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Fair Value
3 Months Ended
Mar. 31, 2015
Fair Value.  
Fair Value

 

Note 12. Fair value

 

The carrying amount of rents and other receivables, restricted cash, escrow deposits, prepaid expenses and other assets, and accounts payable and accrued expenses approximate fair value because of the short maturity of these amounts. The Company’s interest rate cap agreement, contingently convertible Series E units liability and preferred shares derivative liability are the only financial instruments recorded at fair value on a recurring basis in the condensed consolidated financial statements.

 

As our securitization transactions were recently entered into, management believes that the carrying values of the securitization transactions reasonably approximate their fair values as of March 31, 2015, which have been estimated by discounting future cash flows at market rates (Level 2). These market rates have been estimated based on recent market activity, including our own securitization transactions. As our credit facility bears interest at a floating rate based on an index plus a spread, which is 30 day LIBOR plus 2.75%, and the credit spread is consistent with those demanded in the market for credit facilities with similar risks and maturities, management believes that the carrying value of the credit facility as of March 31, 2015, reasonably approximates fair value, which has been estimated by discounting future cash flows at market rates (Level 2).

 

Inputs to the model used to value the contingently convertible Series E units liability include a risk-free rate corresponding to the assumed timing of the conversion date and a volatility input based on the historical volatilities of selected peer group companies. The starting point for the simulation is the most recent trading price in the Company’s Class A common shares, into which the Series E units are ultimately convertible. The timing of such conversion is based on the provisions of the contribution agreement and the Company’s best estimate of the events that trigger such conversions.

 

Valuation of the preferred shares derivative liability considers scenarios in which the preferred shares would be redeemed or converted into Class A common shares by the Company and the subsequent payoffs under those scenarios. The valuation also considers certain variables such as the risk-free rate matching the assumed timing of either redemption or conversion, volatility of the underlying home price appreciation index, dividend payments, conversion rates, the assumed timing of either redemption or conversion and an assumed drift factor in home price appreciation across certain metropolitan statistical areas, or MSAs, as outlined in the agreement.

 

The fair value of our interest rate cap agreement is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the interest rate cap. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. To comply with the provisions of ASC 820, Fair Value Measurements and Disclosures, the Company incorporates credit valuation adjustments to appropriately reflect the respective counterparty’s nonperformance risk in the fair value measurements.

 

The following tables set forth the fair value of our interest rate cap agreement, the contingently convertible Series E units liability and preferred shares derivative liability as of March 31, 2015, and December 31, 2014 (in thousands):

 

 

March 31, 2015

 

Description

 

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

Interest rate cap agreement

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Contingently convertible Series E units liability

 

$

 

$

 

$

70,219 

 

$

70,219 

 

Preferred shares derivative liability

 

$

 

$

 

$

57,840 

 

$

57,840 

 

 

 

 

December 31, 2014

 

Description

 

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

Interest rate cap agreement

 

$

 

$

14 

 

$

 

$

14 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Contingently convertible Series E units liability

 

$

 

$

 

$

72,057 

 

$

72,057 

 

Preferred shares derivative liability

 

$

 

$

 

$

57,960 

 

$

57,960 

 

 

The following table presents changes in the fair values of our Level 3 financial instruments, consisting of our contingently convertible series E units liability and preferred shares derivative liability, which are measured on a recurring basis with changes in fair value recognized in remeasurement of Series E units and remeasurement of preferred shares, respectively, in the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014 (in thousands):

 

Description

 

January 1, 2015

 

Issuances

 

Remeasurement
included in
earnings

 

March 31, 2015

 

Liabilities:

 

 

 

 

 

 

 

 

 

Contingently convertible Series E units liability

 

$

72,057

 

$

 

$

(1,838

)

$

70,219

 

Preferred shares derivative liability

 

$

57,960

 

$

 

$

(120

)

$

57,840

 

 

Description

 

January 1, 2014

 

Issuances

 

Remeasurement
included in
earnings

 

March 31, 2014

 

Liabilities:

 

 

 

 

 

 

 

 

 

Contingently convertible Series E units liability

 

$

66,938 

 

$

 

$

2,756 

 

$

69,694 

 

Preferred shares derivative liability

 

$

28,150 

 

$

1,242 

 

$

457 

 

$

29,849 

 

 

Changes in inputs or assumptions used to value the contingently convertible Series E units liability and preferred shares derivative liability may have a material impact on the resulting valuation.