The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere herein and is based primarily on the consolidated financial statements for the three and six months endedJune 30, 2022 and 2021, ofUDR, Inc. Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q (this "Report") to "UDR," the "Company," "we," "our" and "us" refer toUDR, Inc. , together with its consolidated subsidiaries, includingUnited Dominion Realty, L.P. (the "Operating Partnership" or the "OP") andUDR Lighthouse DownREIT L.P. (the "DownREIT Partnership ").
Forward-Looking Statements
This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements include, without limitation, statements concerning property acquisitions and dispositions, development activity and capital expenditures, capital raising activities, rent growth, occupancy, rental expense growth and expected or potential impacts of the novel coronavirus disease ("COVID-19") pandemic. Words such as "expects," "anticipates," "intends," "plans," "likely," "will," "believes," "seeks," "estimates," and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
The following factors, among others, could cause our future results to differ materially from those expressed in the forward-looking statements:
? the impact of the COVID-19 pandemic and measures intended to prevent its spread
or address its effects;
? general economic conditions;
? the impact of inflation/deflation;
unfavorable changes in apartment market and economic conditions that could
? adversely affect occupancy levels and rental rates, including as a result of
COVID-19;
? the failure of acquisitions, developments or redevelopments to achieve
anticipated results;
? possible difficulty in selling apartment communities;
? competitive factors that may limit our ability to lease apartment homes or
increase or maintain rents;
? insufficient cash flow that could affect our debt financing and create
refinancing risk;
? failure to generate sufficient revenue, which could impair our debt service
payments and distributions to stockholders;
? development and construction risks that may impact our profitability;
? potential damage from natural disasters, including hurricanes and other
weather-related events, which could result in substantial costs to us;
? risks from climate change that impacts our properties or operations;
? risks from extraordinary losses for which we may not have insurance or adequate
reserves;
risks from cybersecurity breaches of our information technology systems and the
? information technology systems of our third party vendors and other third
parties;
? the availability of capital and the stability of the capital markets;
? changes in job growth, home affordability and the demand/supply ratio for
multifamily housing;
? the failure of automation or technology to help grow net operating income;
? uninsured losses due to insurance deductibles, self-insurance retention,
uninsured claims or casualties, or losses in excess of applicable coverage;
41 Table of Contents
? delays in completing developments and lease-ups on schedule or at expected rent
and occupancy levels;
? our failure to succeed in new markets;
risks that third parties who have an interest in or are otherwise involved in
? projects in which we have an interest, including mezzanine borrowers, joint
venture partners or other investors, do not perform as expected;
? changing interest rates, which could increase interest costs and affect the
market price of our securities;
? potential liability for environmental contamination, which could result in
substantial costs to us;
? the imposition of federal taxes if we fail to qualify as a REIT under the Code
in any taxable year;
our internal control over financial reporting may not be considered effective
? which could result in a loss of investor confidence in our financial reports,
and in turn have an adverse effect on our stock price; and
? changes in real estate laws, tax laws, rent control or stabilization laws or
other laws affecting our business.
A discussion of these and other factors affecting our business and prospects is set forth in Part II, Item 1A. Risk Factors. We encourage investors to review these risk factors. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this Report may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Report, and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.
Business Overview
We are a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, disposes of, and manages multifamily apartment communities in targeted markets located inthe United States . We were formed in 1972 as aVirginia corporation. InJune 2003 , we changed our state of incorporation fromVirginia toMaryland . Our subsidiaries include theOperating Partnership and theDownREIT Partnership . AtJune 30, 2022 , our consolidated real estate portfolio included 162 communities in 13 states plus theDistrict of Columbia totaling 54,314 apartment homes. In addition, we have an ownership interest in 6,775 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 3,938 apartment homes owned by entities in which we hold preferred equity investments.The Same-Store Community apartment home population for the three and six months endedJune 30, 2022 , was 47,734 and 47,434, respectively. 42 Table of Contents
The following table summarizes our market information by major geographic
markets as of and for the three and six months ended
Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 June 30, 2022 Percentage Total Monthly Monthly Number of Number of of Total Carrying Average Income per Average Income per Apartment Apartment Carrying
Value (in Physical Occupied Physical Occupied
Same-Store Communities Communities Homes Value thousands) Occupancy Home (a) Occupancy Home (a)
West Region
10 4,685 9.5 % $
1,452,035 96.6 % $ 2,823 96.9 %
11 2,764 5.9 % 904,093 96.3 % 3,297 96.6 % 3,249 Seattle, WA 14 2,726 6.3 % 961,267 97.6 % 2,663 97.6 % 2,624 Los Angeles, CA 4 1,225 3.1 % 469,664 96.5 % 3,044 96.5 % 3,010 Monterey Peninsula, CA 7 1,567 1.2 % 190,293 96.5 % 2,111 96.6 % 2,155 Other Southern California 3 821 1.5 % 218,608 97.1 % 2,656 97.2 % 2,620 Portland, OR 3 752 0.8 % 121,918 97.9 % 1,920 97.5 % 1,912Mid-Atlantic Region Metropolitan D.C. 23 8,380 15.4 % 2,351,220 97.4 % 2,229 97.4 % 2,206 Baltimore, MD 5 1,597 2.3 % 344,896 97.1 % 1,793 97.1 % 1,783 Richmond, VA 4 1,359 1.0 % 158,555 97.6 % 1,658 97.7 % 1,626 Northeast Region Boston, MA 12 4,598 11.6 % 1,777,054 96.7 % 2,843 96.9 % 2,883 New York, NY 6 2,318 10.2 % 1,550,585 98.2 % 4,093 98.2 % 4,067 Philadelphia, PA 1 313 0.7 % 108,121 97.3 % 2,421 96.8 % 2,420 Southeast Region Tampa, FL 11 3,877 4.2 % 646,275 96.8 % 1,935 96.9 % 1,889 Orlando, FL 9 2,500 1.6 % 248,680 97.0 % 1,672 97.0 % 1,634 Nashville, TN 8 2,260 1.5 % 231,200 97.5 % 1,594 97.8 % 1,556 Other Florida 1 636 0.6 % 92,847 97.0 % 2,060 97.4 % 2,002 Southwest Region Dallas, TX 11 3,866 3.8 % 586,188 97.0 % 1,678 97.1 % 1,653 Austin, TX 4 1,272 1.2 % 176,318 98.1 % 1,778 97.9 % 1,749 Denver, CO 1 218 1.0 % 146,025 95.5 % 3,568 96.1 % 3,491 Total/Average Same-Store Communities 148 47,734 83.4 %
12,735,842 97.1 % $ 2,377 97.2 %
14 6,217 14.0 %
2,136,845
Total Real Estate Held for Investment 162 53,951 97.4 % 14,872,687 Real Estate Under Development (b) - 363 2.6 % 400,773 Total Real Estate Owned 162 54,314 100.0 % 15,273,460 Total Accumulated Depreciation (5,445,095) Total Real Estate Owned, Net of Accumulated Depreciation$ 9,828,365
Monthly Income per Occupied Home represents total monthly revenues divided by (a) the average physical number of occupied apartment homes in our Same-Store
portfolio.
