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JOINT VENTURES AND PARTNERSHIPS | 6 Months Ended
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Jun. 30, 2020
JOINT VENTURES AND PARTNERSHIPS |
JOINT VENTURES AND PARTNERSHIPS | 5. JOINT VENTURES AND PARTNERSHIPS UDR has entered into joint ventures and partnerships with unrelated third parties to own, operate, acquire, renovate, develop, redevelop, dispose of, and manage real estate assets that are either consolidated and included in Real estate owned on the Consolidated Balance Sheets or are accounted for under the equity method of accounting, and are included in Investment in and advances to unconsolidated joint ventures, net, on the Consolidated Balance Sheets. The Company consolidates the entities that we control as well as any variable interest entity where we are the primary beneficiary. Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. UDR’s joint ventures and partnerships are funded with a combination of debt and equity. Our losses are typically limited to our investment and except as noted below, the Company does not guarantee any debt, capital payout or other obligations associated with our joint ventures and partnerships. The Company recognizes earnings or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net earnings or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services to the unconsolidated joint ventures and partnerships. The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of June 30, 2020 and December 31, 2019 (dollars in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Number of | ​ | Number of | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Operating | ​ | Apartment | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | Income/(loss) from investments
​ | ​ | ​ | ​ | Communities | ​ | Homes | ​ | Investment at | ​ | UDR’s Ownership Interest | ​ | ​ | Three Months Ended | ​ | Six Months Ended
​ |  | Location of |  | June 30, |  | June 30, |  | June 30, |  | December 31, | ​ | June 30, |  | ​ | December 31, |  | ​ | June 30, | ​ | June 30,
Joint Venture |  | Properties |  | 2020 |  | 2020 |  | 2020 |  | 2019 | ​ | 2020 |  | ​ | 2019 |  | ​ | 2020 |  | 2019 | ​ | 2020 |  | 2019
Operating: | ​ |  | ​ |  | ​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
UDR/MetLife I | ​ | Los Angeles, CA | ​ | 1 | ​ | 150 | ​ | $ | 27,927 | ​ | $ | 28,812 | ​ | 50.0 | % | ​ | 50.0 | % | ​ | $ | (658) | ​ | $ | (548) | ​ | $ | (1,112) | ​ | $ | (1,124)
UDR/MetLife II |  | Various |  | 7 |  | 1,250 |  | ​ | 149,971 |  | ​ | 150,893 | ​ | 50.0 | % | ​ | 50.0 | % | ​ | ​ | 10 | ​ | ​ | 776 | ​ | ​ | (81) | ​ | ​ | 1,210
Other UDR/MetLife Joint Ventures |  | Various |  | 5 |  | 1,437 |  | ​ | 90,262 |  | ​ | 98,441 | ​ | 50.6 | % | ​ | 50.6 | % | ​ | ​ | (2,312) | ​ | ​ | (1,684) | ​ | ​ | (4,124) | ​ | ​ | (3,461)
West Coast Development Joint Ventures | ​ | Los Angeles, CA | ​ | 1 | ​ | 293 | ​ | ​ | 34,428 | ​ | ​ | 34,907 | ​ | 47.0 | % | ​ | 47.0 | % | ​ | ​ | (56) | ​ | ​ | (359) | ​ | ​ | (136) | ​ | ​ | (507)
Sold Joint Ventures | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | — | ​ | ​ | — | ​ | — | % | ​ | — | % | ​ | ​ | — | ​ | ​ | 3,867 | ​ | ​ | — | ​ | ​ | 2,047
Investment in and advances to unconsolidated joint ventures, net, before preferred equity investments and other investments |  |  | ​ | $ | 302,588 | ​ | $ | 313,053 | ​ |  |  | ​ |  | ​ | ​ | $ | (3,016) | ​ | $ | 2,052 | ​ | $ | (5,453) | ​ | $ | (1,835)
