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Section 1: 8-K (8-K)

udr_ER_Current_Folio_8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 8-K


 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): April 25, 2018

 


 

UDR, Inc.

(Exact name of registrant as specified in its charter)

 


 

 

 

 

 

 

Maryland

 

1-10524

 

54-0857512

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

1745 Shea Center Drive, Suite 200,
Highlands Ranch, Colorado

 

 

 

80129

(Address of principal executive offices)

 

 

 

(Zip Code)

 

Registrant’s telephone number, including area code: (720) 283-6120

 

Not Applicable

Former name or former address, if changed since last report

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company          ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

 


 

Item 2.02 Results of Operations and Financial Condition.

 

On April 25, 2018, UDR, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2018. This press release is furnished as Exhibit 99.1 to this Report and refers to supplemental financial information that is available on the Company’s website and furnished as Exhibit 99.2 to this Report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

 Ex. No.

    

 Description

 99.1

 

 Earnings press release dated April 25,  2018.

 99.2

 

 Supplemental Financial Information dated April 25, 2018.

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

UDR, Inc.

 

 

 

 

 April 25, 2018

 

By:

 

 /s/ Joseph D. Fisher

 

 

 

 

 Joseph D. Fisher

 

 

 

 

 Senior Vice President and Chief Financial Officer

 

 

 

 

 (Principal Financial Officer)

 

 


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Section 2: EX-99.1 (EX-99.1)

udr_Ex99_1

 

 

 

 

 

Image - Image1.jpeg

 

Exhibit 99.1

 

Press Release

 

 

 

 

DENVER, CO - April 25, 2018

 

 

Contact: Chris Van Ens

 

 

 

 

Phone:   720.348.7762

 

UDR ANNOUNCES FIRST QUARTER 2018 RESULTS

 

UDR, Inc. (the “Company”) First Quarter 2018 Highlights:

·

Net income per share was $0.30, Funds from Operations (“FFO”) per share was $0.47, FFO as Adjusted (“FFOA”) per share was $0.47, and Adjusted Funds from Operations (“AFFO”) per share was $0.45.

·

Net income attributable to common stockholders was $80.8 million as compared to $25.0 million in the prior year period. The increase was primarily due to higher gains on the sale of real estate.

·

Year-over-year same-store (“SS”) revenue, expense and net operating income (“NOI”) growth was 3.0 percent, 3.6 percent and 2.7 percent, respectively.

·

Invested $20.0 million into Alameda Point, a 220-home Developer Capital Program (“DCP”) project located in Alameda, CA through a secured note. At quarter end, the Company’s DCP investment totaled $159.3 million.

·

Repurchased approximately 593 thousand common shares at an average price of $33.69 for approximately $20.0 million.

·

Elected Thomas W. Toomey as Chairman of the Company’s Board, in addition to his responsibilities as Chief Executive Officer and President, effective January 1, 2018. Contemporaneously, James D. Klingbeil was elected Lead Independent Director of the Board.

·

Reaffirmed full-year 2018 earnings and same-store guidance ranges.

 

 

 

 

 

Q1 2018

Q1 2017

Net income per common share, diluted

$0.30

$0.09

Conversion from GAAP share count

(0.028)

(0.009)

Net gain on the sale of depreciable real estate owned

(0.237)

(0.043)

Cumulative effect of change in accounting principle

(0.007)

-

Depreciation and amortization

0.413

0.400

Noncontrolling interests and preferred dividends

0.028

0.011

FFO per common share and unit, diluted

$0.47

$0.45

Cost/(benefit) associated with debt extinguishment and other

-

0.005

Net gain on the sale of non-depreciable real estate owned

-

(0.005)

Casualty-related charges/(recoveries), including JVs, net

0.003

(0.001)

FFOA per common share and unit, diluted

$0.47

$0.45

Recurring capital expenditures

(0.022)

(0.023)

AFFO per common share and unit, diluted

$0.45

$0.43

A reconciliation of FFO, FFOA and AFFO to GAAP Net income attributable to common stockholders can be found on Attachment 2 of the Company’s first quarter Supplemental Financial Information.

1


 

 

 

Operations

 

In the first quarter, total revenue increased by $9.5 million, or 3.9 percent, to $253.3 million. This increase was primarily attributable to growth in revenue from same-store communities, stabilized, non-mature and development communities.

