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JOINT VENTURES AND PARTNERSHIPS
6 Months Ended
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