Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

15. Fair Value Measurements

All financial instruments of the Company are reflected in the accompanying Condensed Consolidated Balance Sheets at amounts which, in management’s estimation, based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values, except those listed below, for which fair values are disclosed. The valuation method used to estimate fair value for fixed-rate and variable-rate debt, and mortgage and other finance receivables, is based on discounted cash flow analyses, with assumptions that include credit spreads, market yield curves, trading activity, loan amounts and debt maturities. The fair values for marketable securities are based on published values, securities dealers’ estimated market values or comparable market sales. The fair value for embedded derivative liability is based on using the “with-and-without” method. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. Interest rate swaps are measured at fair value 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.

As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

The following are financial instruments for which the Company’s estimated fair value differs from the carrying amount (in thousands):

		June 30, 2024				December 31, 2023
	Fair Value Hierarchy	Carrying Amounts		Estimated Fair Value		Carrying Amounts		Estimated Fair Value
Assets:
Mortgage and other financing receivables (1)	Level 3	$	469,694	$	460,853	$	130,745	$	122,323
Liabilities:
Notes payable, net (2)
Senior unsecured notes	Level 2	$	6,614,230	$	5,943,296	$	7,262,851	$	6,671,450
Term loans	Level 3	$	508,774	$	510,216	$	-	$	-
Credit facility	Level 3	$	214,249	$	220,655	$	-	$	-
Mortgages payable, net (3)	Level 3	$	337,456	$	312,653	$	353,945	$	329,955

(1)The carrying value includes allowance for credit losses of $5.8 million and $1.3 million as of June 30, 2024 and December 31, 2023, respectively.

(2)The carrying value includes deferred financing costs of $68.1 million and $65.0 million as of June 30, 2024 and December 31, 2023, respectively.

(3)The carrying value includes deferred financing costs of $1.0 million and $1.2 million as of June 30, 2024 and December 31, 2023, respectively.

The Company has certain financial instruments that must be measured under the FASB’s Fair Value Measurements and Disclosures guidance, including available for sale securities, interest rate swaps and embedded derivative liabilities. The Company currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level of the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023, aggregated by the level of the fair value hierarchy within which those measurements fall (in thousands):

	Balance at June 30, 2024		Level 1		Level 2		Level 3
Assets:
Marketable equity securities	$	1,612	$	1,612	$	-	$	-
Interest rate swaps derivative assets	$	7,820	$	-	$	7,820	$	-
Liabilities:
Embedded derivative liability	$	33,191	$	-	$	-	$	33,191

	Balance at  December 31, 2023		Level 1		Level 2		Level 3
Assets:
Marketable equity securities	$	330,057	$	330,057	$	-	$	-
Liabilities:
Embedded derivative liability	$	30,914	$	-	$	-	$	30,914

The significant unobservable input (Level 3 inputs) used in measuring the Company’s embedded derivative liability, which is categorized with Level 3 of the fair value hierarchy, is the discount rate of 6.50% and 6.40% as of June 30, 2024 and December 31, 2023, respectively.

The table below presents the change in fair value of the embedded derivative liability measured using Level 3 inputs for the six months ended June 30, 2024 and 2023 (in thousands):

	Six Months Ended June 30,
	2024			2023
Balance as of January 1,	$	30,914		$	56,000
Settlements		(802	)		-
Change in fair value (included in Other income, net)		3,079			-
Balance as of June 30,	$	33,191		$	56,000

Assets measured at fair value on a non-recurring basis at December 31, 2023 were as follows (in thousands):

	Balance at  December 31, 2023		Level 1		Level 2		Level 3
Real estate	$	11,724	$	-	$	-	$	11,724

During the six months ended June 30, 2024 and 2023, the Company recognized impairment charges related to adjustments to property carrying values of $3.9 million and $11.8 million, respectively. The Company’s estimated fair values of these assets were primarily based upon estimated sales prices from signed contracts or letters of intent from third-party offers, which were less than the carrying value of the assets. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third-party offers. Based on these inputs, the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy.