UDR Announces First Quarter 2022 Results and Increases Full-Year 2022 Guidance Ranges

UDR, Inc. (the “Company”) (NYSE: UDR), announced today its first quarter 2022 results. Net Income, Funds from Operations (“FFO”), FFO as Adjusted (“FFOA”), and Adjusted FFO (“AFFO”) per diluted share for the quarter ended March 31, 2022 are detailed below.

Quarter Ended March 31

Metric

1Q 2022
Actual

1Q 2022
Guidance

1Q 2021
Actual

$ Change vs.
Prior Year Period

% Change vs.
Prior Year Period

Net Income per diluted share

$0.04

$0.02 to $0.04

$0.01

$0.03

300%

FFO per diluted share

$0.54

$0.53 to $0.55

$0.32

$0.22

69%

FFOA per diluted share

$0.55

$0.53 to $0.55

$0.47

$0.08

17%

AFFO per diluted share

$0.51

$0.50 to $0.52

$0.44

$0.07

16%

• Same-Store (“SS”) results for the first quarter 2022 versus the first quarter 2021 and the fourth quarter 2021 are summarized below.

	Concessions reflected on a cash basis:		Concessions reflected on a straight-line basis:
SS Growth / (Decline)	Year-Over-Year (“YOY”): 1Q 2022 vs. 1Q 2021	Sequential: 1Q 2022 vs. 4Q 2021	Year-Over-Year (“YOY”): 1Q 2022 vs. 1Q 2021	Sequential: 1Q 2022 vs. 4Q 2021
Revenue	10.8%	1.8%	9.8%	2.1%
Expense	4.2%	2.0%	4.2%	2.0%
Net Operating Income (“NOI”)	14.0%	1.7%	12.6%	2.1%

• The Company’s weighted average SS physical occupancy for the first quarter of 2022 was 97.3 percent, compared to 96.3 percent for the first quarter of 2021 and 97.1 percent for the fourth quarter of 2021.

• As previously announced, during the quarter, the Company entered into forward equity sale agreements for 7.0 million shares of common stock at an initial forward price per share of approximately $57.57 for estimated future net proceeds of approximately $402.8 million, subject to adjustment as described later in this release. No shares under these forward sale agreements have been settled.

• During the quarter, the Company committed to, and fully funded, an $11.6 million Developer Capital Program (“DCP”) investment, realized the redemption of two DCP investments that generated life-to-date proceeds totaling $91.2 million on a total investment of $58.3 million, commenced two developments with an aggregate cost of approximately $187.5 million, and entered into an agreement to acquire a land site in Southeast Florida for future development for $16.0 million.

• During the quarter, the Company committed to invest an aggregate of $35.0 million into the RET Strategic Fund and two Climate Technology Funds, of which $13.2 million was contributed as of quarter end. Subsequent to quarter-end, the Company committed to invest $10.0 million in the RET Ventures ESG Fund. The Climate Technology and ESG funds serve to identify in-home and property-wide real estate technologies that are intended to help UDR, its residents, and others address climate change by reducing our collective carbon footprint. These investments further support UDR’s best-in-class commitment to engaging in socially responsible Environmental, Social, and Governance (“ESG”) activities.

“Our first quarter earnings results compare very well versus initial expectations provided in February due to operating fundamentals that have remained robust and continue to surprise to the upside,” said Tom Toomey, UDR’s Chairman and CEO. “Based on these current trends and the innovative operating initiatives we continue to implement, we raised full-year 2022 guidance expectations, further exemplifying the ongoing value our team creates for our stakeholders in what was already expected to be one of the best years in UDR’s history.”

Outlook

For the second quarter of 2022, the Company has established the following earnings guidance ranges and the Company has increased its previously provided full-year 2022 Same-Store and earnings guidance ranges⁽¹⁾:

	Q2 2022 Outlook	Q1 2022 Actual	Updated Full-Year 2022 Outlook	Prior Full-Year 2022 Outlook	Change to 2022 Guidance, at Midpoint
Net Income / (Loss) per diluted share	$0.04 to $0.06	$0.04	$0.24 to $0.30	$0.22 to $0.30	$0.01
FFO per diluted share	$0.55 to $0.57	$0.54	$2.24 to $2.30	$2.22 to $2.30	$0.01
FFOA per diluted share	$0.55 to $0.57	$0.55	$2.25 to $2.31	$2.22 to $2.30	$0.02
AFFO per diluted share	$0.50 to $0.52	$0.51	$2.05 to $2.11	$2.02 to $2.10	$0.02
YOY Growth/(Decline): concessions reflected on a cash basis:
SS Revenue	N/A	10.8%	8.5% to 10.0%	6.5% to 8.5%	1.75%
SS Expense	N/A	4.2%	3.0% to 4.0%	2.5% to 3.5%	0.50%
SS NOI	N/A	14.0%	10.75% to 12.75%	8.5% to 11.5%	1.75%
YOY Growth/(Decline): concessions reflected on a straight-line basis:
SS Revenue	N/A	9.8%	9.0% to 10.5%	7.5% to 9.5%	1.25%
SS NOI	N/A	12.6%	11.5% to 13.5%	9.5% to 12.5%	1.50%

(1)

Additional assumptions for the Company’s second quarter and 2022 outlook can be found on Attachment 14 of the Company’s related quarterly Supplemental Financial Information (“Supplement”). A reconciliation of FFO per share, FFOA per share, and AFFO per share to GAAP Net Income per share can be found on Attachment 15(D) of the Company’s related quarterly Supplement. Non-GAAP financial measures and other terms, as used in this earnings release, are defined and further explained on Attachments 15(A) through 15(D), “Definitions and Reconciliations,” of the Company’s related quarterly Supplement.