(b) As of
with a total of 1,540 apartment homes, 363 of which have been completed.
We report in two segments: Same-Store Communities and Non-Mature Communities/Other.
Our Same-Store Communities segment represents those communities acquired, developed, and stabilized prior toApril 1, 2021 (for quarter-to-date comparison) andJanuary 1, 2021 (for year-to-date comparison) and held as ofJune 30, 2022 . These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the communities are not classified as held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months. Our Non-Mature Communities/Other segment represents those communities that do not meet the criteria to be included in Same-Store Communities, including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. 43 Table of Contents COVID-19 Update We continue to monitor the status and respond to the effects of the COVID-19 pandemic and its impact on our business. While the pandemic and related government measures adversely impacted our business in certain prior periods, the extent of the impact generally has decreased. Future developments regarding COVID-19, however, continue to be uncertain and difficult to predict. There can be no assurances that closures or restrictions in response to COVID-19, including due to new variants, will not be imposed in the future or that other developments related to COVID-19 will not adversely affect our business, results of operations, financial condition and cash flows in future periods.
Liquidity and Capital Resources
Liquidity is the ability to meet present and future financial obligations either through operating cash flows, sales of properties, borrowings under our credit agreements, and/or the issuance of debt and/or equity securities. Our primary source of liquidity is our cash flow from operations, as determined by rental rates, occupancy levels, and operating expenses related to our portfolio of apartment homes, and borrowings under our credit agreements. We routinely use our working capital credit facility, our unsecured revolving credit facility and issuances of commercial paper to temporarily fund certain investing and financing activities prior to arranging for longer-term financing or the issuance of equity or debt securities. During the past several years, proceeds from the sale of real estate have been used for both investing and financing activities as we continue to execute on maintaining a diversified portfolio. We expect to meet our short-term liquidity requirements generally through net cash provided by property operations and borrowings under our credit agreements and our unsecured commercial paper program. We expect to meet certain long-term liquidity requirements such as scheduled debt maturities, the repayment of financing on development activities, and potential property acquisitions, through net cash provided by property operations, secured and unsecured borrowings, the issuance of debt or equity securities, and/or the disposition of properties. We believe that our net cash provided by property operations and borrowings under our credit agreements and our unsecured commercial paper program will continue to be adequate to meet both operating requirements and the payment of dividends by the Company in accordance with REIT requirements. Likewise, the budgeted expenditures for improvements and renovations of certain properties are expected to be funded from property operations, borrowings under credit agreements, the issuance of debt or equity securities, and/or dispositions of properties. We have a shelf registration statement filed with theSecurities and Exchange Commission , or "SEC ," which provides for the issuance of common stock, preferred stock, depositary shares, debt securities, guarantees of debt securities, warrants, subscription rights, purchase contracts and units to facilitate future financing activities in the public capital markets. Access to capital markets is dependent on market conditions at the time of issuance. InJuly 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 inJuly 2017 . During the three and six months endedJune 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 ofJune 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. InJune 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 . InMarch 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 44 Table of Contents
holders of UDR common stock over the term of the forward sales agreements. InJune 2022 , the Company settled 2.1 million shares under the forward sales agreements at a forward price per share of$57.18 , 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$120.1 million . As ofJune 30, 2022 , 4.9 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 isMarch 30, 2023 . As described above, during the six months endedJune 30, 2022 , the Company settled 6.5 million shares in aggregate under previously announced forward sales agreements including under the ATM program for net proceeds of$351.0 million . Aggregate net proceeds from such forward sales, after deducting related expenses, were$350.3 million .