In the first quarter, same-store NOI increased 2.7 percent year-over-year and was driven by same-store revenue growth of 3.0 percent and a 3.6 percent increase in same-store expenses. Weighted average same-store physical occupancy increased by 30 basis points year-over-year at 96.9 percent. The first quarter annualized rate of turnover was 40.0 percent, representing a 120 basis point decline year-over-year.

Summary of Same-Store Results First Quarter 2018 versus First Quarter 2017

 

 

 

 

 

 

 

Region

Revenue Growth

Expense

Growth/

(Decline)

NOI Growth/

(Decline)

% of Same‑Store

Portfolio(1)

Same-Store

Occupancy(2)

Number of Same-Store Homes(3)

 

 

 

 

 

 

 

West

4.1%
1.8%
4.8%
44.0%
96.4%
13,698

Mid-Atlantic

2.3%
6.4%
0.5%
23.7%
97.4%
10,480

Northeast

0.4%
4.2%

  (1.2)%

15.9%
97.4%
3,493

Southeast

4.8%

      (0.1)%

7.1%
12.6%
96.8%
7,683

Southwest

0.9%
8.2%

  (3.4)%

3.8%
96.3%
2,923

Total

3.0%
3.6%
2.7%
100.0%
96.9%
38,277

(1)Based on Q1 2018 NOI.

(2)Weighted average same-store occupancy for the quarter.

(3)During the first quarter, 38,277 apartment homes were classified as same-store. The Company defines QTD SS Communities as those communities stabilized for five full consecutive quarters. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the quarter in the prior year, were not in process of any substantial redevelopment activities, and not held for disposition.

 

Sequential same-store NOI increased by 0.5 percent in the first quarter of 2018 on same-store revenue growth of 1.0 percent and a 2.4 percent increase in same-store expenses. Weighted average same-store physical occupancy increased by 20 basis points sequentially to 96.9 percent.

Development and Redevelopment Activity

At the end of the first quarter, the Company’s development pipeline totaled $810.5 million at its pro-rata ownership interest. Of this total, 91 percent had been funded. All of the Company’s development communities were in lease-up as of the end of the first quarter. The development pipeline is currently expected to produce a weighted average spread between stabilized yields and current market cap rates of 150 to 200 basis points.

DCP

At the end of the first quarter, the Company’s DCP investment, including accrued return, totaled $159.3 million. Activity during the first quarter consisted of:

·

Invested $20.0 million into Alameda Point, a 220-home project located in Alameda, CA, through a secured note.

·

Agreed to transition OLiVE DTLA, a 293-home, $129.4 million West Coast Development Joint Venture (“WCDJV”) community located in Los Angeles, from a DCP project into a long-term hold.

Wholly-Owned Transactional Activity

During the first quarter, the Company sold Pacific Shores, a 264-home community located in Orange County, for $90.5 million or $342,800 per home. At the time of the sale, the community had a weighted average monthly revenue per occupied home of $2,053 and was 47 years old.

2


 

 

Capital Markets and Balance Sheet

 

During the first quarter, the Company repurchased approximately 593 thousand common shares at an average price of $33.69 for approximately $20.0 million.  

At March 31, 2018, the Company had approximately $843.4 million of availability, through a combination of cash and undrawn capacity, on its credit facilities.

The Company’s total indebtedness at March 31, 2018 was $3.7 billion. The Company ended the quarter with fixed-rate debt representing 86.7 percent of its total debt, a total blended interest rate of 3.7 percent and a weighted average maturity of 5.1 years. The Company’s consolidated leverage was 33.1 percent versus 32.9 percent a year ago, its consolidated net‑debt-to-EBITDAre was flat year-over-year at 5.8x and its consolidated fixed charge coverage ratio was 4.5x versus 4.4x a year ago.

Board of Directors

 

The Company’s Board of Directors elected Thomas W. Toomey to the position of Chairman of the Board, effective January 1, 2018, in addition to his current responsibilities as the Company’s Chief Executive Officer and President. James D. Klingbeil, who had served as Chairman since 2010, was elected Lead Independent Director of the Board.

Dividend

 

As previously announced, the Company’s Board of Directors declared a regular quarterly dividend on its common stock for the first quarter of 2018 in the amount of $0.3225 per share. The dividend will be paid in cash on April 30, 2018 to UDR common stockholders of record as of April 9, 2018. The first quarter 2018 dividend represented the 182nd consecutive quarterly dividend paid by the Company on its common stock.