Recent Operating Trends

“Strong pricing power, as evidenced by blended lease rate growth that continued to accelerate to the mid-to-high teens into the second quarter, continues to provide a robust tailwind for UDR’s elevated same-store growth,” said Mike Lacy, UDR’s Senior Vice President of Operations. “In addition, future growth prospects remain attractive, driven by healthy demand for multifamily residences, seasonally strong market rent growth, record low resident turnover, a low-double-digit loss-to-lease, and occupancy above 97 percent.”

Summary of Fourth Quarter 2021, First Quarter 2022, and April 2022 Residential Operating Trends(1)
	As of and Through April 22, 2022
Same-Store Metric	4Q 2021	Jan 2022	Feb 2022	Mar 2022	Q1 2022	Apr 2022
Weighted Average Physical Occupancy	97.1%	97.4%	97.2%	97.3%	97.3%	97.0% - 97.3%
Effective Blended Lease Rate Growth(2)	11.7%	13.1%	14.0%	14.9%	14.1%	16.0% - 17.0%

(1)		Metrics shown here are as of April 22, 2022, and are for the Company’s same-store residential portfolio.
(2)		The Company defines Effective Blended Lease Rate Growth as the combined proportional growth as a result of (a) Effective New Lease Rate Growth and (b) Effective Renewal Lease Rate Growth. Management considers Effective Blended Lease Rate Growth a useful metric for investors as it assesses combined proportional market-level new and in-place demand trends. Please refer to the “Definitions and Reconciliations” section of the Company’s related quarterly Supplement for additional details.

Since the second quarter of 2020 (or the first full quarter in which results were impacted by the COVID-19 pandemic), the Company has consistently achieved ultimate cash revenue collections as a percentage of billed revenue in the 98.0%-98.5% range and expects collections to remain within this range throughout 2022. For the first quarter of 2022, the Company reduced its residential bad debt reserve to $11.9 million, including $0.6 million for the Company’s share from unconsolidated joint ventures, which compares to a quarter-end accounts receivable balance of $24.4 million.

First Quarter 2022 Operating Results

In the first quarter, total revenue increased by $55.8 million YOY, or 18.5 percent, to $357.3 million. This increase was primarily attributable to growth in revenue from Same-Store communities and stabilized, non-mature communities. The first quarter annualized rate of resident turnover decreased by 530 basis points versus the prior year period to 34.2 percent.

In the table below, the Company has presented YOY Same-Store results by region, with concessions accounted for on both cash and straight-line bases.

Summary of Same-Store Results in First Quarter 2022 versus First Quarter 2021
Region	Revenue Growth / (Decline)	Expense Growth / (Decline)	NOI Growth / (Decline)	% of Same-Store Portfolio(1)	Physical Occupancy(2)	YOY Change in Occupancy
West	11.8%	3.7%	14.8%	34.9%	97.2%	1.4%
Mid-Atlantic	6.9%	5.3%	7.7%	21.0%	97.3%	0.9%
Northeast	10.6%	2.4%	15.9%	18.1%	97.4%	2.2%
Southeast	14.0%	6.2%	18.0%	13.0%	97.3%	0.2%
Southwest	11.2%	4.6%	15.4%	7.0%	97.3%	0.4%
Other Markets	13.4%	4.3%	17.3%	6.0%	97.2%	0.2%
Total (Cash)	10.8%	4.2%	14.0%	100.0%	97.3%	1.0%
Total (Straight-Line)	9.8%	-	12.6%	-	-	-

(1)		Based on 1Q 2022 Same-Store NOI. For definitions of terms, please refer to the “Definitions and Reconciliations” section of the Company’s related quarterly Supplement.
(2)		Weighted average Same-Store physical occupancy for the quarter.

In the table below, the Company has presented sequential Same-Store results by region, with concessions accounted for on both cash and straight-line bases.

Summary of Same-Store Results in First Quarter 2022 versus Fourth Quarter 2021
Region	Revenue Growth / (Decline)	Expense Growth / (Decline)	NOI Growth / (Decline)	% of Same-Store Portfolio(1)	Physical Occupancy(2)	Sequential Change in Occupancy
West	0.7%	(0.2)%	1.0%	34.9%	97.2%	0.3%
Mid-Atlantic	1.0%	3.7%	(0.1)%	21.0%	97.3%	0.2%
Northeast	2.8%	1.7%	3.4%	18.1%	97.4%	0.5%
Southeast	4.3%	5.4%	3.7%	13.0%	97.3%	(0.2)%
Southwest	1.6%	3.4%	0.5%	7.0%	97.3%	(0.2)%
Other Markets	1.6%	(3.8)%	3.7%	6.0%	97.2%	(0.3)%
Total (Cash)	1.8%	2.0%	1.7%	100.0%	97.3%	0.2%
Total (Straight-Line)	2.1%	-	2.1%	-	-	-

(1)		Based on 1Q 2022 Same-Store NOI. For definitions of terms, please refer to the “Definitions and Reconciliations” section of the Company’s related quarterly Supplement.
(2)		Weighted average Same-Store physical occupancy for the quarter.

Development Activity and Other Projects

During the first quarter, the Company delivered initial apartment homes at Cirrus (Denver, CO), The George Apartments (King of Prussia, PA), and Vitruvian West Phase 3 (Addison, TX), all of which continue their successful lease-ups. Additionally, during the quarter, the Company commenced construction of Villas at Fiori, a $53.5 million, 85-home townhouse community in Addison, TX, and Meridian, a $134.0 million, 330-home community in Tampa, FL.