Future Capital Needs
Future development and redevelopment expenditures may be funded through unsecured or secured credit facilities, unsecured commercial paper, proceeds from the issuance of equity or debt securities, sales of properties, joint ventures, and, to a lesser extent, from cash flows provided by property operations. Acquisition activity in strategic markets may be funded through joint ventures, by the reinvestment of proceeds from the sale of properties, through the issuance of equity or debt securities, the issuance of operating partnership units and the assumption or placement of secured and/or unsecured debt. During the remainder of 2022, we have approximately$0.6 million of secured debt maturing, inclusive of principal amortization, and$325.0 million of unsecured debt maturing, comprised solely of unsecured commercial paper. We anticipate repaying the remaining debt with cash flow from our operations, proceeds from debt or equity offerings, proceeds from dispositions of properties, or from borrowings under our credit agreements and our unsecured commercial paper program. We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material.
Guarantor Subsidiary Summarized Financial Information
UDR has certain outstanding debt securities that are guaranteed byUnited Dominion Realty, L.P. (the "Operating Partnership"). With respect to this debt, as further outlined below, theOperating Partnership fully and unconditionally guarantees payment of any principal, premium and interest in full to the holders thereof.The Operating Partnership is a subsidiary of UDR, through which UDR conducts a significant portion of its business and holds a substantial amount of its assets. UDR also conducts business through other subsidiaries, including its taxable REIT subsidiaries. In addition to its ownership interest in theOperating Partnership , UDR holds interests in subsidiaries and joint ventures, owns and operates properties, issues securities from time to time and guarantees debt of certain of its subsidiaries. UDR, as the sole general partner of theOperating Partnership , owns 100 percent of theOperating Partnership's general partnership interests and approximately 95 percent of its limited partnership interests and, by virtue thereof, has the ability to control all of the day-to-day operations of theOperating Partnership . UDR has concluded that it is the primary beneficiary of, and therefore consolidates, theOperating Partnership .The Operating Partnership is the subsidiary guarantor of certain of our registered debt securities, including the$300 million of medium-term notes dueSeptember 2026 ,$300 million of medium-term notes dueJuly 2027 ,$300 million of medium-term notes dueJanuary 2028 ,$300 million of medium-term notes dueJanuary 2029 ,$600 million of medium-term notes dueJanuary 2030 ,$600 million of medium-term notes dueAugust 2031 ,$400 million of medium-term notes dueAugust 2032 ,$350 million of medium-term notes dueMarch 2033 ,$300 million of medium-term notes due inJune 2033 and$300 million of medium-term notes dueNovember 2034 .The Operating Partnership fully and unconditionally guarantees payment of any principal, premium and interest in full to the holders of the notes described above. The guarantee forms part of the indenture under which the notes were issued. If, for any reason, we do not make any required payment in respect of the notes when due, theOperating Partnership will cause the payment to be made to, or to the order of, the applicable paying agent on behalf of the trustee. Holders of the notes may enforce their rights under the guarantee directly against theOperating Partnership without first making a demand or taking action against UDR or any other person or entity.The Operating Partnership may, without the consent of the holders of the notes, assume all of our rights and obligations under the notes and, upon such assumption, we will be released from our liabilities under the indenture and the notes. 45
Table of Contents
The notes are UDR's unsecured general obligations and rank equally with all of UDR's other unsecured and unsubordinated indebtedness outstanding from time to time. As a result, our payment of amounts due on the notes is subordinated to all of our existing and future secured obligations to the extent of the value of the collateral pledged toward any such secured obligation. Our payment of amounts due on the notes also is effectively subordinated to all liabilities, whether secured or unsecured, of any of our non-guarantor subsidiaries because, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to such subsidiaries, we, as an equity holder of such subsidiaries, would not receive distributions from such subsidiaries until claims of any creditors of such subsidiaries are satisfied. The following tables present the summarized financial information for theOperating Partnership as ofJune 30, 2022 andDecember 31, 2021 , and for the three and six months endedJune 30, 2022 and 2021. The information presented below excludes eliminations necessary to arrive at the information on a consolidated basis (dollars in thousands): June 30, December 31, 2022 2021 Total real estate, net$ 2,432,426 $ 2,262,108 Cash and cash equivalents 10 21 Operating lease right-of-use assets 197,049 198,835 Other assets 91,152 96,553 Total assets$ 2,720,637 $ 2,557,517 Secured debt, net$ 143,521 $ 143,745 Notes payable to UDR (a) 1,208,199 972,283 Operating lease liabilities 192,213 193,892 Other liabilities 122,575 108,076 Total liabilities 1,666,508 1,417,996 Total capital$ 1,054,129 $ 1,139,521 Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Total revenue$ 124,606 $ 107,418 $ 245,404 $ 212,954 Property operating expenses (45,859) (45,963) (93,629) (90,766)
Real estate depreciation and amortization (38,182) (38,125)
(75,056) (78,348) Operating income/(loss) 40,565 23,330 76,719 43,840 Interest expense (a) (9,938) (8,124) (19,101) (16,196) Other income/(loss) 4,375 543 7,557 4,270 Net income/(loss)$ 35,002 $ 15,749 $ 65,175 $ 31,914
All
and
interest expense on notes payable to UDR for the three months ended
(a) 2022 and 2021, respectively, and
expense on notes payable to UDR for the six months endedJune 30, 2022 and 2021, respectively, eliminate upon consolidation of UDR's consolidated financial statements.
