FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS (UNITED DOMINION REALTY, L.P.)

9 Months Ended

Sep. 30, 2020

FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS

10. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS

Fair value is based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level valuation hierarchy prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below:

●

Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

●

Level 2 — Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.

●

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of September 30, 2020 and December 31, 2019, are summarized as follows (dollars in thousands):

Fair Value at September 30, 2020, Using

Total

Quoted

Carrying

Prices in

Amount in

Active

Statement of

Markets

Significant

Financial

Fair Value

for Identical

Other

Significant

Position at

Estimate at

Assets or

Observable

Unobservable

September 30,

Liabilities

Inputs

2020 (a)

2020

(Level 1)

(Level 2)

(Level 3)

Description:

Notes receivable, net (b)

156,996

168,122

—

168,122

Derivatives - Interest rate contracts (b)

—

Total assets

156,998

168,124

—

168,122

Derivatives - Interest rate contracts (c)

1,236

—

1,236

—

Secured debt instruments - fixed rate: (d)

Mortgage notes payable

908,493

959,213

—

959,213

Secured debt instruments - variable rate: (d)

Tax-exempt secured notes payable

27,000

—

27,000

Unsecured debt instruments: (d)

Working capital credit facility

22,086

—

22,086

Commercial paper program

230,000

—

230,000

Unsecured notes

3,756,877

4,094,384

—

4,094,384

Total liabilities

4,945,692

5,333,919

—

1,236

5,332,683

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (e)

759,986

—

759,986

—


					Fair Value at December 31, 2019, Using
	Total				Quoted
	Carrying				Prices in
	Amount in				Active
	Statement of				Markets		Significant
	Financial		Fair Value		for Identical		Other		Significant
	Position at		Estimate at		Assets or		Observable		Unobservable
	December 31,		December 31,		Liabilities		Inputs		Inputs
	2019 (a)		2019		(Level 1)		(Level 2)		(Level 3)
Description:
Notes receivable, net (b)	$	153,650	$	160,197	$	—	$	—	$	160,197
Derivatives - Interest rate contracts (c)		6		6		—		6		—
Total assets	$	153,656	$	160,203	$	—	$	6	$	160,197

Derivatives - Interest rate contracts (c)	$	142	$	142	$	—	$	142	$	—
Secured debt instruments - fixed rate: (d)
Mortgage notes payable		906,228		898,329		—		—		898,329
Credit facilities		218,490		213,661		—		—		213,661
Secured debt instruments - variable rate: (d)
Tax-exempt secured notes payable		27,000		27,000		—		—		27,000
Unsecured debt instruments: (d)
Working capital credit facility		16,583		16,583		—		—		16,583
Commercial paper program		300,000		300,000		—		—		300,000
Unsecured notes		3,263,152		3,397,622		—		—		3,397,622
Total liabilities	$	4,731,595	$	4,853,337	$	—	$	142	$	4,853,195

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (e)	$	1,018,665	$	1,018,665	$	—	$	1,018,665	$	—

(a)	Balances include fair market value adjustments and exclude deferred financing costs.

(b)	See Note 2, Significant Accounting Policies.

(c)	See Note 11, Derivatives and Hedging Activity.

(d)	See Note 7, Secured and Unsecured Debt, Net.

(e)	See Note 9, Noncontrolling Interests.

There were no transfers into or out of any of the levels of the fair value hierarchy during the nine months ended September 30, 2020.

Financial Instruments Carried at Fair Value

The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair values of interest rate options are 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 caps. 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.

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2020 and December 31, 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership have a redemption feature and are marked to their redemption value. The redemption value is based on the fair value of the Company’s common stock at the redemption date, and therefore, is calculated based on the fair value of the Company’s common stock at the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership are classified as Level 2.

Financial Instruments Not Carried at Fair Value

At September 30, 2020 and December 31, 2019, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaids, real estate taxes payable, accrued interest payable, security deposits and prepaid rent, distributions payable and accounts payable approximated their carrying values because of the short term nature of these instruments. The estimated fair values of other financial instruments, which includes notes receivable and debt instruments, are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations.

United Dominion Realty L.P.

Entity information

FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS

8. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS

●

Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

●

The estimated fair values of the Operating Partnership’s financial instruments either recorded or disclosed on a recurring basis as of September 30, 2020 and December 31, 2019 are summarized as follows (dollars in thousands):


					Fair Value at September 30, 2020, Using
	Total				Quoted
	Carrying				Prices in
	Amount in				Active
	Statement of				Markets		Significant
	Financial		Fair Value		for Identical		Other		Significant
	Position at		Estimate at		Assets or		Observable		Unobservable
	September 30,		September 30,		Liabilities		Inputs		Inputs
	2020 (a)		2020		(Level 1)		(Level 2)		(Level 3)
Description:
Derivatives- Interest rate contracts (b)	$	6	$	6	$	—	$	6	$	—
Total assets	$	6	$	6	$	—	$	6	$	—

Secured debt instrument - fixed rate: (c)
Mortgage note payable	$	72,500	$	78,907	$	—	$	—	$	78,907
Secured debt instrument - variable rate: (c)
Tax-exempt secured note payable		27,000		27,000		—		—		27,000
Unsecured debt instruments: (d)
Notes payable due to the General Partner		665,603		665,603		—		—		665,603
Total liabilities	$	765,103	$	771,510	$	—	$	—	$	771,510


					Fair Value at December 31, 2019, Using
					Quoted
	Total				Prices in
	Carrying				Active
	Amount in				Markets
	Statement of				for Identical		Significant
	Financial		Fair Value		Assets		Other		Significant
	Position at		Estimate at		or		Observable		Unobservable
	December 31,		December 31,		Liabilities		Inputs		Inputs
	2019 (a)		2019		(Level 1)		(Level 2)		(Level 3)
Description:
Secured debt instruments - fixed rate: (c)
Mortgage notes payable	$	72,500	$	71,976	$	—	$	—	$	71,976
Secured debt instrument - variable rate: (c)
Tax-exempt secured note payable		27,000		27,000		—		—		27,000
Unsecured debt instruments: (d)
Notes payable due to the General Partner		637,233		637,233		—		—		637,233
Total liabilities	$	736,733	$	736,209	$	—	$	—	$	736,209

(a)	Balances exclude deferred financing costs.

(b)	See Note 9, Derivatives and Hedging Activity.

(c)	See Note 6, Debt, Net.

(d)	See Note 7, Related Party Transactions.

There were no transfers into or out of each of the levels of the fair value hierarchy during the nine months ended September 30, 2020.

Financial Instruments Carried at Fair Value

The General Partner, on behalf of the Operating Partnership, incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Operating Partnership has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the General Partner, on behalf of the Operating Partnership, has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2020 and December 31, 2019, the Operating Partnership has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Operating Partnership has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Operating Partnership made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Financial Instruments Not Carried at Fair Value

As of September 30, 2020, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaids, real estate taxes payable, accrued interest payable, security deposits and prepaid rent, distributions payable and accounts payable approximated their carrying values because of the short term nature of these instruments. The estimated fair values of other financial instruments, which includes debt instruments, are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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