At the end of the first quarter, the Company’s development pipeline totaled $689.0 million and was 66.5 percent funded. The Company’s active development pipeline includes seven communities, one each in Denver, CO; Dublin, CA; King of Prussia, PA; Washington, D.C.; and Tampa, FL, and two communities in Addison, TX, for a combined total of 1,832 homes.

At the end of the first quarter, the Company’s pipeline of densification projects, which features the addition of 58 new apartment homes at three communities, totaled $27.0 million and was 53.2 percent funded.

DCP Activity

During the quarter, the Company committed to invest, and fully funded, $11.6 million in one DCP project, a recapitalization of a stabilized operating community, as summarized below.

Community	Location (MSA)	Commitment ($ millions)	Homes	Return Rate	Investment Type
Meetinghouse	Portland, OR	$11.6	232	8.25%	Preferred Equity

During the quarter, two DCP investments located in Nashville, TN, and Kissimmee, FL, were redeemed. The Company’s life-to-date proceeds for the investments totaled $91.2 million, its cash proceeds realized upon redemption totaled $77.1 million, and its investment in the projects totaled $58.3 million.

At the end of the first quarter, the Company’s preferred equity investments under its DCP platform, including accrued return, totaled $331.3 million with a weighted average return rate of 10.0 percent, and a weighted average estimated remaining term of 3.0 years.

Capital Markets and Balance Sheet Activity

“Our balance sheet remains in strong shape due to available liquidity totaling $1.7 billion, unencumbered NOI totaling 88 percent, and no meaningful debt maturities until 2024. In addition, we continue to make progress on improving our leverage metrics, highlighted by net debt-to-EBITDAre declining to 6.4x in the first quarter from 7.0x a year ago, with additional progress expected in the coming quarters,” said Joe Fisher, UDR’s Chief Financial Officer. “During the quarter we raised an additional $400 million of forward equity at a beneficial average price, which should continue to drive our accretive external growth in the quarters ahead.”

As previously announced, during the quarter the Company entered into forward equity sale agreements for 7.0 million shares of common stock at an initial forward price per share of approximately $57.57. The initial forward price per share will be adjusted at settlement to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward equity sale agreements. No shares under these new forward equity sale agreements have been settled. The final date by which shares sold under these new forward equity sale agreements must be settled is March 30, 2023.

As of March 31, 2022, the Company had $1.7 billion of liquidity through a combination of cash, undrawn capacity on its credit facilities, and estimated proceeds of approximately $639.3 million from the potential settlement of approximately 11.4 million shares subject to previously-announced forward equity sale agreements (subject to adjustment as described above, and which have final settlement dates ranging between August 1, 2022 and March 30, 2023). Please see Attachment 14 of the Company’s related quarterly Supplement for additional details on projected capital sources and uses.

The Company’s total indebtedness as of March 31, 2022 was $5.5 billion with no remaining consolidated maturities until 2024, excluding principal amortization and amounts on the Company’s commercial paper program. In the table below, the Company has presented select balance sheet metrics for the quarter ended March 31, 2022 and the comparable prior year period.

	Quarter Ended March 31
Balance Sheet Metric	1Q 2022	1Q 2021	Change
Weighted Average Interest Rate	2.80%	2.84%	(0.04)%
Weighted Average Years to Maturity(1)	7.4	8.2	(0.8)
Consolidated Fixed Charge Coverage Ratio	5.3x	4.5x	0.8x
Consolidated Debt as a percentage of Total Assets	34.3%	35.3%	(1.0)%
Consolidated Net-Debt-to-EBITDAre	6.4x	7.0x	(0.6)x

(1)

If the Company’s commercial paper balance was refinanced using its line of credit, the weighted average years to maturity would be 7.6 years both with and without extensions for 1Q 2022 and 8.2 years without extensions and 8.3 years with extensions for 1Q 2021.

ESG

During the quarter, the Company committed to invest an aggregate of $35.0 million into the RET Strategic Fund and two Climate Technology Funds, of which $13.2 million was contributed as of quarter end. Subsequent to quarter-end, the Company committed to invest $10.0 million in the RET Ventures ESG Fund. The Climate Technology and ESG funds serve to identify in-home and property-wide real estate technologies that are intended to help UDR, its residents, and others address climate change by reducing our collective carbon footprint.

In addition, the Company is actively engaging with the Science Based Targets Initiative to establish how it can contribute to a lower-carbon future. These actions further support UDR’s residential sector-leading GRESB score and best-in-class commitment to engaging in socially responsible ESG activities.

Dividend

As previously announced, the Company’s Board of Directors declared a regular quarterly dividend on its common stock for the first quarter of 2022 in the amount of $0.38 per share. The dividend will be paid in cash on May 2, 2022 to UDR common shareholders of record as of April 11, 2022. The first quarter 2022 dividend will represent the 198^th consecutive quarterly dividend paid by the Company on its common stock.

Attachment 15(A)

UDR, Inc.
Definitions and Reconciliations
March 31, 2022
(Unaudited)

Acquired Communities: The Company defines Acquired Communities as those communities acquired by the Company, other than development and redevelopment activity, that did not achieve stabilization as of the most recent quarter.

Adjusted Funds from Operations ("AFFO") attributable to common stockholders and unitholders: The Company defines AFFO as FFO as Adjusted attributable to common stockholders and unitholders less recurring capital expenditures on consolidated communities that are necessary to help preserve the value of and maintain functionality at our communities.