Critical Accounting Policies and Estimates and New Accounting Pronouncements
Our critical accounting policies are those having the most impact on the reporting of our financial condition and results and those requiring significant judgments and estimates. These policies include those related to (1) capital expenditures, (2) impairment of long-lived assets, (3) real estate investment properties, and (4) revenue recognition. Our critical accounting policies are described in more detail in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in UDR's Annual Report on Form 10-K, filed with theSEC onFebruary 15, 2022 . There have been no significant changes in our critical accounting policies from those reported in our Form 10-K filed with theSEC onFebruary 15, 2022 . With respect to these critical accounting policies, we believe that the application of judgments and assessments is consistently applied and produces financial information that fairly depicts the results of operations for all periods presented. 46 Table of Contents Statements of Cash Flows
The following discussion explains the changes in Net cash provided by/(used in) operating activities, Net cash provided by/(used in) investing activities, and Net cash provided by/(used in) financing activities that are presented in our Consolidated Statements of Cash Flows for the six months endedJune 30, 2022 and 2021. Operating Activities
For the six months endedJune 30, 2022 , our Net cash provided by/(used in) operating activities was$398.1 million , compared to$330.2 million for the comparable period in 2021. The increase in cash flow from operating activities was primarily due to an increase in net operating income, primarily driven by higher revenue per occupied home, and NOI from additional operating communities, including those acquired in 2022 and 2021, partially offset by changes in operating assets and liabilities.
Investing Activities
For the six months endedJune 30, 2022 , Net cash provided by/(used in) investing activities was$(575.1) million , compared to$(314.7) million for the comparable period in 2021. The increase in cash used in investing activities was primarily due to a decrease in proceeds from the sale of real estate, an increase in acquisitions during the current period, an increase in investments in unconsolidated joint ventures, an increase in spend for development of real estate assets, and an increase in capital expenditures and other major improvements, partially offset by an increase in distributions received from unconsolidated joint ventures and partnerships.
Acquisitions
In
In
In
InJune 2022 , the Company acquired a to-be-developed parcel of land, which included two operating retail components, located inRiverside, California for approximately$29.0 million . The Company increased its real estate assets owned by approximately$28.2 million and recorded$0.8 million of in-place lease intangibles.
Dispositions
The Company did not have any dispositions during the six months ended
Capital Expenditures We capitalize those expenditures that materially enhance the value of an existing asset or substantially extend the useful life of an existing asset. Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred. For the six months endedJune 30, 2022 , total capital expenditures of$82.8 million , or$1,554 per stabilized home, which in aggregate include recurring capital expenditures and major renovations, were spent across our portfolio, excluding development, as compared to$66.0 million , or$1,353 per stabilized home, for the comparable period in 2021.
The increase in total capital expenditures was primarily due to:
? an increase of 44.2%, or
major structural changes and/or architectural revisions to existing buildings;
47 Table of Contents
? an increase of 24.5%, or
kitchen and bath remodels and upgrades to common areas; and
? an increase of 13.5%, or
include asset preservation and turnover related expenditures.
The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development, for the six months endedJune 30, 2022 and 2021 (dollars in thousands except Per Home amounts): Per Home Six Months Ended June 30, Six Months Ended June 30, 2022 2021 % Change 2022 2021 % Change
Turnover capital expenditures$ 7,282 $ 6,489 12.2 %$ 137 $ 133 3.0 % Asset preservation expenditures 21,745 19,094 13.9 % 408 391 4.3 % Total recurring capital expenditures 29,027 25,583 13.5 % 545 525 3.8 % NOI enhancing improvements (a) 25,472 20,459 24.5 %
478 419 14.1 % Major renovations (b) 26,736 18,547 44.2 % 502 380 32.1 % Operations platform 1,561 1,402 11.3 % 29 29 - %
Total capital expenditures (c)$ 82,796 $ 65,991 25.5 %$ 1,554 $ 1,353 14.9 % Repair and maintenance expense$ 39,973 $ 32,070 24.6 %$ 750 $ 658 14.0 % Average home count (d) 53,306 48,772 9.3 %
(a) NOI enhancing improvements are expenditures that result in increased income
generation or decreased expense growth.
(b) Major renovations include major structural changes and/or architectural
revisions to existing buildings.
Total capital expenditures includes amounts capitalized during the year. Cash (c) paid for capital expenditures is impacted by the net change in related
accruals.
(d) Average number of homes is calculated based on the number of homes
outstanding at the end of each month.
We intend to continue to selectively add NOI enhancing improvements, which we believe will provide a return on investment in excess of our cost of capital. Our objective in redeveloping a community is twofold: we aim to meaningfully grow rental rates while also achieving cap rate compression through asset quality improvement.
AtJune 30, 2022 , our development pipeline consisted of six wholly-owned communities totaling 1,540 apartment homes, 363 of which have been completed, with a budget of$599.5 million , in which we have a gross carrying value of$400.8 million . The remaining homes are estimated to be completed between the third quarter of 2022 and the second quarter of 2024.
At
The Company recognizes income or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net income or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services to the communities held by the unconsolidated joint ventures and partnerships. The Company's Investment in and advances to unconsolidated joint ventures and partnerships, net, are accounted for under the equity method of accounting. For the six months endedJune 30, 2022 :
we made investments totaling
? and partnerships, including contributions of
unconsolidated investments under our Developer Capital Program ("DCP"), each of
which earns a preferred return;
? our proportionate share of the net income/(loss) of the joint ventures and
partnerships was
? we received cash distributions of
operating cash flows and$75.7 million were investing cash flows. 48 Table of Contents 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 six months endedJune 30, 2022 and 2021.