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Income/(loss) from investments | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Investment at | ​ | Three Months Ended | ​ | Six Months Ended | ​
Developer Capital Program |  | ​ |  | ​ |  | Years To | ​ | UDR |  | June 30, |  | December 31, |  | June 30, | ​ | June 30, | ​
and Other Investments (a) |  | Location |  | Rate |  | Maturity | ​ | Commitment (b) |  | 2020 |  | 2019 |  | 2020 |  | 2019 |  | 2020 |  | 2019 | ​
Preferred equity investments: |  |  |  |  |  |  | ​ | ​ | ​ | ​ |  |  | ​ |  |  | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ |  | ​
West Coast Development Joint Ventures (c) |  | Hillsboro, OR |  | 6.5 | % | N/A | ​ | $ | — | ​ | $ | — | ​ | $ | 17,064 | ​ | $ | — | ​ | $ | (10) | ​ | $ | (46) | ​ | $ | (171) | ​
1532 Harrison | ​ | San Francisco, CA | ​ | 11.0 | % | 2.0 | ​ | ​ | 24,645 | ​ | ​ | 32,282 | ​ | ​ | 30,585 | ​ | ​ | 846 | ​ | ​ | 774 | ​ | ​ | 1,682 | ​ | ​ | 1,522 | ​
1200 Broadway (d) | ​ | Nashville, TN | ​ | 8.0 | % | 2.3 | ​ | ​ | 55,558 | ​ | ​ | 66,575 | ​ | ​ | 63,958 | ​ | ​ | 1,306 | ​ | ​ | 1,206 | ​ | ​ | 2,587 | ​ | ​ | 2,375 | ​
Junction | ​ | Santa Monica, CA | ​ | 12.0 | % | 2.1 | ​ | ​ | 8,800 | ​ | ​ | 11,016 | ​ | ​ | 10,379 | ​ | ​ | 323 | ​ | ​ | 287 | ​ | ​ | 637 | ​ | ​ | 562 | ​
1300 Fairmount (d) | ​ | Philadelphia, PA | ​ | Variable | ​ | 3.1 | ​ | ​ | 51,393 | ​ | ​ | 57,031 | ​ | ​ | 51,215 | ​ | ​ | 1,191 | ​ | ​ | 519 | ​ | ​ | 2,357 | ​ | ​ | 794 | ​
Essex | ​ | Orlando, FL | ​ | 12.5 | % | 3.2 | ​ | ​ | 12,886 | ​ | ​ | 15,751 | ​ | ​ | 14,804 | ​ | ​ | 481 | ​ | ​ | 407 | ​ | ​ | 947 | ​ | ​ | 739 | ​
Modera Lake Merritt (d) | ​ | Oakland, CA | ​ | 9.0 | % | 3.8 | ​ | ​ | 27,250 | ​ | ​ | 29,562 | ​ | ​ | 22,653 | ​ | ​ | 652 | ​ | ​ | 256 | ​ | ​ | 1,226 | ​ | ​ | 256 | ​
Thousand Oaks (e) | ​ | Thousand Oaks, CA | ​ | 9.0 | % | 4.7 | ​ | ​ | 20,059 | ​ | ​ | 8,872 | ​ | ​ | — | ​ | ​ | 153 | ​ | ​ | — | ​ | ​ | 177 | ​ | ​ | — | ​
Other investments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
The Portals | ​ | Washington, D.C. | ​ | 11.0 | % | 0.9 | ​ | ​ | 38,559 | ​ | ​ | 50,713 | ​ | ​ | 48,181 | ​ | ​ | 1,389 | ​ | ​ | 1,234 | ​ | ​ | 2,724 | ​ | ​ | 2,407 | ​
Other investment ventures | ​ | N/A | ​ | N/A | ​ | N/A | ​ | $ | 34,500 | ​ | ​ | 19,885 | ​ | ​ | 13,598 | ​ | ​ | 4,696 | ​ | ​ | (100) | ​ | ​ | 4,550 | ​ | ​ | 25 | ​
Total Preferred Equity Investments and Other Investments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 291,687 | ​ | ​ | 272,437 | ​ | ​ | 11,037 | ​ | ​ | 4,573 | ​ | ​ | 16,841 | ​ | ​ | 8,509 | ​
Total Joint Ventures and Developer Capital Program Investments, net (f) | ​ | ​ | ​ | ​ | $ | 594,275 | ​ | $ | 585,490 | ​ | $ | 8,021 |  | $ | 6,625 | ​ | $ | 11,388 |  | $ | 6,674 | ​
(a) | The Developer Capital Program is the program through which the Company makes investments, including preferred
| equity investments, mezzanine loans or other structured investments that may receive a fixed yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property and/or holds fixed price purchase options.
(b) | Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments.
(c) | In January 2020, the Company increased its ownership interest from 49% to 100% in the 276 apartment home operating community located in Hillsboro, Oregon, for a cash purchase price of approximately $21.6 million. As a result, the Company consolidated the operating community and it is no longer accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned). In connection with the purchase, the Company repaid the joint venture’s construction loan of approximately $35.6 million.