Management considers AFFO a useful supplemental performance metric for investors as it is more indicative of the Company's operational performance than FFO or FFO as Adjusted. 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. The Company believes 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 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. A reconciliation from net income/(loss) attributable to common stockholders to AFFO is provided on Attachment 2.

Consolidated Fixed Charge Coverage Ratio - adjusted for non-recurring items: The Company defines Consolidated Fixed Charge Coverage Ratio - adjusted for non-recurring items as Consolidated Interest Coverage Ratio - adjusted for non-recurring items divided by total consolidated interest, excluding the impact of costs associated with debt extinguishment, plus preferred dividends.

Management considers Consolidated Fixed Charge Coverage Ratio - adjusted for non-recurring items a useful metric for investors as it provides ratings agencies, investors and lending partners with a widely-used measure of the Company’s ability to service its consolidated debt obligations as well as compare leverage against that of its peer REITs. A reconciliation of the components that comprise Consolidated Fixed Charge Coverage Ratio - adjusted for non-recurring items is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

Consolidated Interest Coverage Ratio - adjusted for non-recurring items: The Company defines Consolidated Interest Coverage Ratio - adjusted for non-recurring items as Consolidated EBITDAre – adjusted for non-recurring items divided by total consolidated interest, excluding the impact of costs associated with debt extinguishment.

Management considers Consolidated Interest Coverage Ratio - adjusted for non-recurring items a useful metric for investors as it provides ratings agencies, investors and lending partners with a widely-used measure of the Company’s ability to service its consolidated debt obligations as well as compare leverage against that of its peer REITs. A reconciliation of the components that comprise Consolidated Interest Coverage Ratio - adjusted for non-recurring items is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

Consolidated Net Debt-to-EBITDAre - adjusted for non-recurring items: The Company defines Consolidated Net Debt-to-EBITDAre - adjusted for non-recurring items as total consolidated debt net of cash and cash equivalents divided by annualized Consolidated EBITDAre - adjusted for non-recurring items. Consolidated EBITDAre - adjusted for non-recurring items is defined as EBITDAre excluding the impact of income/(loss) from unconsolidated entities, adjustments to reflect the Company’s share of EBITDAre of unconsolidated joint ventures and other non-recurring items including, but not limited to casualty-related charges/(recoveries), net of wholly owned communities.

Management considers Consolidated Net Debt-to-EBITDAre - adjusted for non-recurring items a useful metric for investors as it provides ratings agencies, investors and lending partners with a widely-used measure of the Company’s ability to service its consolidated debt obligations as well as compare leverage against that of its peer REITs. A reconciliation between net income/(loss) and Consolidated EBITDAre - adjusted for non-recurring items is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

Controllable Expenses: The Company refers to property operating and maintenance expenses as Controllable Expenses.

Controllable Operating Margin: The Company defines Controllable Operating Margin as (i) rental income less Controllable Expenses (ii) divided by rental income. Management considers Controllable Operating Margin a useful metric as it provides investors with an indicator of the Company’s ability to limit the growth of expenses that are within the control of the Company.

Development Communities: The Company defines Development Communities as those communities recently developed or under development by the Company, that are currently majority owned by the Company and have not achieved stabilization as of the most recent quarter.

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre): The Company defines EBITDAre as net income/(loss) (computed in accordance GAAP), plus interest expense, including costs associated with debt extinguishment, plus real estate depreciation and amortization, plus other depreciation and amortization, plus (minus) income tax provision/(benefit), net, (minus) plus net gain/(loss) on the sale of depreciable real estate owned, plus impairment write-downs of depreciable real estate, plus the adjustments to reflect the Company’s share of EBITDAre of unconsolidated joint ventures. The Company computes EBITDAre in accordance with standards established by the National Association of Real Estate Investment Trusts, or Nareit, which may not be comparable to EBITDAre reported by other REITs that do not compute EBITDAre in accordance with the Nareit definition, or that interpret the Nareit definition differently than the Company does. The White Paper on EBITDAre was approved by the Board of Governors of Nareit in September 2017.

Management considers EBITDAre a useful metric for investors as it provides an additional indicator of the Company’s ability to incur and service debt, and enables investors to assess our performance against that of its peer REITs. EBITDAre 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. EBITDAre 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. A reconciliation between net income/(loss) and EBITDAre is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

Effective Blended Lease Rate Growth: The Company defines Effective Blended Lease Rate Growth as the combined proportional growth as a result of Effective New Lease Rate Growth and Effective Renewal Lease Rate Growth. Management considers Effective Blended Lease Rate Growth a useful metric for investors as it assesses combined proportional market-level, new and in-place demand trends.

Effective New Lease Rate Growth: The Company defines Effective New Lease Rate Growth as the increase in gross potential rent realized less concessions for the new lease term (current effective rent) versus prior resident effective rent for the prior lease term on new leases commenced during the current quarter.

Management considers Effective New Lease Rate Growth a useful metric for investors as it assesses market-level new demand trends.

Effective Renewal Lease Rate Growth: The Company defines Effective Renewal Lease Rate Growth as the increase in gross potential rent realized less concessions for the new lease term (current effective rent) versus prior effective rent for the prior lease term on renewed leases commenced during the current quarter.

Management considers Effective Renewal Lease Rate Growth a useful metric for investors as it assesses market-level, in-place demand trends.

Estimated Quarter of Completion: The Company defines Estimated Quarter of Completion of a development or redevelopment project as the date on which construction is expected to be completed, but it does not represent the date of stabilization.