Financing Activities
For the six months ended
The following significant financing activities occurred during the six months
ended
settlement of 6.5 million shares of common stock under forward sales agreements
? for aggregate net proceeds, after deducting related expenses, of approximately
? net proceeds of
? payment of
Credit Facilities and Commercial Paper Program
The Company has a$1.3 billion unsecured revolving credit facility (the "Revolving Credit Facility") and a$350.0 million unsecured term loan (the "Term Loan"). The credit agreement for these facilities (the "Credit Agreement") allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to$2.5 billion , subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date ofJanuary 31, 2026 , with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date ofJanuary 31, 2027 . Based on the Company's current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 77.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 85 basis points. Depending on the Company's credit rating, the margin under the Revolving Credit Facility ranges from 70 to 140 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 75 to 160 basis points. Further, the Credit Agreement includes sustainability adjustments pursuant to which the applicable margin for the Revolving Credit Facility and the Term Loan may be reduced by up to two basis points afterSeptember 15, 2022 contingent upon the Company receiving green building certifications. As ofJune 30, 2022 , we had no outstanding borrowings under the Revolving Credit Facility, leaving$1.3 billion of unused capacity (excluding$2.6 million of letters of credit atJune 30, 2022 ), and$350.0 million of outstanding borrowings under the Term Loan. We have a working capital credit facility, which provides for a$75.0 million unsecured revolving credit facility (the "Working Capital Credit Facility") with a scheduled maturity date ofJanuary 12, 2024 . Based on the Company's current credit rating, the Working Capital Credit Facility has an interest rate equal to LIBOR plus a margin of 77.5 basis points. Depending on the Company's credit rating, the margin ranges from 70 to 140 basis points.
As of
The bank revolving credit facilities and the term loan are subject to customary financial covenants and limitations, all of which we were in compliance with atJune 30, 2022 . We have an unsecured commercial paper program. Under the terms of the program, we may issue unsecured commercial paper up to a maximum aggregate amount outstanding of$700.0 million . The notes are sold under customary terms inthe United States commercial paper market and rank pari passu with all of our other unsecured indebtedness. The notes are fully and unconditionally guaranteed by theOperating Partnership . As ofJune 30, 2022 , we had issued$325.0 million of commercial paper, for one month terms, at a weighted average annualized rate of 1.71%, leaving$375.0 million of unused capacity. 49 Table of Contents Interest Rate Risk We are exposed to interest rate risk associated with variable rate notes payable and maturing debt that has to be refinanced. We do not hold financial instruments for trading or other speculative purposes, but rather issue these financial instruments to finance our portfolio of real estate assets and operations. Interest rate sensitivity is the relationship between changes in market interest rates and the fair value of market rate sensitive assets and liabilities. Our earnings are affected as changes in short-term interest rates impact our cost of variable rate debt and maturing fixed rate debt. We had$417.9 million in variable rate debt that is not subject to interest rate swap contracts as ofJune 30, 2022 . If market interest rates for variable rate debt increased by 100 basis points, our interest expense for the six months endedJune 30, 2022 would increase by$2.4 million based on the average balance outstanding during the period. These amounts are determined by considering the impact of hypothetical interest rates on our borrowing cost. This analysis does not consider the effects of the adjusted level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, management would likely take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no change in our financial structure. The Company also utilizes derivative financial instruments to manage interest rate risk and generally designates these financial instruments as cash flow hedges. See Note 11, Derivatives and Hedging Activities, in the Notes to the UDR Consolidated Financial Statements included in this Report for additional discussion of derivative instruments. A presentation of cash flow metrics based on GAAP is as follows (dollars in thousands): Six Months EndedJune 30, 2022 2021
Net cash provided by/(used in) operating activities
330,157
Net cash provided by/(used in) investing activities (575,083) (314,737) Net cash provided by/(used in) financing activities
177,267 (3,521) Results of Operations
The following discussion explains the changes in results of operations that are presented in our Consolidated Statements of Operations for the three and six months endedJune 30, 2022 and 2021.
Net Income/(Loss) Attributable to Common Stockholders
Net income/(loss) attributable to common stockholders was$4.0 million ($0.01 per diluted share) for the three months endedJune 30, 2022 , as compared to$10.7 million ($0.04 per diluted share) for the comparable period in the prior year. The decrease resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:
an increase in depreciation expense of
? communities acquired in 2022 and 2021, partially offset by assets that became
fully depreciated in 2022 and 2021; and
an increase in losses from unconsolidated entities of
due to
? months ended
ended
one portfolio investment held by RETV I, SmartRent, Inc. ("SmartRent").
This was partially offset by:
an increase in total property NOI of
? revenue per occupied home, NOI from additional operating communities, including
those acquired in 2022 and 2021, and a decrease in rent concessions, partially
offset by an increase in property operating expenses. 50 Table of Contents Net income/(loss) attributable to common stockholders was$16.6 million ($0.05 per diluted share) for the six months endedJune 30, 2022 , as compared to$12.7 million ($0.04 per diluted share) for the comparable period in the prior year. The increase resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:
an increase in total property NOI of
? revenue per occupied home, NOI from additional operating communities, including
those acquired in 2022 and 2021, and a decrease in rent concessions, partially
offset by an increase in property operating expenses; and
a decrease in interest expense of
? of extinguishment costs from the prepayment of debt during the six months ended
This was partially offset by:
no gains recognized from the sale of real estate during the six months ended
?
operating community located in
an increase in depreciation expense of
? communities acquired in 2022 and 2021, partially offset by assets that became
fully depreciated in 2022 and 2021; and
an increase in losses from unconsolidated entities of
due to
? months ended
ended
one portfolio investment held by RETV I, SmartRent.