 

3


 

 

Outlook

 

For the second quarter of 2018, the Company has established the following earnings guidance ranges:

 

 

 

 

 

 

 

Net income per share

    

$0.07 to $0.09

 

 

    

 

 

 

 

 

 

 

 

FFO per share

 

$0.47 to $0.49

 

 

 

 

 

 

 

 

 

 

 

FFOA per share

 

$0.47 to $0.49

 

 

 

 

 

 

 

 

 

 

 

AFFO per share

 

$0.43 to $0.45

 

 

 

 

 

 

For the full-year 2018, the Company reaffirmed the following earnings guidance ranges:

 

 

 

 

 

 

 

Net income per share

    

$0.50 to $0.54

 

 

    

 

 

 

 

 

 

 

 

FFO per share

 

$1.91 to $1.95

 

 

 

 

 

 

 

 

 

 

 

FFOA per share

 

$1.91 to $1.95

 

 

 

 

 

 

 

 

 

 

 

AFFO per share

 

$1.76 to $1.80

 

 

 

 

 

 

For the full-year 2018, the Company reaffirmed the following same-store growth guidance ranges:

 

 

 

 

 

 

 

Revenue

    

2.50% to 3.50%

 

 

    

 

 

 

 

 

 

 

 

Expense

 

2.50% to 3.50%

 

 

 

 

 

 

 

 

 

 

 

Net operating income

 

2.50% to 3.50%

 

 

 

 

 

 

 

Additional assumptions for the Company’s second quarter and full-year 2018 guidance can be found on Attachment 15 of the Company’s first quarter Supplemental Financial Information. A reconciliation of FFO per share, FFOA per share and AFFO per share to GAAP Net income per share can be found on Attachment 16(D) of the Company’s first quarter Supplemental Financial Information. Non-GAAP financial measures and other terms, as used in this earnings release, are defined and further explained on Attachments 16(A) through 16(D), “Definitions and Reconciliations,” of the Company’s first quarter Supplemental Financial Information.

4


 

Supplemental Information

 

The Company offers Supplemental Financial Information that provides details on the financial position and operating results of the Company which is available on the Company's website at ir.udr.com.

 

Conference Call and Webcast Information

 

UDR will host a webcast and conference call at 12:00 p.m. Eastern Time on April 26, 2018 to discuss first quarter results. The webcast will be available on UDR's website at ir.udr.com. To listen to a live broadcast, access the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software.

 

To participate in the teleconference dial 877-705-6003 for domestic and 201-493-6725 for international. A passcode is not necessary.

 

A replay of the conference call will be available through May 26, 2018, by dialing 844-512-2921 for domestic and 412-317-6671 for international and entering the confirmation number, 13678176, when prompted for the passcode.

 

A replay of the call will also be available for 30 days on UDR's website at ir.udr.com.

Full Text of the Earnings Report and Supplemental Data

 

Internet -- The full text of the earnings report and Supplemental Financial Information will be available on the Company’s website at ir.udr.com.  

 

Mail -- For those without Internet access, the first quarter 2018 earnings report and Supplemental Financial Information will be available by mail or fax, on request. To receive a copy, please call UDR Investor Relations at 720-348-7762.

 

5


 

Forward Looking Statements

 

Certain statements made in this press release may constitute “forward-looking statements.” Words such as “expects,” “intends,” “believes,” “anticipates,” “plans,” “likely,” “will,” “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. Such factors include, among other things, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning the availability of capital and the stabilization of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments and redevelopments, delays in completing lease-ups on schedule or at expected rent and occupancy levels, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures and partnerships with third parties, expectations that automation will help grow net operating income, expectations on annualized net operating income and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time, including the Company's Annual Report on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Actual results may differ materially from those described in the forward-looking statements. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this press release, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in the Company's 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 under the U.S. securities laws.

 

About UDR, Inc. 

UDR, Inc. (NYSE: UDR), an S&P 500 company, is a leading multifamily real estate investment trust with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of March 31, 2018, UDR owned or had an ownership position in 49,464 apartment homes including 1,953 homes under development or in its Developer Capital Program – WCDJV. For over 46 years, UDR has delivered long-term value to shareholders, the best standard of service to residents and the highest quality experience for associates.

