INCOME/(LOSS) PER SHARE

12 Months Ended

Dec. 31, 2019

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):

	Year Ended December 31,
	2019		2018		2017
Numerator for income/(loss) per share:
Net income/(loss)	$	199,579	$	221,542	$	132,655
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership		(14,426)		(18,215)		(10,933)
Net (income)/loss attributable to noncontrolling interests		(188)		(221)		(164)
Net income/(loss) attributable to UDR, Inc.		184,965		203,106		121,558
Distributions to preferred stockholders — Series E (Convertible)		(4,104)		(3,868)		(3,708)
Income/(loss) attributable to common stockholders - basic and diluted	$	180,861	$	199,238	$	117,850
Denominator for income/(loss) per share:
Weighted average common shares outstanding		285,509		268,513		267,567
Non-vested restricted stock awards		(262)		(334)		(543)
Denominator for basic income/(loss) per share		285,247		268,179		267,024
Incremental shares issuable from assumed conversion of stock options, unvested LTIP Units, and unvested restricted stock		768		1,304		1,806
Denominator for diluted income/(loss) per share		286,015		269,483		268,830
Income/(loss) per weighted average common share:
Basic	$	0.63	$	0.74	$	0.44
Diluted	$	0.63	$	0.74	$	0.44

Basic income/(loss) per common share is computed based upon the weighted average number of common shares outstanding. Diluted income/(loss) per common share is computed based upon the weighted average number of common shares outstanding plus the common shares issuable from the assumed conversion of the OP Units and DownREIT Units, convertible preferred stock, stock options, unvested long-term incentive plan units (“LTIP Units”), unvested restricted stock and continuous equity program forward sales agreements. Only those instruments having a dilutive impact on our basic income/(loss) per share are included in diluted income/(loss) per share during the periods. For the years ended December 31, 2019, 2018, and 2017, the effect of the conversion of the OP Units, DownREIT Units, LTIP Units and the Company’s Series E preferred stock was not dilutive and therefore not included in the above calculation.

In July 2017, 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 April 2017, which replaced the prior at-the-market equity offering program entered into in April 2012. During the year ended December 31, 2019, the Company sold 7.0 million shares of common stock through its ATM program for aggregate gross proceeds of approximately $316.5 million at a weighted average price per share of $45.29. Aggregate net proceeds from such sales, after deducting related expenses, including commissions paid to the sales agents of approximately $4.0 million, were approximately $312.3 million, which were primarily used to fund the Company’s recent acquisitions.

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 September 2019, the Company entered into a forward sales agreement under its ATM program for 1.3 million shares of common stock at an initial forward price per share of $47.68. The initial forward price per share received by the Company upon settlement was determined on the applicable settlement date based on adjustments made

to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement.

In December 2019, the Company settled all 1.3 million shares sold under the forward sales agreement at a forward price per share of $47.41, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $0.6 million, for net proceeds of $63.5 million. Aggregate net proceeds from such sales, after deducting related expenses, was $63.2 million.

As of December 31, 2019, we had 11.7 million shares of common stock available for future issuance under the ATM program.

In August 2019, the Company sold 7.5 million shares of its common stock for aggregate gross proceeds of approximately $349.9 million at a price per share of $46.65. Aggregate net proceeds from the sale, after offering-related expenses, were approximately $349.8 million, which were used for planned acquisitions of assets, working capital and general corporate purposes.

The following table sets forth the additional shares of common stock outstanding by equity instrument if converted to common stock for each of the years ended December 31, 2019, 2018, and 2017 (in thousands):

	Year Ended December 31,
	2019	2018	2017
OP/DownREIT Units	22,773	24,548	24,821
Convertible preferred stock	3,011	3,011	3,021
Stock options, unvested LTIP Units, and unvested restricted stock	768	1,304	1,806