Apartment Community Operations
Our net income results are primarily from NOI generated from the operation of our apartment communities. The Company defines NOI, which is a non-GAAP financial measure, as rental income less direct property rental expenses. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense, which is calculated as 3.25% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs. Management considers NOI a useful metric for investors as it is a more meaningful representation of a community's continuing operating performance than net income as it is prior to corporate-level expense allocations, general and administrative costs, capital structure and depreciation and amortization. Although the Company considers NOI a useful measure of operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities as determined in accordance with GAAP. NOI excludes several income and expense categories as detailed in the reconciliation of NOI to Net income/(loss) attributable toUDR, Inc. below. 51
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The following table summarizes the operating performance of our total property NOI for each of the periods presented (dollars in thousands):
Three Months Ended Six Months Ended June 30, (a) June 30, (b) 2022 2021 % Change 2022 2021 % Change Same-Store Communities: Same-Store rental income$ 330,542 $ 296,847 11.4 %$ 650,170 $ 585,203 11.1 % Same-Store operating expense (c) (98,365) (94,393) 4.2 %
(195,753) (187,925) 4.2 % Same-Store NOI 232,177 202,454 14.7 % 454,417 397,278 14.4 % Non-Mature Communities/Other NOI: Stabilized, non-mature communities NOI (d) 18,750 2,958 NM * 39,528 5,191 NM * Acquired communities NOI 902 - N/A 902 - N/A Development communities NOI (55) (71) (22.5) % (495) (71) NM * Non-residential/other NOI (e) 2,781 1,965 41.5 % 4,136 4,094 1.0 % Sold and held for disposition communities NOI - 1,330 (100.0) % - 3,202 (100.0) % Total Non-Mature Communities/Other NOI 22,378 6,182 262.0 % 44,071 12,416 255.0 % Total property NOI$ 254,555 $ 208,636 22.0 %$ 498,488 $ 409,694 21.7 % * Not meaningful
(a) Same-Store consists of 47,734 apartment homes.
(b) Same-Store consists of 47,434 apartment homes.
(c) Excludes depreciation, amortization, and property management expenses.
Represents non-mature communities that have achieved 90% occupancy for three (d) consecutive months but do not meet the criteria to be included in Same-Store
Communities.
(e) Primarily non-residential revenue and expense and straight-line adjustment
for concessions.
The following table is our reconciliation of Net income/(loss) attributable toUDR, Inc. to total property NOI for each of the periods presented (dollars
in thousands): Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021
Net income/(loss) attributable to UDR, Inc.$ 5,084 $ 11,720 $ 18,789 $ 14,824 Joint venture management and other fees (1,419) (2,232)
(2,504) (3,847) Property management 11,952 9,273 23,528 18,268 Other operating expenses 5,027 4,373 9,739 8,808
Real estate depreciation and amortization 167,584 146,169 331,206 290,257 General and administrative 16,585 15,127 31,493 27,863 Casualty-related charges/(recoveries), net 1,074 (2,463) 309 3,114 Other depreciation and amortization 3,016 2,602 6,091 5,203 (Gain)/loss on sale of real estate owned - - - (50,829) (Income)/loss from unconsolidated entities 11,229 (9,751) 5,817 (14,673) Interest expense 36,832 35,404 72,748 113,560 Interest income and other (income)/expense, net (3,001) (2,536) (561) (4,593) Tax provision/(benefit), net 312 135 655 754 Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership 272 807 1,151 961 Net income/(loss) attributable to noncontrolling interests 8 8 27 24 Total property NOI$ 254,555 $ 208,636 $ 498,488 $ 409,694 Same-Store Communities OurSame-Store Community properties, those acquired, developed, and stabilized prior toApril 1, 2021 (for quarter-to-date comparison) andJanuary 1, 2021 (for year-to-date comparison) and held onJune 30, 2022 consisted of 47,734 and 47,434 apartment homes and provided 91.2% and 91.2% of our total NOI for the three and six months endedJune 30, 2022 , respectively. 52
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Three Months Ended
NOI for ourSame-Store Community properties increased 14.7%, or$29.7 million , for the three months endedJune 30, 2022 compared to the same period in 2021. The increase in property NOI was attributable to an 11.4%, or$33.7 million , increase in property rental income, partially offset by a 4.2%, or$4.0 million , increase in operating expenses. The increase in property rental income was primarily driven by an 8.5%, or$24.3 million , increase in rental rates, a$7.3 million decrease in rent concessions and a 12.5%, or$4.1 million , increase in reimbursement and ancillary and fee income, partially offset by a$1.4 million increase in occupancy loss. Weighted average physical occupancy stayed the same at 97.1% and total monthly income per occupied home increased by 11.4% to$2,134 . The increase in operating expenses was primarily driven by a 14.6%, or$2.4 million , increase in repair and maintenance expense due to the increased use of third party vendors as a result of an increase in the number of homes that turned as well as the impact of inflation on those third party vendor costs, a 26.6%, or$1.2 million , increase in insurance expense due to increased claims, and a 7.9%, or$0.9 million , increase in utilities, which was primarily due an increase in energy costs. The operating margin (property net operating income divided by property rental income) was 70.2% and 68.2% for the three months endedJune 30, 2022 and 2021, respectively.