 

 

6


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Section 3: EX-99.1 PDF (EX-99.1 PDF)

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Note: This PDF document represents an unofficial copy of information contained within this document, as allowed by the recent EDGAR system modernization.
SNL Interactive cannot take responsibility for the integrity of this file or its appearance, layout, or legibility. It is provided as is by the filer of this document.

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Section 4: EX-99.2 (EX-99.2)

udr_Ex99_2

Exhibit 99.2

Financial Highlights

 

UDR, Inc.

As of End of First Quarter 2018

(Unaudited) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual Results

 

 

 

Guidance as of March 31, 2018

Dollars in thousands, except per share and unit

 

 

 

1Q 2018

 

 

 

2Q 2018

 

Full-Year 2018

 

 

 

 

 

 

 

 

 

 

 

GAAP Metrics

 

 

 

 

 

 

 

 

 

 

Net income/(loss) attributable to UDR, Inc.

 

 

 

$81,756

 

 

 

--

 

--

Net income/(loss) attributable to common stockholders

 

 

 

$80,801

 

 

 

--

 

--

Income/(loss) per weighted average common share, diluted

 

 

 

$0.30

 

 

 

$0.07 to $0.09

 

$0.50 to $0.54

 

 

 

 

 

 

 

 

 

 

 

Per Share Metrics

 

 

 

 

 

 

 

 

 

 

FFO per common share and unit, diluted

 

 

 

$0.47

 

 

 

$0.47 to $0.49

 

$1.91 to $1.95

FFO as Adjusted per common share and unit, diluted

 

 

 

$0.47

 

 

 

$0.47 to $0.49

 

$1.91 to $1.95

Adjusted Funds from Operations ("AFFO") per common share and unit, diluted

 

 

 

$0.45

 

 

 

$0.43 to $0.45

 

$1.76 to $1.80

Dividend declared per share and unit

 

 

 

$0.32

 

 

 

$0.3225

 

$1.29 (2)

 

 

 

 

 

 

 

 

 

 

 

Same-Store Operating Metrics

 

 

 

 

 

 

 

 

 

 

Revenue growth

 

 

 

3.0%

 

 

 

--

 

2.50% - 3.50%

Expense growth

 

 

 

3.6%

 

 

 

--

 

2.50% - 3.50%

NOI growth

 

 

 

2.7%

 

 

 

--

 

2.50% - 3.50%

Physical Occupancy

 

 

 

96.9%

 

 

 

--

 

96.7% - 96.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property Metrics

 

 

 

Homes

 

Communities

 

% of Total NOI

 

 

Same-Store

 

 

 

38,277

 

122

 

84.7%

 

 

Stabilized, Non-Mature

 

 

 

1,157

 

4

 

2.3%

 

 

Acquired Communities

 

 

 

-

 

-

 

-

 

 

Redevelopment

 

 

 

-

 

-

 

-

 

 

Development, completed

 

 

 

400

 

-

 

0.2%

 

 

Non-Residential / Other

 

 

 

N/A

 

N/A

 

1.7%

 

 

Sold and Held for Disposition

 

 

 

-

 

-

 

0.3%

 

 

Joint Venture (includes completed JV developments) (3)

 

 

 

7,677

 

30

 

10.8%

 

 

Sub-total, completed homes

 

 

 

47,511

 

156

 

100%

 

 

Under Development

 

 

 

701

 

2

 

-

 

 

Joint Venture Development

 

 

 

435

 

2

 

-

 

 

Developer Capital Program - West Coast Development JV

 

 

 

817

 

3

 

-

 

 

Total expected homes (3)(4)

 

 

 

49,464

 

163

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Metrics (adjusted for non-recurring items)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1Q 2018

 

1Q 2017

 

 

 

 

Consolidated Interest Coverage Ratio

 

 

 

4.6x

 

4.5x

 

 

 

 

Consolidated Fixed Charge Coverage Ratio

 

 

 

4.5x

 

4.4x

 

 

 

 

Consolidated Debt as a percentage of Total Assets

 

 

 

33.1%

 

32.9%

 

 

 

 

Consolidated Net Debt-to-EBITDAre

 

 

 

5.8x

 

5.8x

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

C:\Users\bmaas\Desktop\Financial Highlights Pic 1Q18.JPG


(1)

See Attachment 16 for definitions and other terms.

(2)

Annualized for 2018.

(3)

Joint venture NOI is based on UDR's share.  Homes and communities at 100%.

