, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,032,510
|
|
|
Balance as of September 30, 2016
|
|
9,967,490
|
|
|
$
|
22.00
|
|
|
9,967,490
|
|
|
15,032,510
|
|
(a)
|
This number reflects the amount of shares that were available for purchase under our 10,000,000 share repurchase program authorized in February 2006 and our 15,000,000 share repurchase program authorized in January 2008.
|
|
|
UDR, Inc.
|
|
Date:
|
October 26, 2016
|
/s/ Shawn G. Johnston
|
|
|
|
Shawn G. Johnston
Chief Accounting Officer and Vice President (Principal Accounting Officer and Interim Principal Financial Officer)
|
|
|
|
|
|
|
|
United Dominion Realty, L.P.
|
|
|
|
By:
|
UDR, Inc., its general partner
|
Date:
|
October 26, 2016
|
/s/ Shawn G. Johnston
|
|
|
|
Shawn G. Johnston
Chief Accounting Officer and Vice President (Principal Accounting Officer and Interim Principal Financial Officer) |
Exhibit No.
|
|
Description
|
3.1
|
|
Articles of Restatement of UDR, Inc. (incorporated by reference to Exhibit 3.09 to UDR, Inc.’s Current Report on Form 8-K dated July 27, 2005 and filed with the SEC on August 1, 2005).
|
|
|
|
3.2
|
|
Articles of Amendment to the Articles of Restatement of UDR, Inc. dated and filed with the State Department of Assessments and Taxation of the State of Maryland on March 14, 2007 (incorporated by reference to Exhibit 3.2 to UDR, Inc.’s Current Report on Form 8-K dated March 14, 2007 and filed with the SEC on March 15, 2007).
|
|
|
|
3.3
|
|
Articles of Amendment to the Articles of Restatement of UDR, Inc. dated August 30, 2011 and filed with the State Department of Assessments and Taxation of the State of Maryland on August 31, 2011 (incorporated by reference to Exhibit 3.1 to UDR, Inc.’s Current Report on Form 8-K dated August 29, 2011 and filed with the SEC on September 1, 2011).
|
|
|
|
3.4
|
|
Certificate of Limited Partnership of United Dominion Realty, L.P. dated February 19, 2004 (incorporated by reference to Exhibit 3.4 to United Dominion Realty, L.P.’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 dated and filed with the SEC on October 15, 2010).
|
|
|
|
3.5
|
|
Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 23, 2004 (incorporated by reference to Exhibit 10.23 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003).
|
|
|
|
3.6
|
|
First Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated June 24, 2005 (incorporated by reference to Exhibit 10.06 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
|
|
|
|
3.7
|
|
Second Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated February 23, 2006 (incorporated by reference to Exhibit 10.6 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).
|
|
|
|
3.8
|
|
Third Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated February 2, 2007 (incorporated by reference to Exhibit 99.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
|
|
|
|
3.9
|
|
Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated December 27, 2007 (incorporated by reference to Exhibit 10.25 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007).
|
|
|
|
3.10
|
|
Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated March 7, 2008 (incorporated by reference to Exhibit 10.53 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
|
|
|
3.11
|
|
Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated December 9, 2008 (incorporated by reference to Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated December 9, 2008 and filed with the Commission on December 10, 2008).
|
|
|
|
3.12
|
|
Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of March 13, 2009 (incorporated by reference to Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated March 18, 2009 and filed with the SEC on March 19, 2009).
|
|
|
|
3.13
|
|
Eighth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of November 17, 2010 (incorporated by reference to Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated November 18, 2010 and filed with the SEC on November 18, 2010).
|
|
|
|
REGISTERED
No. |
CUSIP No.:
90265EAL4 |
PRINCIPAL AMOUNT:
$300,000,000 |
|
|
|
|
|
|
UDR, INC.
|
|
|
|
|
|
|
|
|
|
|
|
MEDIUM‑TERM NOTE
SERIES A
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE, FULLY AND UNCONDITIONALLY GUARANTEED BY UNITED DOMINION REALTY, L.P.
(Fixed Rate)
|
|
|
|
|
|
|
ORIGINAL ISSUE DATE:
August 23, 2016 |
INTEREST RATE: 2.950%
|
STATED MATURITY DATE: September 1, 2026
|
|
|
|
|
|
INTEREST PAYMENT DATE(S)
|
[ ] CHECK IF DISCOUNT NOTE
|
|
|
[X] March 1 and September 1, commencing March 1, 2017
|
Issue Price: 100% plus accrued interest from August 23, 2016
|
|
|
[ ] Other:
|
|
|
|
|
|
|
|
INITIAL REDEMPTION
|
INITIAL REDEMPTION
|
ANNUAL REDEMPTION
|
|
DATE: See Addendum
|
PERCENTAGE: See Addendum
|
PERCENTAGE
|
|
|
|
REDUCTION: See Addendum
|
|
|
|
|
|
OPTIONAL REPAYMENT
|
|
|
|
DATE(S): See Addendum
|
|
|
|
|
|
|
|
SPECIFIED CURRENCY:
|
AUTHORIZED DENOMINATION:
|
EXCHANGE RATE
|
|
[X] United States dollars
[ ] Other: |
[X] $1,000 and integral
multiples thereof |
AGENT: N/A
|
|
|
[ ] Other:
|
|
|
|
|
|
|
ADDENDUM ATTACHED
|
DEFAULT INTEREST RATE: N/A
|
OTHER/ADDITIONAL PROVISIONS: N/A
|
|
[X] Yes
[ ] No |
|
|
TEN COM
|
‑ as tenants in common
|
UNIF GIFT MIN ACT
|
‑ ________ Custodian ______
|
TEN ENT
|
‑ as tenants by the entireties
|
|
(Cust) (Minor)
|
JT TEN
|
‑ as joint tenants with right of
survivorship and not as tenants in common |
|
under Uniform Gifts to Minors Act ____________________
(State) |
|
Additional abbreviations may also be used though not in the above list.