Six Months Ended
NOI for ourSame-Store Community properties increased 14.4%, or$57.1 million , for the six months endedJune 30, 2022 compared to the same period in 2021. The increase in property NOI was attributable to an 11.1%, or$65.0 million , increase in property rental income, partially offset by a 4.2%, or$7.8 million , increase in operating expenses. The increase in property rental income was primarily driven by a 6.9%, or$39.1 million , increase in rental rates, a$4.2 million decrease in our bad debt expense related to multifamily tenant lease receivables, a$13.0 million decrease in rent concessions, a$1.1 million decrease in occupancy loss and an 11.2%, or$7.1 million , increase in reimbursement and ancillary and fee income. Weighted average physical occupancy increased by 0.5% to 97.2% and total monthly income per occupied home increased by 10.6% to$2,350 . The increase in operating expenses was primarily driven by a 12.0%, or$3.8 million , increase in repair and maintenance expense due to the increased use of third party vendors as a result of an increase in the number of homes that turned as well as the impact of inflation on those third party vendor costs, a 31.9%, or$2.9 million , increase in insurance expense due to increased claims, and a 7.9%, or$1.9 million , increase in utilities, which was primarily due an increase in energy costs. The operating margin (property net operating income divided by property rental income) was 69.9% and 67.9% for the six months endedJune 30, 2022 and 2021, respectively. Non-Mature Communities/Other
UDR's Non-Mature Communities/Other represent those communities that do not meet the criteria to be included in Same-Store Communities, which include communities recently developed or acquired, redevelopment properties, sold or held for disposition properties, and non-apartment components of mixed use properties.
Three Months Ended
The remaining 8.8%, or$22.4 million , of our total NOI during the three months endedJune 30, 2022 was generated from our Non-Mature Communities/Other. NOI from Non-Mature Communities/Other increased by 262.0%, or$16.2 million , for the three months endedJune 30, 2022 as compared to the same period in 2021. The increase was primarily attributable to a$15.8 million increase in stabilized, non-mature communities NOI due to operating communities acquired in 2022 and 2021, partially offset by a$1.3 million decrease in sold and held for disposition communities.
Six Months Ended
The remaining 8.8%, or$44.1 million , of our total NOI during the six months endedJune 30, 2022 was generated from our Non-Mature Communities/Other. NOI from Non-Mature Communities/Other increased by 255.0%, or$31.7 million , 53
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for the six months endedJune 30, 2022 as compared to the same period in 2021. The increase was primarily attributable to a$34.3 million increase in stabilized, non-mature communities NOI due to operating communities acquired in 2022 and 2021, partially offset by a$3.2 million decrease in sold and held for disposition communities.
Real estate depreciation and amortization
For the three months ended
For the six months ended
Gain/(Loss) on sale of real estate owned
During the six months endedJune 30, 2022 , the Company did not recognize any gains from the sale of real estate. During the six months endedJune 30, 2021 , the Company recognized a gain of$50.8 million from the sale of an operating community located inAnaheim, California .
Income/(loss) from unconsolidated entities
For the three months endedJune 30, 2022 and 2021, the Company recognized income/(loss) from unconsolidated entities of$(11.2) million and$9.8 million , respectively. The decrease in 2022 as compared to 2021 was primarily attributable to$(16.4) million of investment income/(loss) from RETV I during the three months endedJune 30, 2022 as compared to$6.1 million during the three months endedJune 30, 2021 , which primarily related to unrealized gains/(losses) from one portfolio investment held by RETV I, SmartRent. For the six months endedJune 30, 2022 and 2021, the Company recognized income/(loss) from unconsolidated entities of$(5.8) million and$14.7 million , respectively. The decrease in 2022 as compared to 2021 was primarily attributable to$(26.6) million of investment income/(loss) from RETV I during the six months endedJune 30, 2022 as compared to$8.1 million during the six months endedJune 30, 2021 , which primarily related to unrealized gains/(losses) from one portfolio investment held by RETV I, SmartRent. The decrease was partially offset by$10.6 million of net variable upside participation recorded on the sale of a DCP community.
Interest expense
For the six months endedJune 30, 2022 and 2021, the Company recognized interest expense of$72.7 million and$113.6 million , respectively. The decrease in 2022 as compared to 2021 was primarily due to$42.0 million of extinguishment costs from the prepayment of debt during the six months endedJune 30, 2021 , as compared to none for the six months endedJune 30, 2022 .
Inflation
Inflation primarily impacts our results of operations as a result of wage pressures and increases in utilities and repair and maintenance costs. In addition, inflation could also impact our general and administrative expenses, the interest on our debt if variable or refinanced in a high-inflationary environment, and our cost of development, redevelopment or maintenance activities including if materials are not purchased or contractually locked in advance of such increases. However, the majority of our apartment leases have initial terms of 12 months or less, which generally enables us to compensate for inflationary effects by increasing rents on our apartment homes. Although an extreme escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this had a material impact on our results for the three and six months endedJune 30, 2022 . 54
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Funds from Operations, Funds from Operations as Adjusted, and Adjusted Funds from Operations
Funds from Operations Funds from operations ("FFO") attributable to common stockholders and unitholders is defined as Net income/(loss) attributable to common stockholders (computed in accordance with GAAP), excluding impairment write-downs of depreciable real estate related to the main business of the Company or of investments in non-consolidated investees that are directly attributable to decreases in the fair value of depreciable real estate held by the investee, gains and losses from sales of depreciable real estate related to the main business of the Company and income taxes directly associated with those gains and losses, plus real estate depreciation and amortization, and after adjustments for noncontrolling interests, and the Company's share of unconsolidated partnerships and joint ventures. This definition conforms with theNational Association of Real Estate Investment Trust's ("Nareit") definition issued inApril 2002 and restated inNovember 2018 . Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, Nareit created FFO as a supplemental measure of a REIT's operating performance. In the computation of diluted FFO, if OP Units, DownREIT Units, unvested restricted stock, unvested LTIP Units, stock options, and the shares of Series E Cumulative Convertible Preferred Stock are dilutive, they are included in the diluted share count. Management considers FFO a useful metric for investors as the Company uses FFO in evaluating property acquisitions and its operating performance, and believes that FFO should be considered along with, but not as an alternative to, net income and cash flow as a measure of the Company's activities in accordance with GAAP. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of funds available to fund our cash needs.
