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INCOME (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2022

INCOME/(LOSS) PER SHARE

INCOME/(LOSS) PER SHARE

8. INCOME/(LOSS) PER SHARE

The following table sets forth the computation of basic and diluted income/(loss) per share for the periods presented (dollars and shares in thousands, except per share data):


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2022			2021			2022			2021
Numerator for income/(loss) per share:
Net income/(loss)		$	25,145		$	19,040		$	45,112		$	34,849
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership			(1,533)			(1,260)			(2,684)			(2,221)
Net (income)/loss attributable to noncontrolling interests			(7)			(49)			(34)			(73)
Net income/(loss) attributable to UDR, Inc.			23,605			17,731			42,394			32,555
Distributions to preferred stockholders — Series E (Convertible)			(1,106)			(1,058)			(3,307)			(3,171)
Income/(loss) attributable to common stockholders - basic and diluted		$	22,499		$	16,673		$	39,087		$	29,384

Denominator for income/(loss) per share:
Weighted average common shares outstanding			324,983			298,075			320,654			297,252
Non-vested restricted stock awards			(282)			(247)			(276)			(254)
Denominator for basic income/(loss) per share			324,701			297,828			320,378			296,998
Incremental shares issuable from assumed conversion of unvested LTIP Units, performance units, unvested restricted stock and shares issuable upon settlement of forward sales agreements			985			3,336			1,251			1,047
Denominator for diluted income/(loss) per share			325,686			301,164			321,629			298,045

Income/(loss) per weighted average common share:
Basic		$	0.07		$	0.06		$	0.12		$	0.10
Diluted		$	0.07		$	0.06		$	0.12		$	0.10

Basic income/(loss) per common share is computed based upon the weighted average number of common shares outstanding. Diluted income/(loss) per common share is computed based upon the weighted average number of common shares outstanding plus the common shares issuable from the assumed conversion of the OP Units and DownREIT Units, convertible preferred stock, stock options, unvested long-term incentive plan units (“LTIP Units”), performance units, unvested restricted stock and continuous equity program forward sales agreements. Only those instruments having a dilutive impact on our basic income/(loss) per share are included in diluted income/(loss) per share during the periods. For the three and nine months ended September 30, 2022 and 2021, the effect of the conversion of the OP Units, DownREIT Units and the Company’s Series E preferred stock was not dilutive and therefore not included in the above calculation.

In July 2021, the Company entered into an ATM sales agreement under which the Company may offer and sell up to 20.0 million shares of its common stock, from time to time, to or through its sales agents and may enter into separate forward sales agreements to or through its forward purchasers. Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in July 2017. During the three months ended September 30, 2022, the Company did not sell any shares of common stock through its ATM program. During the nine months ended September 30, 2022, the Company settled 4.4 million shares of common stock through its ATM program pursuant to the Company’s forward sales agreements described below. As of September 30, 2022, we had 14.0 million shares of common stock available for future issuance under the ATM program.

In connection with any forward sales agreement under the Company’s ATM program, the relevant forward purchasers will borrow from third parties and, through the relevant sales agent, acting in its role as forward seller, sell a number of shares of the Company’s common stock equal to the number of shares underlying the agreement. The Company does not initially receive any proceeds from any sale of borrowed shares by the forward seller.

In June 2022, the Company settled all 4.4 million shares under the outstanding forward sales agreements under its ATM program at a weighted average forward price per share of $52.46, which is inclusive of adjustments made to

reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock over the term of the agreements and commissions paid to sales agents of approximately $7.5 million, for net proceeds of $230.9 million.

In March 2022, in connection with an underwritten public offering, the Company entered into forward sale agreements to sell 7.0 million shares of its common stock at an initial forward price per share of $57.565. The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreements. During the three months ended September 30, 2022, the Company settled 1.8 million shares under the forward sales agreements at a forward price per share of $57.00, which is inclusive of adjustments made to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock, for net proceeds of $99.8 million. During the nine months ended September 30, 2022, the Company settled 3.9 million shares under the forward sales agreements at an average forward price per share of $57.10, which is inclusive of adjustments made to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock, for net proceeds of $219.9 million. As of September 30, 2022, 3.2 million shares under the forward sale agreements had not been settled. The final date by which shares sold under the forward sale agreements must be settled is March 30, 2023.

As described above, during the nine months ended September 30, 2022, the Company settled 8.3 million shares in aggregate under previously announced forward sales agreements, including under the ATM program, for net proceeds of $450.8 million. Aggregate net proceeds from such forward sales, after deducting related expenses, were $449.9 million.

The Company generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances. The Company currently expects to fully physically settle each forward sales agreement with the relevant forward purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sales agreement, in which case the Company expects to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sales agreement multiplied by the relevant forward sale price. However, subject to certain exceptions, the Company may also elect, in its discretion, to cash settle or net share settle a particular forward sales agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of UDR common stock (in the case of net share settlement) to the relevant forward purchaser.

During the three and nine months ended September 30, 2022, the Company agreed to repurchase 0.7 million shares of its common stock at an average price of $41.46 per share for total consideration of approximately $28.4 million under its share repurchase program, of which 0.4 million shares for total consideration of approximately $15.2 million settled as of September 30, 2022 and the additional 0.3 million shares for total consideration of $13.2 million settled subsequent to September 30, 2022. In October 2022, the Company repurchased an additional 0.5 million shares of its common stock at an average price of $40.70 per share for total consideration of approximately $20.6 million under its share repurchase program.

The following table sets forth the additional shares of common stock outstanding, by equity instrument, if converted to common stock for each of the three and nine months ended September 30, 2022 and 2021 (in thousands):


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2022		2021		2022		2021
OP/DownREIT Units		21,474		22,529		21,514		22,493
Convertible preferred stock		2,918		2,918		2,918		2,918
Unvested LTIP Units and unvested restricted stock		985		3,336		1,251		1,047