(4)

Excludes 1,042 homes that are part of the Developer Capital Program – Other as described in Attachment 12(B).

 

1


 

Picture 9

Attachment 1

 

UDR, Inc.

Consolidated Statements of Operations

(Unaudited) (1)

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

In thousands, except per share amounts

 

2018

 

2017

 

 

 

 

 

REVENUES:

 

 

 

 

Rental income

 

$
250,483

 

$
241,271

Joint venture management and other fees

 

2,822

 

2,570

Total revenues

 

253,305

 

243,841

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

Property operating and maintenance

 

40,587

 

39,600

Real estate taxes and insurance

 

33,282

 

30,188

Property management

 

6,888

 

6,635

Other operating expenses

 

2,009

 

1,691

Real estate depreciation and amortization

 

108,136

 

105,032

General and administrative

 

11,759

 

13,075

Casualty-related charges/(recoveries), net

 

940

 

502

Other depreciation and amortization

 

1,691

 

1,608

Total operating expenses

 

205,292

 

198,331

 

 

 

 

 

Operating income

 

48,013

 

45,510

 

 

 

 

 

Income/(loss) from unconsolidated entities (2)

 

(1,677)

 

11,198

 

 

 

 

 

Interest expense

 

(29,943)

 

(29,023)

(Cost)/benefit associated with debt extinguishment and other

 

 -

 

(1,516)

Total interest expense

 

(29,943)

 

(30,539)

Interest income and other income/(expense), net

 

2,759

 

427

 

 

 

 

 

Income/(loss) before income taxes and gain/(loss) on sale of real estate owned

 

19,152

 

26,596

Tax (provision)/benefit, net

 

(227)

 

(332)

 

 

 

 

 

Income/(loss) from continuing operations

 

18,925

 

26,264

Gain/(loss) on sale of real estate owned, net of tax

 

70,300

 

2,132

 

 

 

 

 

Net income/(loss)

 

89,225

 

28,396

Net (income)/loss attributable to redeemable noncontrolling interests in the OP and DownREIT Partnership

 

(7,390)

 

(2,338)

Net (income)/loss attributable to noncontrolling interests

 

(79)

 

(91)

 

 

 

 

 

Net income/(loss) attributable to UDR, Inc.

 

81,756

 

25,967

Distributions to preferred stockholders - Series E (Convertible)

 

(955)

 

(929)

 

 

 

 

 

Net income/(loss) attributable to common stockholders

 

$
80,801

 

$
25,038

 

 

 

 

 

 

 

 

 

 

Income/(loss) per weighted average common share - basic:

 

$ 0.30

 

$ 0.09

Income/(loss) per weighted average common share - diluted:

 

$ 0.30

 

$ 0.09

 

 

 

 

 

Common distributions declared per share

 

$0.3225

 

$0.3100

 

 

 

 

 

Weighted average number of common shares outstanding - basic

 

267,546

 

266,790

Weighted average number of common shares outstanding - diluted

 

269,208

 

268,688

(1)

See Attachment 16 for definitions and other terms.

(2)

During the three months ended March 31, 2017, UDR exercised its fixed price option to acquire CityLine, a West Coast Development JV community in Seattle, WA, and recorded a $12.2 million gain on consolidation.

 

2


 

Picture 9

Attachment 2

 

UDR, Inc.

Funds From Operations

(Unaudited) (1)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

In thousands, except per share and unit amounts

 

 

2018

 

2017

 

 

 

 

 

 

 

Net income/(loss) attributable to common stockholders

 

$

80,801

 

$

25,038

 

 

 

 

 

 

 

Real estate depreciation and amortization

 

 

108,136

 

 

105,032

Noncontrolling interests

 

 

7,469

 

 

2,429

Real estate depreciation and amortization on unconsolidated joint ventures

 

 

14,340

 

 

13,767

Cumulative effect of change in accounting priniciple (2)

 

 

(2,100)

 

 

 -

Net gain on the sale of unconsolidated depreciable property

 

 

 -

 

 

(12,158)

Net gain on the sale of depreciable real estate owned

 

 

(70,300)

 

 

(552)

Funds from operations ("FFO") attributable to common stockholders and unitholders, basic

 

$

138,346

 

$

133,556

 

 

 

 

 

 

 

  Distributions to preferred stockholders - Series E (Convertible) (3)

 

 

