Attached files
file | filename |
---|---|
EX-23.1 - EXHIBIT 23.1 - UDR, Inc. | c23987exv23w1.htm |
As filed with the Securities and Exchange Commission on November 1, 2011.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2011
UDR, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 1-10524 | 54-0857512 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado |
80129 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On May 2, 2011, UDR Inc. (UDR or the Company) filed with the Securities and Exchange
Commission a Current Report on Form 8-K dated April 1, 2011 (Commission File No. 1-10524),
reporting that the Company and its subsidiary United Dominion Realty L.P. (the Operating
Partnership), had during the 2011 fiscal year acquired various apartment communities located in
New York City, New York; San Francisco, California; Peabody, Massachusetts; and Woburn,
Massachusetts. These apartment community acquisitions are referred to as Previously Acquired
Communities in this report, and include: 10 Hanover, 388 Beale, 14 North and Inwood West.
This Current Report on Form 8-K/A is being filed to report that on July 19, 2011, the Company
closed on an acquisition of a multifamily apartment community referred to as Rivergate, located in
New York City, New York. The community, which is comprised of 706 homes, was acquired for $443.4
million. Individually, this transaction was not a significant acquisition at the time of the
transaction or at the date of this filing under the rules governing the reporting of transactions
on Form 8-K; however, this transaction, together with the transactions reported on the Form 8-K
dated May 2, 2011 and other unrelated acquisitions completed during 2011, in the aggregate were
significant pursuant to Rule 3-14 of Regulation S-X. The Company is therefore filing this Current
Report on Form 8-K to include certain financial information with respect to the additional property
acquired on July 19, 2011 and to provide updated pro forma financial statements for the year ended
December 31, 2010 and the six months ended June 30, 2011.
Item 9.01 Financial Statements and Exhibits.
The following financial statements are being filed in connection with the acquisition of
certain communities as described in Item 8.01 as required by Sections 210.3-14 and 210.11-01 of
Regulation S-X.
(a) Financial Statements of Real Estate Property Acquired |
||||
Rivergate |
||||
Report of Independent Auditors |
4 | |||
Statement of Revenues and Certain Expenses for the year ended December 31, 2010 |
5 | |||
Notes to Statement of Revenues and Certain Expenses |
6 | |||
(b) Unaudited Pro Forma Financial Information |
||||
Pro Forma Consolidated Balance Sheet as of December 31, 2010 |
8 | |||
Pro Forma Consolidated Statement of Operations for the year ended December 31, 2010 (unaudited) |
9 | |||
Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2011 (unaudited) |
10 | |||
Notes to Pro Forma Consolidated Financial Statements (unaudited) |
11 | |||
(c) Exhibits |
||||
23.1 Consent of Independent Auditors |
13 |
2
SIGNATURES
Pursuant to the requirements of the Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
UDR, Inc. |
||||
Date: November 1, 2011 | By: | /s/ David L. Messenger | ||
David L. Messenger | ||||
Senior Vice President & Chief Financial Officer (duly authorized officer, principal financial officer and chief accounting officer) |
||||
3
Report of Independent Auditors
Board of Directors
UDR, Inc.
UDR, Inc.
We have audited the accompanying statement of revenues and certain operating expenses of Rivergate
for the year ended December 31, 2010. The statement of revenues and certain operating expenses is
the responsibility of Rivergates management. Our responsibility is to express an opinion on the
statement of revenues and certain operating expenses based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United
States. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the statement of revenues and certain operating expenses is free of material
misstatement. We were not engaged to perform an audit of Rivergates internal control over
financial reporting. Our audit included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of Rivergates internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the statement of revenues and
certain operating expenses, assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain operating expenses was prepared for the purpose
of complying with the rules and regulations of the Securities and Exchange Commission for inclusion
in a Form 8-K to be filed by UDR, Inc. as described in Note 1, and is not intended to be a complete
presentation of the Rivergates revenues and expenses.
