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 December 31, 2019 and 2018 (dollars in thousands):

(a)

In November 2019, the Company acquired the approximately 50% ownership interest not previously owned in 10 UDR/MetLife operating communities, one development community and four land parcels valued at $1.1 billion, or $564.2 million at UDR’s share, and sold its approximately 50% ownership interest in five UDR/MetLife operating communities valued at $645.8 million, or $322.9 million at UDR’s share, to MetLife, and recognized a net gain on sale of $114.9 million at our share, which is included in Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations. As a result, the Company consolidated the 10 operating communities, one development community and four land parcels, and they are no longer accounted for as equity method investments in an unconsolidated joint venture (see Note 3, Real Estate Owned). Upon closing of the transaction, the UDR/MetLife II joint venture holds seven operating communities and the UDR/MetLife Vitruvian Park^® joint venture no longer holds any properties.

(b)	As of January 1, 2019, the joint venture held three operating communities.

During 2019, the joint venture sold two communities with 368 homes, located in Arlington, Virginia, and Silver Spring, Maryland, for a combined sales price of approximately $118.3 million. As a result, the Company recorded total gains on the sales of approximately $10.6 million, which are included in Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations.

In August 2019, the joint venture sold the third community, a 292 home operating community located in Washington, D.C., directly to the Company for a sales price at 100% of approximately $184.0 million, before $2.8 million of closing costs incurred by UDR at acquisition. The Company deferred its share of the gain on sale of approximately $23.8 million and recorded it as a reduction of the carrying amount of real estate assets owned (see Note 3, Real Estate Owned).

(c)

The Developer Capital Program is the program through which the Company makes investments, including preferred equity investments, mezzanine loans or other structured investments that may receive a fixed yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property and/or holds fixed price purchase options.

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

(e)

In January 2019, the Company increased its ownership interest from 49% to 100% in a 386 apartment home operating community located in Anaheim, California, for a cash purchase price of approximately $33.5 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 construction loan on the community was paid in full.

In January 2019, the Company increased its ownership interest from 49% to 100% in a 155 apartment home operating community located in Seattle, Washington, for a cash purchase price of approximately $20.0 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 construction loan on the community was paid in full.

In January 2020, the Company increased its ownership interest from 49% to 100% in a 276 apartment home operating community located in Hillsboro, Oregon, for a cash purchase price of approximately $21.6 million. As a result, in January 2020, 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).

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

(g)

In August 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 66 apartment home community located in Santa Monica, CA. The Company’s preferred equity investment of $8.8 million earns a preferred return of 12.0% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and, therefore, accounts for it under the equity method of accounting.

(h)

In August 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 471 apartment home community located in Philadelphia, PA. The Company’s preferred equity investment of up to $51.4 million earns a preferred return between 8.5% and 12.0% 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.

(i)

In September 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 330 apartment home community located in Orlando, FL. The Company’s preferred equity investment of up to $12.9 million earns a preferred return of 12.5% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and, therefore, accounts for it under the equity method of accounting.

(j)

In April 2019, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 173 apartment home community located in Oakland, CA. The Company’s preferred equity investment of up to $27.3 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.

(k)	As of December 31, 2019, the Company’s negative investment in 13^th and Market Properties LLC of $2.8 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.

As of December 31, 2019 and 2018, the Company had deferred fees of $9.0 million and $11.0 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 $14.0 million, $11.6 million, and $11.4 million during the years ended December 31, 2019, 2018, and 2017, 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 evaluate our investments in unconsolidated joint ventures and partnerships when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. The Company did not recognize any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the years ended December 31, 2019, 2018, and 2017.

Condensed summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share), is presented below for the years ended December 31, 2019, 2018, and 2017 (dollars in thousands):


							UDR/
					Other		MetLife				West Coast
As of and For the	UDR/		UDR/		UDR/MetLife		Vitruvian				Development
Year Ended December 31, 2019	MetLife I		MetLife II		Joint Ventures		Park^®		UDR/KFH		Joint Ventures		Total
Condensed Statements of Operations:
Total revenues	$	9,834	$	151,226	$	64,273	$	26,398	$	12,217	$	14,058	$	278,006
Property operating expenses		4,533		54,445		22,019		12,541		4,982		6,829		105,349
Real estate depreciation and amortization		5,787		44,077		35,001		9,832		5,746		5,440		105,883
Gain/(loss) on sale of real estate (a)		—		—		—		—		115,516		—		115,516
Operating income/(loss)		(486)		52,704		7,253		4,025		117,005		1,789		182,290
Interest expense		(3,070)		(44,825)		(17,399)		(5,948)		(4,300)		(4,656)		(80,198)
Net gain/(loss) on revaluation of assets and liabilities (b)		—		458,195		—		25,711		—		—		483,906
Other income/(loss)		—		—		—		—		—		159		159
Net income/(loss)	$	(3,556)	$	466,074	$	(10,146)	$	23,788	$	112,705	$	(2,708)	$	586,157

Condensed Balance Sheets:
Total real estate, net	$	120,055	$	663,492	$	621,335	$	—	$	—	$	140,224	$	1,545,106
Cash and cash equivalents		2,317		4,208		7,973		—		—		5,692		20,190
Other assets		1,053		9,777		5,400		—		—		1,305		17,535
Total assets		123,425		677,477		634,708		—		—		147,221		1,582,831
Third party debt, net		70,890		425,303		454,972		—		—		90,498		1,041,663
Accounts payable and accrued liabilities		4,037		9,303		9,757		—		—		3,440		26,537
Total liabilities		74,927		434,606		464,729		—		—		93,938		1,068,200
Total equity	$	48,498	$	242,871	$	169,979	$	—	$	—	$	53,283	$	514,631

(a)	Represent the gains on the sale of three operating communities at the UDR/KFH joint venture level, as described in note (b) to the table above summarizing the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net.