Attachment 15(B)

UDR, Inc.
Definitions and Reconciliations
March 31, 2022
(Unaudited)

Funds from Operations as Adjusted ("FFO as Adjusted") attributable to common stockholders and unitholders: The Company defines FFO as Adjusted attributable to common stockholders and unitholders as FFO excluding the impact of other 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 FFO as Adjusted is useful supplemental information regarding our operating performance as it provides a consistent comparison of our operating performance across time periods and allows investors to more easily compare our operating results with other REITs. FFO as Adjusted 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. The Company believes that net income/(loss) attributable to common stockholders is the most directly comparable GAAP financial measure to FFO as Adjusted. However, other REITs may use different methodologies for calculating FFO as Adjusted or similar FFO measures and, accordingly, our FFO as Adjusted may not always be comparable to FFO as Adjusted or similar FFO measures calculated by other REITs. FFO as Adjusted 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. A reconciliation from net income attributable to common stockholders to FFO as Adjusted is provided on Attachment 2.

Funds from Operations ("FFO") attributable to common stockholders and unitholders: The Company defines FFO attributable to common stockholders and unitholders 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 the National Association of Real Estate Investment Trust's definition issued in April 2002 and restated in November 2018. 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. A reconciliation from net income/(loss) attributable to common stockholders to FFO is provided on Attachment 2.

Held For Disposition Communities: The Company defines Held for Disposition Communities as those communities that were held for sale as of the end of the most recent quarter.

Joint Venture Reconciliation at UDR's weighted average ownership interest:
In thousands		1Q 2022
Income/(loss) from unconsolidated entities		$	5,412
Management fee			525
Interest expense			3,669
Depreciation			7,624
General and administrative			57
Variable upside participation on DCP, net			(10,622	)
Developer Capital Program (excludes Infield Phase II)			(7,653	)
Other (income)/expense			51
Realized (gain)/loss on real estate technology investments, net of tax			(2,242	)
Unrealized (gain)/loss on real estate technology investments, net of tax			12,467
Total Joint Venture NOI at UDR's Ownership Interest		$	9,288

Net Operating Income (“NOI”): The Company defines NOI as rental income less direct property rental expenses. Rental income represents gross market rent and other revenues 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 and is a widely used input, along with capitalization rates, in the determination of real estate valuations. A reconciliation from net income/(loss) attributable to UDR, Inc. to NOI is provided below.

In thousands		1Q 2022				4Q 2021				3Q 2021				2Q 2021				1Q 2021
Net income/(loss) attributable to UDR, Inc.		$	13,705			$	117,461			$	17,731			$	11,720			$	3,104
Property management			11,576				10,411				9,861				9,273				8,995
Other operating expenses			4,712				8,604				4,237				4,373				4,435
Real estate depreciation and amortization			163,622				163,755				152,636				146,169				144,088
Interest expense			35,916				36,418				36,289				35,404				78,156
Casualty-related charges/(recoveries), net			(765	)			(934	)			1,568				(2,463	)			5,577
General and administrative			14,908				13,868				15,810				15,127				12,736
Tax provision/(benefit), net			343				156				529				135				619
(Income)/loss from unconsolidated entities			(5,412	)			(36,523	)			(14,450	)			(9,751	)			(4,922	)
Interest income and other (income)/expense, net			2,440				(2,254	)			(8,238	)			(2,536	)			(2,057	)
Joint venture management and other fees			(1,085	)			(1,184	)			(1,071	)			(2,232	)			(1,615	)
Other depreciation and amortization			3,075				4,713				3,269				2,602				2,601
(Gain)/loss on sale of real estate owned			-				(85,223	)			-				-				(50,829	)
Net income/(loss) attributable to noncontrolling interests			898				8,683				1,309				815				170
Total consolidated NOI		$	243,933			$	237,951			$	219,480			$	208,636			$	201,058

Attachment 15(C)

UDR, Inc.
Definitions and Reconciliations
March 31, 2022
(Unaudited)

NOI Enhancing Capital Expenditures ("Cap Ex"): The Company defines NOI Enhancing Capital Expenditures as expenditures that result in increased income generation or decreased expense growth over time.

Management considers NOI Enhancing Capital Expenditures a useful metric for investors as it quantifies the amount of capital expenditures that are expected to grow, not just maintain, revenues or to decrease expenses.

Non-Mature Communities: The Company defines Non-Mature Communities as those communities that have not met the criteria to be included in same-store communities.

Non-Residential / Other: The Company defines Non-Residential / Other as non-apartment components of mixed-use properties, land held, properties being prepared for redevelopment and properties where a material change in home count has occurred.

Other Markets: The Company defines Other Markets as the accumulation of individual markets where it operates less than 1,000 Same-Store homes. Management considers Other Markets a useful metric as the operating results for the individual markets are not representative of the fundamentals for those markets as a whole.

Physical Occupancy: The Company defines Physical Occupancy as the number of occupied homes divided by the total homes available at a community.

QTD Same-Store Communities: The Company defines QTD Same-Store Communities as those communities Stabilized for five full consecutive quarters. These communities were owned and had stabilized operating expenses as of the beginning of the quarter in the prior year, were not in process of any substantial redevelopment activities, and were not held for disposition.

Recurring Capital Expenditures: The Company defines Recurring Capital Expenditures as expenditures that are necessary to help preserve the value of and maintain functionality at its communities.

Redevelopment Communities: The Company generally defines Redevelopment Communities as those communities where substantial redevelopment is in progress that is expected to have a material impact on the community's operations, including occupancy levels and future rental rates.