In our opinion, the statement of revenues and certain operating expenses referred to above presents
fairly, in all material respects, the revenues and certain operating expenses described in Note 1
of Rivergate for the year ended December 31, 2010, in conformity with U.S. generally accepted
accounting principles.
/s/ Ernst & Young LLP | ||||
New York, New York
October 5, 2011
October 5, 2011
4
Rivergate
Statements of Revenues and Certain Operating Expenses
(In thousands)
(In thousands)
Six Months | ||||||||
Ended | Year Ended | |||||||
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Revenues: |
||||||||
Rental income |
$ | 13,782 | $ | 27,266 | ||||
Other property income |
300 | 609 | ||||||
Total revenues |
14,082 | 27,875 | ||||||
Certain operating expenses: |
||||||||
Personnel |
1,503 | 2,609 | ||||||
Utilities |
965 | 1,271 | ||||||
Repairs and maintenance |
1,680 | 1,413 | ||||||
Administrative and marketing |
311 | 1,342 | ||||||
Real estate taxes and insurance |
4,307 | 8,601 | ||||||
Total certain operating expenses |
8,766 | 15,236 | ||||||
Revenues in excess of certain operating
expenses |
$ | 5,316 | $ | 12,639 | ||||
See accompanying notes to financial statements.
5
1. Basis of Presentation
On July 19, 2011, UDR, Inc. acquired Rivergate (the Community), a 35-story, 706-home apartment
community located in New York, New York from Rivergate Limited Partnership.
The statements of revenues and certain expenses relates to the operations of the Community and were
prepared for the purpose of complying with the rules and regulations of the Securities and Exchange
Commission (SEC), including Rule 3-14 of Regulation S-X (Rule 3-14). Accordingly, the accompanying
statements of revenues and certain expenses is not intended to be a complete presentation and
certain expenses such as depreciation, amortization, mortgage interest expense, property management
fees, income taxes, and entity expenses are not reflected in the statements of revenues and certain
operating expenses in accordance with Rule 3-14. Consequently, the statements of revenues and
certain operating expenses for the period presented is not representative of the actual operations
for the period presented, as certain revenues and expenses which may not be in the proposed future
operations of the Community have been excluded.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of the statement of revenues and certain operating expenses in conformity with GAAP
requires management to make estimates and assumptions that affect the reported amounts and
disclosure of revenues and certain operating expenses of the Community during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition
Rental income related to residential leases is recognized on an accrual basis when due from
residents. The apartment homes are leased under operating leases with terms of generally one year.
Advanced receipts of rental income are deferred and classified as liabilities until earned.
The Community leases space to commercial tenants under noncancelable operating lease agreements. As
such, the Community recognizes commercial lease revenue in accordance with Accounting Standards
Codification 840, Leases, which requires that lease revenue be recognized on a straight-line basis
over the term of the lease.
Repairs and Maintenance
Significant improvements, renovations or betterments that extend the economic useful life of the
assets are capitalized. Expenditures for repairs and maintenance are charged to operations as
incurred.
3. Commitment and Contingencies
From time to time, the Community is a party to legal proceedings and claims incidental to the
ordinary course of business. While the outcome of these legal proceedings and claims cannot be
predicted with certainty, management of the Community does not believe the ultimate resolution of
these matters would have a material adverse effect on the Communitys statement of revenues and
certain expenses.
4. Subsequent Events
Management of the Community has evaluated subsequent events through October 5, 2011, the date on
which the statement of revenues and certain operating expenses was issued.
6
(b) Pro Forma Financial Information
The Unaudited Pro Forma Consolidated Financial Statements (including notes thereto) are
qualified in their entirety by reference to, and should be read in conjunction with, the Companys
Current Report on Form 8-K filed with the SEC on August 5, 2011 and the financial statements
included in Item 9.01(a) of this Current Report on Form 8-K/A.
The accompanying Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2011, reflects
the financial position of the Company as if the acquisition described in the Notes to the Unaudited
Pro Forma Consolidated Financial Statements had been completed on June 30, 2011. The accompanying
Unaudited Consolidated Statement of Operations for the twelve months ended December 31, 2010 and
the six months ended June 30, 2011 present the results of operations of the Company as if the
transactions described in the Notes to the Unaudited Pro Forma Consolidated Financial Statements
had been completed on January 1, 2010.