(b)

Represent the net gains on the revaluation of the assets and liabilities to fair value of 15 operating communities at the UDR/MetLife II joint venture level and one development community and four land parcels at the UDR/MetLife Vitruvian Park® joint venture level prior to their distribution to the Company or MetLife in November 2019, as described in note (a) to the table above summarizing the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net. The net gain on revaluation of assets and liabilities to fair value was recognized at the joint venture level as the respective joint ventures distributed their equity interests in the real estate to the Company or MetLife at fair value.

For the approximately 50% ownership interest acquired in the 10 operating communities, one development community and four land parcels described above, the Company deferred its share of the net gain on revaluation of approximately $131.5 million and recorded it as a reduction of the carrying amount of real estate owned. (see Note 3, Real Estate Owned). For the 50% ownership interest acquired in the five communities by MetLife, the Company recognized a net gain on sale of $114.9 million at our share, when the communities were disposed of by the UDR/MetLife II joint venture.


							UDR/
					Other		MetLife				West Coast
As of and For the	UDR/		UDR/		UDR/MetLife		Vitruvian				Development
Year Ended December 31, 2018	MetLife I		MetLife II		Joint Ventures		Park^®		UDR/KFH		Joint Ventures		Total
Condensed Statements of Operations:
Total revenues	$	3,187	$	158,738	$	61,967	$	26,096	$	20,703	$	16,392	$	287,083
Property operating expenses		3,066		56,403		21,998		13,732		8,318		8,830		112,347
Real estate depreciation and amortization		3,392		44,721		35,437		9,495		14,487		7,679		115,211
Operating income/(loss)		(3,271)		57,614		4,532		2,869		(2,102)		(117)		59,525
Interest expense		(1,872)		(49,118)		(17,408)		(6,051)		(6,739)		(6,175)		(87,363)
Other income/(loss)		—		—		—		—		—		148		148
Net income/(loss)	$	(5,143)	$	8,496	$	(12,876)	$	(3,182)	$	(8,841)	$	(6,144)	$	(27,690)

Condensed Balance Sheets:
Total real estate, net	$	124,112	$	1,609,903	$	653,729	$	315,541	$	182,970	$	281,729	$	3,167,984
Cash and cash equivalents		698		11,192		8,242		8,865		1,794		8,614		39,405
Other assets		1,074		18,670		4,904		2,241		1,320		1,610		29,819
Total assets		125,884		1,639,765		666,875		326,647		186,084		291,953		3,237,208
Third party debt, net		70,833		1,089,231		454,647		162,131		165,699		171,879		2,114,420
Accounts payable and accrued liabilities		1,935		21,258		9,753		14,968		1,860		9,943		59,717
Total liabilities		72,768		1,110,489		464,400		177,099		167,559		181,822		2,174,137
Total equity	$	53,116	$	529,276	$	202,475	$	149,548	$	18,525	$	110,131	$	1,063,071


							UDR/
					Other		MetLife				West Coast
For the	UDR/		UDR/		UDR/MetLife		Vitruvian				Development
Year Ended December 31, 2017	MetLife I		MetLife II		Joint Ventures		Park^®		UDR/KFH		Joint Ventures		Total
Condensed Statements of Operations:
Total revenues	$	—	$	156,920	$	48,032	$	23,025	$	20,327	$	18,812	$	267,116
Property operating expenses		93		52,450		21,908		11,839		8,159		9,520		103,969
Real estate depreciation and amortization		—		45,144		32,625		7,169		14,480		7,387		106,805
		(17)		(609)		—		—		—		72,216		71,590
Operating income/(loss)		(110)		58,717		(6,501)		4,017		(2,312)		74,121		127,932
Interest expense		—		(50,603)		(13,894)		(5,030)		(5,264)		(4,038)		(78,829)
Other income/(loss)		—		—		—		—		—		439		439
Net income/(loss)	$	(110)	$	8,114	$	(20,395)	$	(1,013)	$	(7,576)	$	69,644	$	48,664

Other than the West Coast Development Joint Ventures, the condensed summary financial information relating to the entities in which we have an interest through the Developer Capital Program is not included in the tables above. As of and for the year ended December 31, 2019, combined total assets, liabilities, equity, revenues, expenses, and other income/(loss), for such entities were $521.0 million, $135.0 million, $386.0 million, $11.2 million, $3.5 million, and $26.4 million, respectively. As of and for the year ended December 31, 2018, combined total assets, liabilities, equity, revenues, and expenses for such entities were $248.1 million, $22.5 million, $225.6 million, $6.0 million, and $1.8 million, respectively. For the year ended December 31, 2017, combined total revenues and expenses for such entities were $7.8 million, and $9.5 million, respectively.