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Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments
15. Fair Value of Financial Instruments

Our financial instruments consist primarily of cash, cash equivalents and restricted cash, marketable securities, notes and other receivables, derivatives assets, debt, warrants and other liabilities. We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures, pursuant to ASC 820, "Fair Value Measurements and Disclosures." The following methods and assumptions were used in order to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

ASC 820, "Fair Value Measurements and Disclosures," requires disclosure regarding determination of fair value for assets and liabilities and establishes a hierarchy under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumption. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy:

Level 1 - Quoted unadjusted prices for identical instruments in active markets that we have the ability to access;

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severity, etc.) in active markets or can be corroborated by observable market data; and

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use.
Assets by Hierarchy Level

The table below sets forth our financial assets and liabilities (in millions) that required disclosure of fair value on a recurring basis as of March 31, 2023. The table presents the carrying values and fair values of our financial instruments as of March 31, 2023 and December 31, 2022, that were measured using the valuation techniques described above. The table excludes other financial instruments such as other receivables and accounts payable as the carrying values associated with these instruments approximate their fair value since their maturities are less than one year. These are classified as Level 1 in the hierarchy.

 March 31, 2023
Carrying ValueQuoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Fair Value
Financial Assets
Cash, cash equivalents and restricted cash$74.8 $74.8 $— $— $74.8 
Marketable securities105.5 105.5 — — 105.5 
Installment notes receivable on manufactured homes, net62.2 — — 62.2 62.2 
Notes receivable from real estate developers and operators435.0 — — 435.0 435.0 
Derivative assets15.2 — 15.2 — 15.2 
Total assets measured at fair value$692.7 $180.3 $15.2 $497.2 $692.7 
Financial Liabilities 
Secured debt$3,386.4 $— $3,386.4 $— $3,015.4 
Unsecured debt
Senior unsecured notes2,175.6 — 2,175.6 — 1,926.1 
Line of credit and other unsecured debt1,900.0 — 1,900.0 — 1,900.0 
Total unsecured debt4,075.6 — 4,075.6 — 3,826.1 
Other financial liabilities (contingent consideration)20.2 — — 20.2 20.2 
Total liabilities measured at fair value$7,482.2 $— $7,462.0 $20.2 $6,861.7 

 December 31, 2022
Carrying ValueQuoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Fair Value
Financial Assets
Cash, cash equivalents and restricted cash$90.4 $90.4 $— $— $90.4 
Marketable securities127.3 127.3 — — 127.3 
Installment notes receivable on manufactured homes, net65.9 — — 65.9 65.9 
Notes receivable from real estate developers and operators305.2 — — 305.2 305.2 
Derivative assets32.0 — 32.0 — 32.0 
Total assets measured at fair value$620.8 $217.7 $32.0 $371.1 $620.8 
Financial Liabilities  
Secured debt$3,217.8 $— $3,217.8 $— $2,814.1 
Unsecured debt
Senior unsecured notes1,779.6 — 1,779.6 — 1,432.7 
Line of credit and other unsecured debt2,199.8 — 2,199.8 — 2,199.8 
Total unsecured debt3,979.4 — 3,979.4 — 3,632.5 
Other financial liabilities (contingent consideration)20.2 — — 20.2 20.2 
Total liabilities measured at fair value$7,217.4 $— $7,197.2 $20.2 $6,466.8 
We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The following methods and assumptions were used in order to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash, Cash Equivalents and Restricted Cash

The carrying values of cash, cash equivalents and restricted cash approximate their fair market values due to the short-term nature of the instruments. These are classified as Level 1 in the hierarchy.

Marketable Securities
The fair value of marketable securities is measured by the quoted unadjusted share price which is readily available in active markets (Level 1). The change in the marketable securities balance was as follows (in millions):

Three Months EndedYear Ended
March 31, 2023December 31, 2022
Beginning Balance$127.3 $186.9 
Change in fair value measurement(19.9)(53.4)
Foreign currency translation adjustment(1.9)(7.7)
Dividend reinvestment, net of tax— 1.5 
Ending Balance$105.5 $127.3 

Installment Notes Receivable on Manufactured Homes

Installment notes receivable on manufactured homes are recorded at fair value and are measured using model-derived indicative pricing using primarily unobservable inputs, inclusive of default rates, interest rates and recovery rates (Level 3). Refer to Note 4, "Notes and Other Receivables," for additional information.