Same-Store Revenue with Concessions on a Cash Basis: Same-Store Revenue with Concessions on a Cash Basis is considered by the Company to be a supplemental measure to rental income on a straight-line basis which allows investors to evaluate the impact of both current and historical concessions and to more readily enable comparisons to revenue as reported by its peer REITs. In addition, Same-Store Revenue with Concessions on a Cash Basis allows an investor to understand the historical trends in cash concessions.

A reconciliation between Same-Store Revenue with Concessions on a Cash Basis to Same-Store Revenue on a straight-line basis (inclusive of the impact to Same-Store NOI) is provided below:

		1Q 22				1Q 21				1Q 22				4Q 21
Revenue (Cash basis)		$	321,514			$	290,110			$	321,514			$	315,927
Concessions granted/(amortized), net			(4,395	)			(1,415	)			(4,395	)			(5,194	)
Revenue (Straight-line basis)		$	317,119			$	288,695			$	317,119			$	310,733
% change - Same-Store Revenue with Concessions on a Cash basis:			10.8	%							1.8	%
% change - Same-Store Revenue with Concessions on a Straight-line basis:			9.8	%							2.1	%
% change - Same-Store NOI with Concessions on a Cash basis:			14.0	%							1.7	%
% change - Same-Store NOI with Concessions on a Straight-line basis:			12.6	%							2.1	%

Sold Communities: The Company defines Sold Communities as those communities that were disposed of prior to the end of the most recent quarter.

Stabilization/Stabilized: The Company defines Stabilization/Stabilized as when a community’s occupancy reaches 90% or above for at least three consecutive months.

Stabilized, Non-Mature Communities: The Company defines Stabilized, Non-Mature Communities as those communities that have reached Stabilization but are not yet in the same-store portfolio.

Total Revenue per Occupied Home: The Company defines Total Revenue per Occupied Home as rental and other revenues with concessions reported on a Cash Basis, divided by the product of occupancy and the number of apartment homes. A reconciliation between Same-Store Revenue with Concessions on a Cash Basis to Same-Store Revenue on a straight-line basis is provided above.

Management considers Total Revenue per Occupied Home a useful metric for investors as it serves as a proxy for portfolio quality, both geographic and physical.

TRS: The Company’s taxable REIT subsidiary (“TRS”) focuses on making investments and providing services that are otherwise not allowed to be made or provided by a REIT.

YTD Same-Store Communities: The Company defines YTD Same-Store Communities as those communities Stabilized for two full consecutive calendar years. These communities were owned and had stabilized operating expenses as of the beginning of the prior year, were not in process of any substantial redevelopment activities, and were not held for disposition.

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 1:00 p.m. Eastern Time on April 27, 2022 to discuss first quarter results as well as high-level views for 2022. 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 877-423-9813 for domestic and 201-689-8573 for international. A passcode is not necessary.

Given a high volume of conference calls occurring during this time of year, delays are anticipated when connecting to the live call. As a result, stakeholders and interested parties are encouraged to utilize the Company’s webcast link for its earnings results discussion.

A replay of the conference call will be available through May 27, 2022, by dialing 844-512-2921 for domestic and 412-317-6671 for international and entering the confirmation number, 13728752, 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

The full text of the earnings report and related quarterly Supplement will be available on the Company’s website at ir.udr.com.

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. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in a forward-looking statement, due to a number of factors, which include, but are not limited to, the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its effects, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning availability of capital and the stability of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments, redevelopments and lease-ups on schedule, 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 with third parties, expectations that technology 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 SEC 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 communities in targeted U.S. markets. As of March 31, 2022, UDR owned or had an ownership position in 57,904 apartment homes including 1,564 homes under development. For over 49 years, UDR has delivered long-term value to shareholders, the best standard of service to Residents and the highest quality experience for Associates.

Attachment 1
UDR, Inc.
Consolidated Statements of Operations
(Unaudited) (1)
		Three Months Ended
		March 31,
In thousands, except per share amounts		2022				2021
REVENUES:
Rental income (2)		$	356,181			$	299,826
Joint venture management and other fees			1,085				1,615
Total revenues			357,266				301,441
OPERATING EXPENSES:
Property operating and maintenance			58,484				51,381
Real estate taxes and insurance			53,764				47,387
Property management			11,576				8,995
Other operating expenses			4,712				4,435
Real estate depreciation and amortization			163,622				144,088
General and administrative			14,908				12,736
Casualty-related charges/(recoveries), net			(765	)			5,577
Other depreciation and amortization			3,075				2,601
Total operating expenses			309,376				277,200
Gain/(loss) on sale of real estate owned			-				50,829
Operating income			47,890				75,070
Income/(loss) from unconsolidated entities (2)(3)(4)			5,412				4,922
Interest expense			(35,916	)			(36,206	)
Debt extinguishment and other associated costs			-				(41,950	)
Total interest expense			(35,916	)			(78,156	)
Interest income and other income/(expense), net (3)			(2,440	)			2,057
Income/(loss) before income taxes			14,946				3,893
Tax (provision)/benefit, net			(343	)			(619	)
Net Income/(loss)			14,603				3,274
Net (income)/loss attributable to redeemable noncontrolling interests in the OP and DownREIT Partnership			(879	)			(154	)
Net (income)/loss attributable to noncontrolling interests			(19	)			(16	)
Net income/(loss) attributable to UDR, Inc.			13,705				3,104
Distributions to preferred stockholders - Series E (Convertible)			(1,092	)			(1,056	)
Net income/(loss) attributable to common stockholders		$	12,613			$	2,048
Income/(loss) per weighted average common share - basic:		$	0.04			$	0.01
Income/(loss) per weighted average common share - diluted:		$	0.04			$	0.01
Common distributions declared per share		$	0.3800			$	0.3625
Weighted average number of common shares outstanding - basic			318,009				296,537
Weighted average number of common shares outstanding - diluted			319,680				297,026

(1) See Attachment 15 for definitions and other terms.