The accompanying Unaudited Pro Forma Consolidated Financial Statements are subject to a number
of estimates, assumptions, and other uncertainties, and do not purport to be indicative of the
actual results of operations that would have occurred had the acquisitions reflected therein in
fact occurred on the dates specified, nor do such financial statements purport to be indicative of
the results of operations that may be achieved in the future. In addition, the Unaudited Pro Forma
Consolidated Financial Statements include pro forma allocations of the purchase price for the
properties discussed in the accompanying notes based upon preliminary estimates of the fair values
of the assets acquired and liabilities assumed in connection with the acquisitions and are subject
to change.
7
UDR, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2011
(In thousands, except share and per share data)
(unaudited)
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2011
(In thousands, except share and per share data)
(unaudited)
UDR | Pro Forma | |||||||||||
(Historical) | Adjustments | Pro Forma | ||||||||||
(audited) | (unaudited) | (unaudited) | ||||||||||
ASSETS |
||||||||||||
Real estate owned: |
||||||||||||
Real estate held for investment |
$ | 7,141,505 | $ | 440,544 | (a) | $ | 7,582,049 | |||||
Less: accumulated depreciation |
(1,726,258 | ) | | (1,726,258 | ) | |||||||
Real estate held for investment, net |
5,415,247 | 440,544 | 5,855,791 | |||||||||
Real estate under development |
157,301 | | 157,301 | |||||||||
Total real estate owned, net of accumulated depreciation |
5,572,548 | 440,544 | 6,013,092 | |||||||||
Cash and cash equivalents |
21,634 | | 21,634 | |||||||||
Marketable securities |
| | | |||||||||
Restricted cash |
20,220 | | 20,220 | |||||||||
Deferred financing costs, net |
24,747 | | 24,747 | |||||||||
Notes receivable |
7,800 | | 7,800 | |||||||||
Investment in unconsolidated joint ventures |
177,404 | | 177,404 | |||||||||
Other assets |
137,424 | 3,906 | (a) | 141,330 | ||||||||
Total assets |
$ | 5,961,777 | $ | 444,450 | $ | 6,406,227 | ||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||
Secured debt |
$ | 1,992,401 | $ | | $ | 1,992,401 | ||||||
Unsecured debt |
1,707,185 | 443,403 | (a) | 2,150,588 | ||||||||
Real estate taxes payable |
14,525 | | 14,525 | |||||||||
Accrued interest payable |
23,341 | | 23,341 | |||||||||
Security deposits and prepaid rent |
30,524 | | 30,524 | |||||||||
Distributions payable |
42,654 | | 42,654 | |||||||||
Deferred fees and gains on the sale of depreciable property |
29,011 | | 29,011 | |||||||||
Accounts payable, accrued expenses, and other liabilities |
104,179 | 1,047 | (a) | 105,226 | ||||||||
Total liabilities |
3,943,820 | 444,450 | 4,388,270 | |||||||||
Redeemable non-controlling interests in operating partnership |
187,309 | | 187,309 | |||||||||
Stockholders equity |
||||||||||||
Preferred stock, no par value; 50,000,000 shares authorized |
||||||||||||
2,803,812 shares of 8.00% Series E Cumulative Convertible issued
and outstanding (2,803,812 shares at December 31, 2010) |
46,571 | | 46,571 | |||||||||
3,264,362 shares of 6.75% Series G Cumulative Redeemable issued
and outstanding (3,405,562 shares at December 31, 2010) |
81,609 | | 81,609 | |||||||||
Common stock, $0.01 par value; 250,000,000 shares authorized |
| |||||||||||
196,660,518 shares issued and outstanding (182,496,330 shares at December 31, 2010) |
1,967 | | 1,967 | |||||||||
Additional paid-in capital |
2,782,510 | | 2,782,510 | |||||||||
Distributions in excess of net income |
(1,075,499 | ) | | (1,075,499 | ) | |||||||
Accumulated other comprehensive income/(loss), net |
(10,285 | ) | | (10,285 | ) | |||||||
Total UDR, Inc. stockholders equity |
1,826,873 | | 1,826,873 | |||||||||
Non-controlling interest |
3,775 | 3,775 | ||||||||||
Total equity |
1,830,648 | | 1,830,648 | |||||||||
Total liabilities and stockholders equity |
$ | 5,961,777 | $ | 444,450 | $ | 6,406,227 | ||||||
See accompanying notes.
