Note 12 - Fair Value Measurements

3 Months Ended

Mar. 31, 2019

12.

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 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. Such fair value estimates are

not

necessarily indicative of the amounts that would be realized upon disposition.

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

and

of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level

of the hierarchy).

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

	March 31, 2019				December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Notes payable, net (1)	$	4,383,413	$	4,302,177	$	4,381,456	$	4,126,450
Mortgages and construction loan payable, net (2)	$	485,341	$	483,412	$	492,416	$	486,341

(

)

The Company determined that the valuation of its Senior Unsecured Notes were classified within Level

of the fair value hierarchy and its unsecured revolving credit facility was classified within Level

of the fair value hierarchy. The estimated fair value amounts classified as Level

as of

March 31, 2019

and

December 31, 2018,

were

$4.2

billion and

$4.0

billion, respectively. The estimated fair value amounts classified as Level

as of

March 31, 2019

and

December 31, 2018,

were

$97.9

million and

$97.6

million, respectively.

(

)

The Company determined that its valuation of its mortgages and construction loan were classified within Level

of the fair value hierarchy.

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. 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.

The tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis as of

March 31, 2019

and

December 31, 2018,

aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

	Balance at March 31, 2019		Level 1		Level 2	Level 3
Assets:
Marketable equity securities	$	10,705	$	10,705	$	$	-

	Balance at December 31, 2018		Level 1		Level 2		Level 3
Assets:
Marketable equity securities	$	9,045	$	9,045	$	-	$	-

Assets measured at fair value on a non-recurring basis during the

three

months ended

March 31, 2019

and the year ended

December 31, 2018,

are as follows (in thousands):

	Balance at March 31, 2019		Level 1		Level 2		Level 3

Real estate	$	13,700	$	-	$	-	$	13,700

	Balance at December 31, 2018		Level 1		Level 2		Level 3

Real estate	$	99,693	$	-	$	-	$	99,693
Investments in real estate joint ventures (1)	$	62,429	$	-	$	-	$	62,429

(

)

Fair value measurement as of date of deconsolidation.

During the

three

months ended

March 31, 2019

and

2018,

the Company recognized impairment charges related to adjustments to property carrying values of

$4.2

million and

$7.6

million, respectively. The Company’s estimated fair values of these properties were primarily based upon estimated sales prices from signed contracts or letters of intent from

third

party offers. 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

of the fair value hierarchy. (See Footnote

to the Notes to the Company’s Condensed Consolidated Financial Statements for additional discussion regarding impairment charges).

- 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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