(2) During the three months ended March 31, 2022, UDR reduced its residential reserve to $11.9 million, including $0.6 million for UDR’s share from unconsolidated joint ventures, which compares to a quarter-end accounts receivable balance of $24.4 million. The remaining unreserved amount is based on probability of collection.

(3) During the three months ended March 31, 2022, UDR recorded $13.4 million in investment loss from real estate technology investments, primarily due to a decrease in SmartRent’s public share price. Of the $13.4 million, $3.2 million was recorded in Interest income and other income/(expense), net and $10.2 million was recorded in Income/(loss) from unconsolidated entities.

(4) In January 2022, UDR recorded approximately $10.6 million of variable upside participation, net of associated costs, upon 1200 Broadway, a Developer Capital Program ("DCP") community, being sold to a third party.

Attachment 2
UDR, Inc.
Funds From Operations
(Unaudited) (1)
		Three Months Ended
		March 31,
In thousands, except per share and unit amounts		2022				2021
Net income/(loss) attributable to common stockholders		$	12,613			$	2,048
Real estate depreciation and amortization			163,622				144,088
Noncontrolling interests			898				170
Real estate depreciation and amortization on unconsolidated joint ventures			7,624				8,205
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	)
Funds from operations ("FFO") attributable to common stockholders and unitholders, basic		$	184,757			$	101,273
Distributions to preferred stockholders - Series E (Convertible) (2)			1,092				1,056
FFO attributable to common stockholders and unitholders, diluted		$	185,849			$	102,329
FFO per weighted average common share and unit, basic		$	0.54			$	0.32
FFO per weighted average common share and unit, diluted		$	0.54			$	0.32
Weighted average number of common shares and OP/DownREIT Units outstanding, basic			339,543				318,935
Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding, diluted			344,132				322,342
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			774				629
Realized (gain)/loss on real estate technology investments, net of tax			(2,238	)			(661	)
Unrealized (gain)/loss on real estate technology investments, net of tax			15,631				(767	)
Severance costs			-				468
Casualty-related charges/(recoveries), net			(765	)			5,577
		$	2,780			$	48,878
FFO as Adjusted attributable to common stockholders and unitholders, diluted		$	188,629			$	151,207
FFO as Adjusted per weighted average common share and unit, diluted		$	0.55			$	0.47
Recurring capital expenditures			(11,804	)			(9,754	)
AFFO attributable to common stockholders and unitholders, diluted		$	176,825			$	141,453
AFFO per weighted average common share and unit, diluted		$	0.51			$	0.44

(1) See Attachment 15 for definitions and other terms.

(2) Series E cumulative convertible preferred shares are dilutive for purposes of calculating FFO per share for the three months ended March 31, 2022 and March 31, 2021. Consequently, distributions to Series E cumulative convertible preferred stockholders are added to FFO and the weighted average number of Series E cumulative convertible preferred shares are included in the denominator when calculating FFO per common share and unit, diluted.

Attachment 3
UDR, Inc.
Consolidated Balance Sheets
(Unaudited) (1)
		March 31,				December 31,
In thousands, except share and per share amounts		2022				2021
ASSETS
Real estate owned:
Real estate held for investment		$	14,374,944			$	14,352,234
Less: accumulated depreciation			(5,288,902	)			(5,136,589	)
Real estate held for investment, net			9,086,042				9,215,645
Real estate under development
(net of accumulated depreciation of $951 and $507)			457,160				388,062
Total real estate owned, net of accumulated depreciation			9,543,202				9,603,707
Cash and cash equivalents			895				967
Restricted cash			26,032				27,451
Notes receivable, net			26,577				26,860
Investment in and advances to unconsolidated joint ventures, net			669,343				702,461
Operating lease right-of-use assets			196,578				197,463
Other assets			222,337				216,311
Total assets		$	10,684,964			$	10,775,220
LIABILITIES AND EQUITY
Liabilities:
Secured debt		$	1,056,110			$	1,057,380
Unsecured debt			4,422,900				4,355,407
Operating lease liabilities			191,689				192,488
Real estate taxes payable			32,908				33,095
Accrued interest payable			25,700				45,980
Security deposits and prepaid rent			53,021				55,441
Distributions payable			130,369				124,729
Accounts payable, accrued expenses, and other liabilities			117,240				136,954
Total liabilities			6,029,937				6,001,474
Redeemable noncontrolling interests in the OP and DownREIT Partnership			1,262,144				1,299,442
Equity:
Preferred stock, no par value; 50,000,000 shares authorized at March 31, 2022 and December 31, 2021:
2,695,363 shares of 8.00% Series E Cumulative Convertible issued and outstanding (2,695,363 shares at December 31, 2021)			44,764				44,764
12,455,650 shares of Series F outstanding (12,582,575 shares at December 31, 2021)			1				1
Common stock, $0.01 par value; 450,000,000 shares authorized at March 31, 2022 and December 31, 2021:
318,401,530 shares issued and outstanding (318,149,635 shares at December 31, 2021)			3,184				3,181
Additional paid-in capital			6,891,707				6,884,269
Distributions in excess of net income			(3,549,788	)			(3,485,080	)
Accumulated other comprehensive income/(loss), net			2,805				(4,261	)
Total stockholders' equity			3,392,673				3,442,874
Noncontrolling interests			210				31,430
Total equity			3,392,883				3,474,304
Total liabilities and equity		$	10,684,964			$	10,775,220

(1) See Attachment 15 for definitions and other terms.