(d) | The Company’s preferred equity investment receives a variable percentage of the value created from the project upon a capital or liquidating event.
(e) | In February 2020, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 142 apartment home community in Thousand Oaks, CA. The Company’s preferred equity investment of up to $20.1 million earns a preferred return of 9.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and, therefore, accounts for it under the equity method of accounting.
(f) | As of June 30, 2020, the Company’s negative investment in 13th and Market Properties LLC of $3.8 million is included in Other UDR/MetLife Joint Ventures in the table above and recorded in Accounts payable, accrued expenses, and other liabilities on the Consolidated Balance Sheet.
In July 2020, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 534 apartment home community in Queens, New York. The Company’s preferred equity investment of $40.0 million earns a preferred return of 13.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. ​ As of June 30, 2020 and December 31, 2019, the Company had deferred fees of $8.8 million and $9.0 million, respectively, which will be recognized through earnings over the weighted average life of the related properties, upon the disposition of the properties to a third party, or upon completion of certain development obligations. The Company recognized management fees of $1.3 million and $2.8 million for the three months ended June 30, 2020 and 2019, respectively, and $2.7 million and $5.6 million for the six months ended June 30, 2020 and 2019, respectively, for management of the communities held by the joint ventures and partnerships. The management fees are included in Joint venture management and other fees on the Consolidated Statements of Operations. The Company may, in the future, make additional capital contributions to certain of our joint ventures and partnerships should additional capital contributions be necessary to fund acquisitions or operations. We consider various factors to determine if a decrease in the value of our Investment in and advances to unconsolidated joint ventures, net is other-than-temporary. These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders. Based on the significance of the unobservable inputs, we classify these fair value measurements within Level 3 of the valuation hierarchy. The Company did not incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures during the three and six months ended June 30, 2020 and 2019. Combined summary balance sheets relating to the unconsolidated joint ventures’ and partnerships’ (not just our proportionate share) are presented below as of June 30, 2020 and December 31, 2019 (dollars in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31,
​ |  | 2020 |  | 2019
Total real estate, net |  | $ | 1,922,313 |  | $ | 1,901,081
Cash and cash equivalents | ​ |  | 30,656 | ​ |  | 29,823
Other assets | ​ | ​ | 216,356 | ​ |  | 172,941
Total assets |  | $ | 2,169,325 |  | $ | 2,103,845
​ | ​ | ​ | ​ | ​ | ​ | ​
Third party debt, net | ​ | $ | 1,156,834 | ​ | $ | 1,148,048
Accounts payable and accrued liabilities | ​ | ​ | 46,057 | ​ | ​ | 55,114
Total liabilities |  | ​ | 1,202,891 |  | ​ | 1,203,162
Total equity |  | $ | 966,434 |  | $ | 900,683
​ Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three and six months ended June 30, 2020 and 2019 (dollars in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2020 |  | 2019 |  | 2020 |  | 2019
Total revenues |  | $ | 37,312 |  | $ | 76,926 |  | $ | 78,626 |  | $ | 158,458
Property operating expenses | ​ |  | 14,468 | ​ |  | 29,256 | ​ |  | 29,765 | ​ |  | 59,568
Real estate depreciation and amortization | ​ |  | 16,913 | ​ |  | 28,054 | ​ |  | 33,156 | ​ |  | 57,634
Operating income/(loss) | ​ |  | 5,931 | ​ | ​ | 19,616 | ​ |  | 15,705 | ​ | ​ | 41,256
Interest expense | ​ |  | (10,149) | ​ |  | (21,606) | ​ |  | (20,496) | ​ |  | (43,530)
Gain/(loss) on sale of property | ​ | ​ | — | ​ | ​ | 18,357 | ​ | ​ | — | ​ | ​ | 18,357
Net unrealized gain/(loss) on held investments | ​ | ​ | 29,312 | ​ | ​ | — | ​ | ​ | 29,312 | ​ | ​ | —
Other income/(loss) | ​ | ​ | 117 | ​ | ​ | 9 | ​ | ​ | 109 | ​ | ​ | 1,634
Net income/(loss) |  | $ | 25,211 |  | $ | 16,376 |  | $ | 24,630 |  | $ | 17,717
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- Definition The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SX 210.3A-04) -URI http://asc.fasb.org/extlink&oid=116822174&loc=d3e355119-122828 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -URI http://asc.fasb.org/topic&trid=2196965 + Details
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