Notes Receivable from Real Estate Developers and Operators

Notes receivable from real estate developers and operators are recorded at fair value and are measured using model-derived indicative pricing using primarily unobservable inputs including interest rates and counterparty performance (Level 3). The carrying values of the notes generally approximate their fair market values either due to the nature of the note and / or the note being secured primarily by underlying real estate and real estate related collateral and / or personal guarantees. Refer to Note 4, "Notes and Other Receivables," for additional information.

Derivative Assets - Interest Rate Derivatives

Interest rate derivatives are recorded at fair value and consist of treasury rate lock contracts, interest rate swaps and forward swaps. The fair value of these financial instruments are measured using observable inputs based on the 10-year Treasury note rate, the SOFR and SONIA Rates, respectively (Level 2).

Secured Debt

Secured debt consists primarily of our mortgage term loans. The fair value of mortgage term loans is based on the estimates of management and on rates currently quoted, rates currently prevailing for comparable loans and instruments of comparable maturities (Level 2). Refer to Note 8, "Debt and Line of Credit," for additional information.

Unsecured Debt

Senior unsecured notes - the fair value of senior unsecured notes is based on the estimates of management and on rates currently quoted, rates currently prevailing for comparable loans and instruments of comparable maturities (Level 2). Refer to Note 8, "Debt and Line of Credit," for additional information.
Line of credit and other unsecured debt - consists primarily of our Senior Credit Facility. We have variable rates on our Senior Credit Facility. The fair value of the debt with variable rates approximates carrying value as the interest rates of these amounts approximate market rates. The estimated fair value of our indebtedness as of March 31, 2023 approximated its gross carrying value.

Other Financial Liabilities

We estimate the fair value of contingent consideration liabilities based on valuation models using significant unobservable inputs that generally consider discounting of future cash flows using market interest rates and adjusting for non-performance risk over the remaining term of the liability (Level 3).

Level 3 Reconciliation, Measurements and Transfers

We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. Availability of secondary market activity and consistency of pricing from third-party sources impacts our ability to classify securities as Level 2 or Level 3. There were no transfers into or out of Level 3 during the three months ended March 31, 2023.

The following tables summarize changes to our financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy for the three months ended March 31, 2023 and 2022 (in millions):

March 31, 2023March 31, 2022
Assets:Installment Notes Receivable on MH, netNotes Receivable From Real Estate Developers and OperatorsWarrantsInstallment Notes Receivable on MH, netNotes Receivable From Real Estate Developers and OperatorsWarrants
Level 3 beginning balance at December 31, 2022 and 2021
$65.9 $305.2 $— $79.1 $284.0 $— 
Realized gains / (losses)(1)
(1.7)— (0.4)0.2 — (0.6)
Purchases and issuances0.1 124.3 0.4 0.9 30.5 1.2 
Sales and settlements(2.1)(3.0)— (3.0)(4.1)— 
Dispositions of properties— — — — — — 
Foreign currency exchange gain / (losses)— 8.5 — — (6.0)— 
Level 3 ending balance at March 31, 2023 and 2022
$62.2 $435.0 $— $77.2 $304.4 $0.6 
(1) Includes realized gains / (losses) recorded in earnings within the following line items on the Consolidated Income Statements: Warrants - Income from nonconsolidated affiliates; Installment Notes Receivable on MH, net - Gain on remeasurement of notes receivable.
March 31, 2023March 31, 2022
Liabilities:Contingent ConsiderationContingent Consideration
Level 3 beginning balance December 31, 2022 and 2021
$20.2 $20.2 
Level 3 ending balance at March 31, 2023 and 2022(1)
$20.2 $20.2 
(1) There was no activity related to the Contingent consideration liability during the three months ended March 31, 2023 and 2022.

Although we have determined the estimated fair value amounts using available market information and commonly accepted valuation methodologies, considerable judgment is required in interpreting market data to develop fair value estimates. The fair value estimates are based on information available as of March 31, 2023. As such, our estimates of fair value could differ significantly from the actual carrying value.