955

 

 

929

 

 

 

 

 

 

 

FFO attributable to common stockholders and unitholders, diluted

 

$

139,301

 

$

134,485

 

 

 

 

 

 

 

FFO per common share and unit, basic 

 

$

0.47

 

$

0.46

FFO per common share and unit, diluted

 

$

0.47

 

$

0.45

 

 

 

 

 

 

 

Weighted average number of common shares and OP/DownREIT Units outstanding - basic

 

 

292,052

 

 

291,752

Weighted average number of common shares, OP/DownREIT Units, and common stock

 

 

 

 

 

 

   equivalents outstanding - diluted

 

 

296,725

 

 

296,678

 

 

 

 

 

 

 

Impact of adjustments to FFO:

 

 

 

 

 

 

  Cost/(benefit) associated with debt extinguishment and other

 

$

 -

 

$

1,516

  Net gain on the sale of non-depreciable real estate owned (4)

 

 

 -

 

 

(1,580)

  Casualty-related charges/(recoveries), net

 

 

1,009

 

 

502

  Casualty-related charges/(recoveries) on unconsolidated joint ventures, net

 

 

 -

 

 

(881)

 

 

$

1,009

 

$

(443)

 

 

 

 

 

 

 

FFO as Adjusted attributable to common stockholders and unitholders, diluted

 

$

140,310

 

$

134,042

 

 

 

 

 

 

 

FFO as Adjusted per common share and unit, diluted

 

$

0.47

 

$

0.45

 

 

 

 

 

 

 

Recurring capital expenditures

 

 

(6,669)

 

 

(6,791)

AFFO attributable to common stockholders and unitholders, diluted

 

$

133,641

 

$

127,251

 

 

 

 

 

 

 

AFFO per common share and unit, diluted

 

$

0.45

 

$

0.43


(1)

See Attachment 16 for definitions and other terms.

(2)

During the three months ended March 31, 2018, UDR adopted ASU No. 2016 01, Financial Instruments – Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities.  The updated standard requires certain equity securities to be measured at fair value on the balance sheet, with changes in fair value recognized in net income.  The adoption of the standard resulted in UDR recording a gain of $2.1 million in Interest income and other income/(expense), net on the Consolidated Statements of Operations.  As such, the cumulative effect of the change in accounting principle is backed out for FFO.

(3)

Series E preferred shares are dilutive for purposes of calculating FFO per share.  Consequently, distributions to Series E preferred stockholders are added to FFO and the weighted average number of shares are included in the denominator when calculating FFO per common share and unit, diluted.

(4)

The GAAP gain for the three months ended March 31, 2017 is $2.1 million, of which $1.6 million is FFO gain related to the sale of land parcels.  The FFO gain is backed out for FFO as Adjusted.

3


 

Picture 9

 

Attachment 3

 

UDR, Inc.

Consolidated Balance Sheets

(Unaudited) (1)

 

 

 

 

 

 

 

 

March 31,

 

December 31,

In thousands, except share and per share amounts

 

2018

 

2017

 

 

 

 

 

ASSETS

 

 

 

 

Real estate owned:

 

 

 

 

Real estate held for investment

 

$
9,558,744

 

$
9,584,716

Less: accumulated depreciation

 

(3,407,025)

 

(3,326,312)

Real estate held for investment, net

 

6,151,719

 

6,258,404

Real estate under development

 

 

 

 

(net of accumulated depreciation of $6,790 and $3,854)

 

644,207

 

588,636

Total real estate owned, net of accumulated depreciation

 

6,795,926

 

6,847,040

 

 

 

 

 

Cash and cash equivalents

 

1,083

 

2,038

Restricted cash

 

19,770

 

19,792

Notes receivable, net

 

39,469

 

19,469

Investment in and advances to unconsolidated joint ventures, net

 

732,578

 

720,830

Other assets

 

120,222

 

124,104

Total assets

 

$
7,709,048

 

$
7,733,273

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

Liabilities:

 

 

 

 

Secured debt

 

$
801,523

 

$
803,269

Unsecured debt

 

2,879,150

 

2,868,394

Real estate taxes payable

 

24,130

 

18,349

Accrued interest payable

 

28,850

 

33,432

Security deposits and prepaid rent

 

35,321

 

31,916

Distributions payable

 

95,122

 

91,455

Accounts payable, accrued expenses, and other liabilities

 