8
UDR,
Inc.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
(In thousands, except per share data)
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
(In thousands, except per share data)
Historical | ||||||||||||||||||||
Previously | ||||||||||||||||||||
Acquired | Pro Forma | |||||||||||||||||||
UDR | Communities | Rivergate | Adjustments | Pro Forma | ||||||||||||||||
(audited) | (audited) | (audited) | (unaudited) | (unaudited) | ||||||||||||||||
REVENUES |
||||||||||||||||||||
Rental income |
$ | 605,295 | $ | 39,836 | $ | 27,266 | 198 | (a) | 672,595 | |||||||||||
Non-property income: |
||||||||||||||||||||
Other income |
12,494 | 1,487 | 609 | | 14,590 | |||||||||||||||
Total revenues |
617,789 | 41,323 | 27,875 | 198 | 687,185 | |||||||||||||||
EXPENSES |
||||||||||||||||||||
Rental expenses: |
||||||||||||||||||||
Real estate taxes and insurance |
75,041 | 2,508 | 8,601 | | 86,150 | |||||||||||||||
Personnel |
55,411 | 2,277 | 2,609 | | 60,297 | |||||||||||||||
Utilities |
33,140 | 3,167 | 1,271 | | 37,578 | |||||||||||||||
Repair and maintenance |
34,369 | 2,833 | 1,413 | | 38,615 | |||||||||||||||
Administrative and marketing |
15,814 | 1,535 | 1,342 | | 18,691 | |||||||||||||||
Property management |
16,646 | 407 | | | 17,053 | |||||||||||||||
Other operating expenses |
5,848 | | | 72 | (b) | 5,920 | ||||||||||||||
Real estate depreciation and amortization |
289,957 | | | 63,168 | (c) | 353,125 | ||||||||||||||
Interest |
||||||||||||||||||||
Expense incurred |
142,984 | | | 17,141 | (d) | 160,125 | ||||||||||||||
Net loss/(gain) on debt extinguishment |
1,204 | | | | 1,204 | |||||||||||||||
Amortization of convertible debt discount |
3,530 | | | | 3,530 | |||||||||||||||
General and administrative |
42,710 | | | | 42,710 | |||||||||||||||
Severance costs and other restructuring charges |
6,803 | | | | 6,803 | |||||||||||||||
Other depreciation and amortization |
4,843 | | | | 4,843 | |||||||||||||||
Total expenses |
728,300 | 12,727 | 15,236 | 80,381 | 836,644 | |||||||||||||||
Loss from operations |
(110,511 | ) | 28,596 | 12,639 | (80,183 | ) | (149,459 | ) | ||||||||||||
Loss from unconsolidated entities |
(4,204 | ) | | | | (4,204 | ) | |||||||||||||
Loss from continuing operations |
(114,715 | ) | 28,596 | 12,639 | (80,183 | ) | (153,663 | ) | ||||||||||||
Income from discontinued operations |
8,127 | | | | 8,127 | |||||||||||||||
Consolidated net (loss)/income |
(106,588 | ) | 28,596 | 12,639 | (80,183 | ) | (145,536 | ) | ||||||||||||
Net loss attributable to redeemable non-controlling interests in OP |
3,835 | (1,347 | ) | | 4,367 | (e) | 6,855 | |||||||||||||
Net income attributable to non-controlling interests |
(146 | ) | | | | (146 | ) | |||||||||||||
Net (loss)/income attributable to UDR, Inc. |
(102,899 | ) | 27,249 | 12,639 | (75,816 | ) | (138,827 | ) | ||||||||||||
Distributions to preferred stockholders Series E (Convertible) |
(3,726 | ) | | | (3,726 | ) | ||||||||||||||
Distributions to preferred stockholders Series G |
(5,762 | ) | | | (5,762 | ) | ||||||||||||||
Discount on preferred stock repurchases, net |
25 | | | 25 | ||||||||||||||||
Net (loss)/income attributable to common stockholders |
$ | (112,362 | ) | $ | 27,249 | $ | 12,639 | $ | (75,816 | ) | $ | (148,290 | ) | |||||||
Earnings/(loss) per weighted average common share basic : |
||||||||||||||||||||