|
|
|
Dated:
|
|
|
|
|
|
|
|
|
|
|
Notice: The signature(s) on this Assignment must correspond with the name(s) as written upon the face of this Note in every particular, without alteration or enlargement or any change whatsoever.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
||||||||
Income/(loss) from continuing operations
|
$
|
11,885
|
|
|
$
|
14,952
|
|
|
$
|
28,410
|
|
|
$
|
42,421
|
|
Add from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Interest on indebtedness (a)
|
7,448
|
|
|
10,909
|
|
|
22,631
|
|
|
32,587
|
|
||||
Portion of rents representative of the interest factor
|
458
|
|
|
449
|
|
|
1,366
|
|
|
1,407
|
|
||||
Amortization of capitalized interest
|
186
|
|
|
183
|
|
|
557
|
|
|
547
|
|
||||
Total earnings
|
$
|
19,977
|
|
|
$
|
26,493
|
|
|
$
|
52,964
|
|
|
$
|
76,962
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed charges from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Interest on indebtedness (a)
|
$
|
7,448
|
|
|
$
|
10,909
|
|
|
$
|
22,631
|
|
|
$
|
32,587
|
|
Interest capitalized
|
—
|
|
|
50
|
|
|
170
|
|
|
104
|
|
||||
Portion of rents representative of the interest factor
|
458
|
|
|
449
|
|
|
1,366
|
|
|
1,407
|
|
||||
Fixed charges
|
$
|
7,906
|
|
|
$
|
11,408
|
|
|
$
|
24,167
|
|
|
$
|
34,098
|
|
|
|
|
|
|
|
|
|
||||||||
Ratio of earnings to fixed charges
|
2.53
|
|
|
2.32
|
|
|
2.19
|
|
|
2.26
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 26, 2016
|
/s/ Thomas W. Toomey
|
|
|
|
|
|
|
|
|
|
Thomas W. Toomey
|
|
|
|
|
Chief Executive Officer and President (Principal Executive Officer)
|
|
Date:
|
October 26, 2016
|
/s/ Shawn G. Johnston
|
|
|
|
|
|
|
|
|
|
Shawn G. Johnston
|
|
|
|
|
Chief Accounting Officer and Vice President (Principal Accounting Officer and Interim Principal Financial Officer)
|
|
Date:
|
October 26, 2016
|
/s/ Thomas W. Toomey
|
|
|
|
|
|
|
|
|
|
Thomas W. Toomey
|
|
|
|
|
Chief Executive Officer and President (Principal Executive Officer) of UDR, Inc.,
|
|
|
|
|
general partner of United Dominion Realty, L.P.
|
|
Date:
|
October 26, 2016
|
/s/ Shawn G. Johnston
|
|
|
|
|
|
|
|
Shawn G. Johnston
|
|
|
|
Chief Accounting Officer and Vice President (Principal Accounting Officer and Interim Principal Financial Officer) of UDR, Inc.,
|
|
|
|
general partner of United Dominion Realty, L.P.
|
Date:
|
October 26, 2016
|
/s/ Thomas W. Toomey
|
|
|
|
|
|
|
|
Thomas W. Toomey
|
|
|
|
Chief Executive Officer and President (Principal Executive Officer)
|
Date:
|
October 26, 2016
|
/s/ Shawn G. Johnston
|
|
|
|
|
|
|
|
Shawn G. Johnston
|
|
|
|
Chief Accounting Officer and Vice President (Principal Accounting Officer and Interim Principal Financial Officer)
|
Date:
|
October 26, 2016
|
/s/ Thomas W. Toomey
|
|
|
|
|
|
|
|
Thomas W. Toomey
|
|
|
|
Chief Executive Officer and President (Principal Executive Officer) of UDR, Inc.,
|
|
|
|
general partner of United Dominion Realty, L.P.
|
Date:
|
October 26, 2016
|
/s/ Shawn G. Johnston
|
|
|
|
|
|
|
|
Shawn G. Johnston
|
|
|
|
Chief Accounting Officer and Vice President (Principal Accounting Officer and Interim Principal Financial Officer) of UDR, Inc.,
|
|
|
|
general partner of United Dominion Realty, L.P.
|