83,054

 

102,956

Total liabilities

 

3,947,150

 

3,949,771

Redeemable noncontrolling interests in the OP and DownREIT Partnership

 

876,120

 

948,138

Equity:

 

 

 

 

Preferred stock, no par value; 50,000,000 shares authorized

 

 

 

 

2,780,994 shares of 8.00% Series E Cumulative Convertible issued

 

 

 

 

and outstanding (2,780,994 shares at December 31, 2017)

 

46,200

 

46,200

15,805,518 shares of Series F outstanding (15,852,721 shares

 

 

 

 

at December 31, 2017)

 

 1

 

 1

Common stock, $0.01 par value; 350,000,000 shares authorized

 

 

 

 

267,583,892 shares issued and outstanding (267,822,069 shares at December 31, 2017)

 

2,676

 

2,678

Additional paid-in capital

 

4,638,766

 

4,651,205

Distributions in excess of net income

 

(1,808,907)

 

(1,871,603)

Accumulated other comprehensive income/(loss), net

 

(1,276)

 

(2,681)

Total stockholders' equity

 

2,877,460

 

2,825,800

Noncontrolling interests

 

8,318

 

9,564

Total equity

 

2,885,778

 

2,835,364

Total liabilities and equity

 

$
7,709,048

 

$
7,733,273

(1)

See Attachment 16 for definitions and other terms.

 

4


 

Picture 9

Attachment 4(A)

 

UDR, Inc.

Selected Financial Information

(Unaudited) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

Common Stock and Equivalents

 

 

 

 

 

 

 

 

 

2018

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares

 

 

 

 

 

 

 

 

 

267,270,434

 

267,309,552

Restricted shares

 

 

 

 

 

 

 

 

 

313,458

 

512,517

Total common stock

 

 

 

 

 

 

 

 

 

267,583,892

 

267,822,069

Stock options, LTIP Units and restricted stock equivalents

 

 

 

 

 

 

 

 

 

1,290,117

 

1,589,662

Operating and DownREIT Partnership units

 

 

 

 

 

 

 

 

 

22,844,623

 

22,862,502

Preferred OP units

 

 

 

 

 

 

 

 

 

1,751,671

 

1,751,671

Convertible preferred Series E stock (2)

 

 

 

 

 

 

 

 

 

3,010,843

 

3,010,843

Total common stock and equivalents

 

 

 

 

 

 

 

 

 

296,481,146

 

297,036,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding

 

 

 

 

 

 

 

 

 

1Q 2018

 

1Q 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares and OP/DownREIT units outstanding - basic

 

 

 

 

 

 

 

 

 

292,052,216

 

291,751,886

Weighted average number of OP/DownREIT units outstanding

 

 

 

 

 

 

 

 

 

(24,506,519)

 

(24,961,767)

Weighted average number of common shares outstanding - basic per the Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

267,545,697

 

266,790,119

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares, OP/DownREIT units, and common stock equivalents outstanding - diluted

 

 

 

 

 

 

 

 

 

296,725,209

 

296,678,060

Weighted average number of OP/DownREIT units outstanding

 

 

 

 

 

 

 

 

 

(24,506,519)

 

(24,961,767)

Weighted average number of Series E preferred shares outstanding (3)

 

 

 

 

 

 

 

 

 

(3,010,843)

 

(3,028,068)

Weighted average number of common shares outstanding - diluted per the Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

269,207,847

 

268,688,225

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)

See Attachment 16 for definitions and other terms.

(2)

At March 31, 2018  and December 31, 2017 there were 2,780,994 shares of the Series E outstanding, which is equivalent to 3,010,843 shares of common stock if converted (after adjusting for the special dividend paid in 2008).

(3)

Series E preferred shares are anti-dilutive for the purposes of calculating Income/(loss) per weighted average common share for the three months ended March 31, 2018 and March 31, 2017.

 

5


 

Picture 9

Attachment 4(B)

 

UDR, Inc.