Loss from continuing operations attributable to common stockholders |
$ | (0.73 | ) | $ | (0.94 | ) | ||||||||||||||
Income from discontinued operations |
$ | 0.05 | $ | 0.05 | ||||||||||||||||
Net loss attributable to common stockholders |
$ | (0.68 | ) | $ | (0.89 | ) | ||||||||||||||
Earnings/(loss) per weighted average common share diluted: |
||||||||||||||||||||
Loss from continuing operations attributable to common stockholders |
$ | (0.73 | ) | $ | (0.94 | ) | ||||||||||||||
Income from discontinued operations |
$ | 0.05 | $ | 0.05 | ||||||||||||||||
Net loss attributable to common stockholders |
$ | (0.68 | ) | $ | (0.89 | ) | ||||||||||||||
Weighted average number of common shares outstanding basic |
165,857 | 165,857 | ||||||||||||||||||
Weighted
average number of common shares outstanding diluted |
165,857 | 165,857 |
See accompanying notes.
9
UDR, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2011
(In thousands, except per share data)
(Unaudited)
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2011
(In thousands, except per share data)
(Unaudited)
Pro Forma Adjustments- | ||||||||||||||||||||
Historical | Previously Acquired | Pro Forma | Pro Forma | |||||||||||||||||
UDR | Rivergate | Communities (f) | Adjustments | Consolidated | ||||||||||||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||||||
REVENUES |
||||||||||||||||||||
Rental income |
$ | 340,462 | $ | 13,782 | $ | 10,787 | $ | 71( | a) | $ | 365,102 | |||||||||
Non-property income: |
||||||||||||||||||||
Other income |
7,390 | 300 | | | 7,690 | |||||||||||||||
Total revenues |
347,852 | 14,082 | 10,787 | 71 | 372,792 | |||||||||||||||
EXPENSES |
||||||||||||||||||||
Rental expenses: |
||||||||||||||||||||
Real estate taxes and insurance |
41,355 | 4,307 | 646 | | 46,308 | |||||||||||||||
Personnel |
30,168 | 1,503 | 841 | | 32,512 | |||||||||||||||
Utilities |
18,133 | 965 | 582 | | 19,680 | |||||||||||||||
Repair and maintenance |
18,560 | 1,680 | 326 | | 20,566 | |||||||||||||||
Administrative and marketing |
8,270 | 311 | 245 | | 8,826 | |||||||||||||||
Property management |
9,363 | | 297 | | 9,660 | |||||||||||||||
Other operating expenses |
3,001 | | 18 | | 3,019 | |||||||||||||||
Real estate depreciation and amortization |
172,625 | | 12,635 | 9,617( | c) | 194,877 | ||||||||||||||
Interest |
||||||||||||||||||||
Expense incurred |
72,969 | | 2,791 | 1,774 | 77,534 | |||||||||||||||
Amortization of convertible debt discount |
718 | | | | 718 | |||||||||||||||
Other debt charges |
4,059 | | | | 4,059 | |||||||||||||||
General and administrative |
23,593 | | | | 23,593 | |||||||||||||||
Other depreciation and amortization |
2,029 | | | | 2,029 | |||||||||||||||
Total expenses |
404,843 | 8,766 | 18,381 | 11,391 | 443,381 | |||||||||||||||
Loss from operations |
(56,991 | ) | 5,316 | (7,594 | ) | (11,320 | ) | (70,589 | ) | |||||||||||
Loss from unconsolidated entities |
(2,680 | ) | | | | (2,680 | ) | |||||||||||||
Loss from continuing operations |
(59,671 | ) | 5,316 | (7,594 | ) | (11,320 | ) | (73,269 | ) | |||||||||||
Income from discontinued operations |
45,924 | | | | 45,924 | |||||||||||||||
Consolidated net income/(loss) |
(13,747 | ) | 5,316 | (7,594 | ) | (11,320 | ) | (27,345 | ) | |||||||||||
Net (income)/loss attributable to redeemable non-controlling interests in OP |
611 | | | 283( | e) | 894 | ||||||||||||||