Attachment 4(C)
UDR, Inc.
Selected Financial Information
(Dollars in Thousands)
(Unaudited) (1)
		Quarter Ended
Coverage Ratios		March 31, 2022
Net income/(loss)		$	14,603
Adjustments:
Interest expense, including debt extinguishment and other associated costs			35,916
Real estate depreciation and amortization			163,622
Other depreciation and amortization			3,075
Tax provision/(benefit), net			343
Adjustments to reflect the Company's share of EBITDAre of unconsolidated joint ventures			11,293
EBITDAre		$	228,852
Casualty-related charges/(recoveries), net			(765	)
Legal and other costs			774
Unrealized (gain)/loss on real estate technology investments			3,163
Realized (gain)/loss on real estate technology investments			4
(Income)/loss from unconsolidated entities			(5,412	)
Adjustments to reflect the Company's share of EBITDAre of unconsolidated joint ventures			(11,293	)
Management fee expense on unconsolidated joint ventures			(525	)
Consolidated EBITDAre - adjusted for non-recurring items		$	214,798
Annualized consolidated EBITDAre - adjusted for non-recurring items		$	859,192
Interest expense, including debt extinguishment and other associated costs			35,916
Capitalized interest expense			3,227
Total interest		$	39,143
Preferred dividends		$	1,092
Total debt		$	5,479,010
Cash			(895	)
Net debt		$	5,478,115
Consolidated Interest Coverage Ratio - adjusted for non-recurring items		5.5x
Consolidated Fixed Charge Coverage Ratio - adjusted for non-recurring items		5.3x
Consolidated Net Debt-to-EBITDAre - adjusted for non-recurring items		6.4x

Debt Covenant Overview

Unsecured Line of Credit Covenants (2)

Required

Actual

Compliance

Maximum Leverage Ratio

≤60.0%

34.1% (2)

Yes

Minimum Fixed Charge Coverage Ratio

≥1.5x

5.1x

Yes

Maximum Secured Debt Ratio

≤40.0%

9.8%

Yes

Minimum Unencumbered Pool Leverage Ratio

≥150.0%

340.5%

Yes

Senior Unsecured Note Covenants (3)

Required

Actual

Compliance

Debt as a percentage of Total Assets

≤65.0%

34.4% (3)

Yes

Consolidated Income Available for Debt Service to Annual Service Charge

≥1.5x

5.6x

Yes

Secured Debt as a percentage of Total Assets

≤40.0%

6.6%

Yes

Total Unencumbered Assets to Unsecured Debt

≥150.0%

306.9%

Yes

Securities Ratings

Debt

Outlook

Commercial Paper

Moody's Investors Service

Baa1

Stable

P-2

S&P Global Ratings

BBB+

Stable

A-2

Gross

% of

Number of

1Q 2022 NOI (1)

Carrying Value

Total Gross

Asset Summary

Homes

($000s)

% of NOI

($000s)

Carrying Value

Unencumbered assets

45,957

$

214,717

88.0

%

$

13,103,558

88.3

%

Encumbered assets

7,546

29,216

12.0

%

1,729,497

11.7

%

53,503

$

243,933

100.0

%

$

14,833,055

100.0

%

(1) See Attachment 15 for definitions and other terms.

(2) As defined in our credit agreement dated September 15, 2021.

(3) As defined in our indenture dated November 1, 1995 as amended, supplemented or modified from time to time.

Attachment 15(D)
UDR, Inc.
Definitions and Reconciliations
March 31, 2022
(Unaudited)
All guidance is based on current expectations of future economic conditions and the judgment of the Company's management team. The following reconciles from GAAP Net income/(loss) per share for full-year 2022 and second quarter of 2022 to forecasted FFO, FFO as Adjusted and AFFO per share and unit:
	Full-Year 2022
	Low				High
Forecasted net income per diluted share	$	0.24			$	0.30
Conversion from GAAP share count		(0.02	)			(0.02	)
Depreciation		2.00				2.00
Noncontrolling interests		0.01				0.01
Preferred dividends		0.01				0.01
Forecasted FFO per diluted share and unit	$	2.24			$	2.30
Legal and other costs		-				-
Casualty-related charges/(recoveries)		-				-
Variable upside participation on DCP, net		(0.03	)			(0.03	)
Realized/unrealized (gain)/loss on real estate technology investments		0.04				0.04
Forecasted FFO as Adjusted per diluted share and unit	$	2.25			$	2.31
Recurring capital expenditures		(0.20	)			(0.20	)
Forecasted AFFO per diluted share and unit	$	2.05			$	2.11
	2Q 2022
	Low				High
Forecasted net income per diluted share	$	0.04			$	0.06
Conversion from GAAP share count		(0.01	)			(0.01	)
Depreciation		0.52				0.52
Noncontrolling interests		-				-
Preferred dividends		-				-
Forecasted FFO per diluted share and unit	$	0.55			$	0.57
Legal and other costs		-				-
Casualty-related charges/(recoveries)		-				-
Realized/unrealized (gain)/loss on real estate technology investments		-				-
Forecasted FFO as Adjusted per diluted share and unit	$	0.55			$	0.57
Recurring capital expenditures		(0.05	)			(0.05	)
Forecasted AFFO per diluted share and unit	$	0.50			$	0.52

 

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