Selected Financial Information

(Unaudited) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Average

 

Average Years

Debt Structure, In thousands

 

 

 

 

 

 

Balance

 

% of Total

 

Interest Rate

 

to Maturity (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

Fixed

 

 

 

 

$
672,055

 

18.2%

 

4.39%

 

3.7

 

 

Floating

 

 

 

 

123,733

(2)

3.3%

 

2.21%

 

3.9

 

 

Combined

 

 

 

 

795,788

 

21.5%

 

4.05%

 

3.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured

 

Fixed

 

 

 

 

2,530,644

(3)

68.5%

 

3.63%

 

6.2

 

 

Floating

 

 

 

 

367,707

 

10.0%

 

2.38%

 

0.7

 

 

Combined

 

 

 

 

2,898,351

 

78.5%

 

3.47%

 

5.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt

 

Fixed

 

 

 

 

3,202,699

 

86.7%

 

3.79%

 

5.7

 

 

Floating

 

 

 

 

491,440

 

13.3%

 

2.34%

 

1.5

 

 

Combined

 

 

 

 

$
3,694,139

 

100.0%

 

3.60%

 

5.1

 

 

Total Non-Cash Adjustments (5)

 

 

 

 

(13,466)

 

 

 

 

 

 

 

 

Total per Balance Sheet

 

 

 

 

$
3,680,673

 

 

 

3.66%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Maturities, In thousands (6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit

 

 

 

 

 

 

 

 

 

 

Unsecured

 

Facilities & Comm.

 

 

 

 

 

Weighted Average

 

 

Secured Debt (7)

 

Debt (7)

 

Paper (4) (8) (9)

 

Balance

 

% of Total

 

Interest Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

$
32,498

 

$

 -

 

$
275,000

 

$
307,498

 

8.3%

 

2.38%

2019

 

317,095

 

 

 -

 

 -

 

317,095

 

8.6%

 

4.65%

2020

 

198,076

 

 

300,000

 

 -

 

498,076

 

13.5%

 

3.87%

2021

 

1,117

 

 

350,000

 

57,707

 

408,824

 

11.1%

 

2.15%

2022

 

1,157

 

 

400,000

 

 -

 

401,157

 

10.9%

 

4.62%

2023

 

41,245

 

 

 -

 

 -

 

41,245

 

1.1%

 

3.47%

2024

 

 -

 

 

315,644

 

 -

 

315,644

 

8.4%

 

3.99%

2025

 

127,600

 

 

300,000

 

 -

 

427,600

 

11.6%

 

4.26%

2026

 

50,000

 

 

300,000

 

 -

 

350,000

 

9.5%

 

2.99%

2027

 

 -

 

 

300,000

 

 -

 

300,000

 

8.1%

 

3.50%

Thereafter

 

27,000

 

 

300,000

 

 -

 

327,000

 

8.9%

 

3.36%

 

 

795,788

 

 

2,565,644

 

332,707

 

3,694,139

 

100.0%

 

3.60%

Total Non-Cash Adjustments (5)

 

5,735

 

 

(19,201)

 

 -

 

(13,466)

 

 

 

 

Total per Balance Sheet

 

$
801,523

 

$

2,546,443

 

$
332,707

 

$
3,680,673

 

 

 

3.66%

(1)

See Attachment 16 for definitions and other terms.

(2)

Includes $114.1 million of debt with a weighted average interest cap of 6.78% on the underlying index.

(3)

Includes $315.0 million of floating rate debt that has been fixed using interest rate swaps at a weighted average rate of 1.98%.

(4)

The 2018 maturity reflects the $275.0 million of principal outstanding on the Company’s unsecured commercial paper program as of March 31, 2018.  Under the terms of the program the Company may issue up to a maximum aggregate amount outstanding of $500.0 million.  If the commercial paper was refinanced using the line of credit, the weighted average years to maturity would be 5.2 years without extensions and 5.3 years with extensions.

(5)

Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs.

(6)

As of March 31, 2018, UDR’s debt maturities with and without extensions are the same.

(7)

Includes principal amortization, as applicable.

(8)

There are no borrowings outstanding on our $1.1 billion line of credit at March 31, 2018.  The facility has a maturity date of January 2020, plus two six-month extension options.  The credit facility carries an interest rate equal to LIBOR plus a spread of 90 basis points and a facility fee of 15 basis points, which is not included in the interest rate above.

(9)

There is $57.7 million outstanding on our $75.0 million working capital credit facility at March 31, 2018.  The facility has a maturity date of January 2021.  The working capital credit facility carries an interest rate equal to LIBOR plus a spread of 90 basis points.

6


 

Picture 9

Attachment 4(C)

 

UDR, Inc.

Selected Financial Information

(Dollars in Thousands)

(Unaudited) (1)