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Fair value measurements
9 Months Ended
Sep. 30, 2020
Fair value measurements  
Fair value measurements

Note 5 – Fair value measurements

The following tables present estimated fair values of our financial instruments as of the period indicated, whether or not recognized or recorded in the consolidated balance sheets at the period indicated:

September 30, 2020

Fair Value Measurements Using

Carrying

Estimated

(dollars in thousands)

Value

Fair Value

Level 1

Level 2

Level 3

Financial Assets

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

173,602

$

173,602

$

173,602

$

$

Mortgage notes receivable, net

 

858,713

 

858,713

 

 

 

858,713

Interest and fees receivable

 

11,917

 

11,917

 

 

11,917

 

Investment in real property, net

 

3,743

 

3,743

 

 

 

3,743

Financial Liabilities

 

  

 

  

 

  

 

  

 

  

Accounts payable and accrued liabilities (1)

$

3,504

$

3,504

$

$

3,106

$

398

December 31, 2019

Fair Value Measurements Using

Carrying

Estimated

(dollars in thousands)

Value

Fair Value

Level 1

Level 2

Level 3

Financial Assets

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

238,214

$

238,214

$

238,214

$

$

Mortgage notes receivable, net

 

821,589

 

821,589

 

 

 

821,589

Interest and fees receivable

 

4,108

 

4,108

 

 

4,108

 

Investment in real property, net

 

5,837

 

5,837

 

 

 

5,837

Financial Liabilities

 

  

 

  

 

  

 

  

 

  

Accounts payable and accrued liabilities (1)

$

8,415

$

8,415

$

$

2,923

$

5,492

(1)Includes the level 3 valuation of the optional subscription liability derivative measured at fair value on a recurring basis.

We follow the accounting guidance in ASC 820, Fair Value Measurements and Disclosures, which requires the categorization of fair value measurement into three broad levels of the fair value hierarchy as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following table sets forth assets and liabilities measured and reported at fair value on a recurring and nonrecurring basis, as well as for which fair value is only disclosed, as of September 30, 2020 and December 31, 2019. All of these fair values are categorized as Level 3. The table also contains information about valuation methodologies and inputs used for assets that are measured at fair value and categorized within Level 3 as of September 30, 2020 and December 31, 2019:

Level 3

Valuation 

Unobservable

Range of

 

(dollars in thousands)

September 30, 2020

 

December 31, 2019

technique

 inputs

 inputs

Optional subscription liability (1)

 

$

398

$

5,492

 

Valuation model

Refer to Note 7 for assumptions

0 - 5

%

Real property (2)

 

3,743

5,837

 

Collateral valuations

Discount to appraised value based on comparable market prices

0 - 10

%

Impaired loans, net of allowance for loan losses (3)

 

211,575

28,853

 

Collateral valuations

Discount to appraised value based on comparable market prices

0 - 10

%

Total

 

$

215,716

$

40,182

 

 

(1)Optional subscription liability derivative measured at fair value on a recurring basis.
(2)Real estate property is stated at lower of cost or fair value, a non-recurring measurement of fair value.
(3)For impaired loans, the fair value is based on the fair value less the costs to sell the underlying property. The carrying value of the impaired loans, net of the allowance for loan losses, approximates fair value.

Fair value on a recurring basis

In connection with the Mergers, Trinity Merger Corp. issued $75 million of common stock, along with 7.2 million warrants and an optional subscription of up to $25 million of additional common stock (the “Optional Subscription Liability”) in a private placement transaction with certain entities affiliated with Farallon Capital Management, LLC (“Farallon”), which transaction is described in further detail in Note 11. We account for the Optional Subscription Liability as a derivative and, in accordance with ASC 815, we measure at fair value on a recurring basis. The value of this Optional Subscription Liability is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. The $5.1 million decrease in value for the nine months ended September 30, 2020 was recorded as other income in the accompanying unaudited condensed consolidated statement of income for that period. The Optional Subscription Liability is valued using a lattice model that primarily incorporates observable inputs such as our common stock price, exercise price term of the option and the risk-free rate, however, it also incorporates an assumption for equity volatility based on the volatility of the common stock of comparable public companies. As the result of using unobservable inputs in the valuation, we classify the Optional Subscription Liability as Level 3 within the fair value hierarchy.

Fair value on a nonrecurring basis

Investments in real properties are initially recorded at the acquisition cost less estimated costs to sell, which approximates fair value. Upon transfer from mortgage notes receivable to investment in real estate property, the fair value less costs to sell becomes the new cost for the property. Costs related to acquisition, development, construction and improvements are capitalized. At each reporting date, the fair value of real properties is based upon the most recent independent third-party appraisals of value discounted based upon our experience with actual liquidation values. These discounts to the appraisals generally range from 0% to 10%. As the result of using unobservable inputs in the valuation, we classify investments in real properties as Level 3 within the fair value hierarchy.

For impaired loans, fair values are based on the value of the underlying collateral less the costs to sell. At each reporting date, loans in contractual default status are evaluated based upon the most recent independent third-party appraisals of value discounted based upon our experience with actual liquidation values. These discounts to the appraisals generally range from 0% to 10%. As the result of using unobservable inputs in the valuation, we classify impaired loans as Level 3 within the fair value hierarchy.

Fair value disclosure only

For certain of our financial instruments, including cash equivalents, interest and fees receivable, other receivables, accounts payable, and accrued liabilities, which are classified under Level 1 within the fair value hierarchy, the carrying amounts approximate fair value due to their short-term maturities.

The mortgage notes receivable are secured by first deeds of trust, security agreements or legal title to real estate located in the United States. The mortgage notes receivable generally have initial terms ranging between five and 18 months based on the size of the project and expected timeline for completion of construction and may be extended by paying additional fees. Due to the short-term maturity of the mortgage notes receivable in current status, a premium or discount is not relevant and carrying value approximates fair value. As a result of the use of unobservable inputs, including third-party appraisals for estimating as-complete appraised values, we classify mortgage notes receivable as Level 3 within the fair value hierarchy.