Funds from Operations as Adjusted
FFO as Adjusted ("FFOA") attributable to common stockholders and unitholders is defined as FFO excluding the impact of non-comparable items including, but not limited to, acquisition-related costs, prepayment costs/benefits associated with early debt retirement, impairment write-downs or gains and losses on sales of real estate or other assets incidental to the main business of the Company and income taxes directly associated with those gains and losses, casualty-related expenses and recoveries, severance costs and legal and other costs. Management believes that FFOA is useful supplemental information regarding our operating performance as it provides a consistent comparison of our operating performance across time periods and enables investors to more easily compare our operating results with other REITs. FFOA is not intended to represent cash flow or liquidity for the period, and is only intended to provide an additional measure of our operating performance. We believe that Net income/(loss) attributable to common stockholders is the most directly comparable GAAP financial measure to FFOA. However, other REITs may use different methodologies for calculating FFOA or similar FFO measures and, accordingly, our FFOA may not always be comparable to FFOA or similar FFO measures calculated by other REITs. FFOA should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity.
Adjusted Funds from Operations
Adjusted FFO ("AFFO") attributable to common stockholders and unitholders is defined as FFOA less recurring capital expenditures on consolidated communities that are necessary to help preserve the value of and maintain functionality at our communities. Therefore, management considers AFFO a useful supplemental performance metric for investors as it is more indicative of the Company's operational performance than FFO or FFOA. AFFO is not intended to represent cash flow or liquidity for the period, and is only intended to provide an additional measure of our operating performance. We believe that Net income/(loss) attributable to common stockholders is the most directly comparable GAAP financial measure to AFFO. Management believes that AFFO is a widely recognized measure of the operations of REITs, and presenting AFFO enables investors to assess our performance in comparison to other REITs. However, other REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not always be comparable to AFFO calculated by other REITs. AFFO should not be considered as an alternative to net income/(loss) (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flow from 55
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operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions.
The following table outlines our reconciliation of Net income/(loss)
attributable to common stockholders to FFO, FFOA, and AFFO for the three and six
months ended
Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Net income/(loss) attributable to common stockholders$ 3,975 $ 10,663 $ 16,588 $ 12,711 Real estate depreciation and amortization 167,584 146,169 331,206 290,257 Noncontrolling interests 280 815 1,178 985 Real estate depreciation and amortization on unconsolidated joint ventures 7,489 7,930 15,113 16,135 Net gain on the sale of unconsolidated depreciable property - - - (2,460) Net gain on the sale of depreciable real estate owned, net of tax - - - (50,778) FFO attributable to common stockholders and unitholders, basic$ 179,328 $ 165,577 $ 364,085 $ 266,850 Distributions to preferred stockholders - Series E (Convertible) 1,109 1,057 2,201 2,113 FFO attributable to common stockholders and unitholders, diluted$ 180,437 $ 166,634 $ 366,286 $ 268,963 Income/(loss) per weighted average common share, diluted$ 0.01 $ 0.04 $ 0.05 $ 0.04 FFO per weighted average common share and unit, basic$ 0.53 $ 0.52 $ 1.07 $ 0.84 FFO per weighted average common share and unit, diluted$ 0.52 $ 0.52 $ 1.06 $ 0.83 Weighted average number of common shares and OP/DownREIT Units outstanding - basic 339,885 319,139 339,715 319,038 Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding - diluted 344,024 323,010
344,044 322,613
Impact of adjustments to FFO: Debt extinguishment and other associated costs $ - $ - $ -$ 41,950 Debt extinguishment and other associated costs on unconsolidated joint ventures - - - 1,682 Variable upside participation on DCP, net - - (10,622) - Legal and other 709 590 1,483 1,219 Realized (gain)/loss on real estate technology investments, net of tax (5,886) 214 (8,124) (447) Unrealized (gain)/loss on real estate technology investments, net of tax 20,676 (6,895) 36,307 (7,662) Severance costs - 140 - 608 Casualty-related charges/(recoveries), net 1,074 (2,292)
309 3,285
$ 16,573 $ (8,243) $ 19,353 $ 40,635 FFOA attributable to common stockholders and unitholders, diluted$ 197,010 $ 158,391
FFOA per weighted average common share and unit, diluted$ 0.57 $ 0.49
Recurring capital expenditures (18,411) (15,829) (30,215) (25,583) AFFO attributable to common stockholders and unitholders, diluted$ 178,599 $ 142,562
AFFO per weighted average common share and unit, diluted$ 0.52 $ 0.44 $ 1.03 $ 0.88 56 Table of Contents
The following table is our reconciliation of FFO share information to weighted
average common shares outstanding, basic and diluted, reflected on the UDR
Consolidated Statements of Operations for the three and six months ended
Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Weighted average number of common shares and OP/DownREIT Units outstanding - basic 339,885 319,139 339,715 319,038 Weighted average number of OP/DownREIT Units outstanding (21,534) (22,550) (21,534) (22,474) Weighted average number of common shares outstanding - basic per the Consolidated Statements of Operations 318,351 296,589
318,181 296,564
Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding - diluted 344,024 323,010 344,044 322,613 Weighted average number of OP/DownREIT Units outstanding (21,534) (22,550) (21,534) (22,474) Weighted average number of Series E Cumulative Convertible Preferred shares outstanding (2,918) (2,918) (2,918) (2,918) Weighted average number of common shares outstanding - diluted per the Consolidated Statements of Operations 319,572 297,542
319,592 297,221
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