Net income attributable to non-controlling interests |
(88 | ) | | | | (88 | ) | |||||||||||||
Net income/(loss) attributable to UDR, Inc. |
(13,224 | ) | 5,316 | (7,594 | ) | (11,037 | ) | (26,539 | ) | |||||||||||
Distributions to preferred stockholders Series E (Convertible) |
(1,862 | ) | | | | (1,862 | ) | |||||||||||||
Distributions to preferred stockholders Series G |
(2,833 | ) | | | | (2,833 | ) | |||||||||||||
(Premium)/discount on preferred stock repurchases, net |
(175 | ) | | | | (175 | ) | |||||||||||||
Net income/(loss) attributable to common stockholders |
$ | (18,094 | ) | $ | 5,316 | $ | (7,594 | ) | $ | (11,037 | ) | $ | (31,409 | ) | ||||||
Earnings/(loss) per weighted average common share basic and diluted: |
||||||||||||||||||||
Loss from continuing operations attributable to common stockholders |
$ | (0.34 | ) | $ | (0.41 | ) | ||||||||||||||
Income from discontinued operations |
$ | 0.24 | $ | 0.24 | ||||||||||||||||
Net loss attributable to common stockholders |
$ | (0.10 | ) | $ | (0.17 | ) | ||||||||||||||
Weighted average number of common shares outstanding basic and diluted |
186,527 | 186,527 |
See accompanying notes.
10
UDR, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Unaudited Pro Forma Consolidated Balance Sheet Adjustments
(a) | Reflects the effect of the acquisition of the Rivergate apartment community in July 2011. We financed this acquisition with borrowings under our revolving credit facility. The pro forma purchase price allocations are as follows (purchase price allocations are estimated for pro forma purposes and the actual allocations may differ) (amounts in thousands): |
Leases in Place | ||||||||||||||||||||
for Residential | Below Market | |||||||||||||||||||
Property | Purchase Price | Land | Building | and Retail | Retail Leases | |||||||||||||||
Rivergate |
$ | 443,403 | $ | 114,349 | $ | 326,195 | $ | 3,906 | $ | 1,047 |
Unaudited Pro Forma Consolidated Statement of Operations Adjustments
(a) | Reflects amortization of approximately $198,000 and $71,000 for the twelve months ended December 31, 2010 and the six month ended June 30, 2011, respectively, for the net below-market lease intangibles recorded as part of the acquisitions. | ||
(b) | Reflects ground lease expense for 10 Hanover Square. | ||
(c) | Reflects the estimated depreciation and amortization that would have been recorded by UDR based on the depreciable basis of the acquired communities, assuming asset lives ranging from five to thirty-five years as well as the amortization of the identifiable intangible values recorded with an estimated useful life of approximately one year. | ||
(d) | Reflects estimated interest expense that would have been recorded for the increase in our revolving credit facility, deferred financing costs and assumed debt, including the impact of amortizing the fair market adjustment on fixed rate debt over the term of the related debt instrument. | ||
(e) | Reflects the difference between historical non-controlling interest and what would have been recorded by the Company as a result of the pro forma adjustments to reported earnings for the acquired and disposed communities. | ||
(f) | Reflects the actual results for the Previously Acquired Communities, pro rated for the six months ended June 30, 2011. |
11
Exhibit Index
23.1 | Consent
of Ernst & Young LLP Independent Auditors |
12