Marketable Securities, Fair Value Measurements and Notes Payable | 4. Marketable Securities, Fair Value Measurements and Notes Payable Marketable Securities: The following is a summary of the Company’s available for sale securities: As of March 31,2020 Gross Gross Unrealized Unrealized Adjusted Cost Gains Losses Fair Value Marketable Securities: Equity securities: Equity Securities, primarily REITs $ 7,088 $ — $ (1,250) $ 5,838 Marco OP Units and Marco II OP Units 19,227 — (7,748) 11,479 26,315 — (8,998) 17,317 Debt securities: Corporate Bonds 15,993 — (1,848) 14,145 Total $ 42,308 $ — $ (10,846) $ 31,462 As of December 31, 2019 Gross Gross Unrealized Unrealized Adjusted Cost Gains Losses Fair Value Marketable Securities: Equity securities: Equity Securities, primarily REITs $ 6,799 $ 375 $ (17) $ 7,157 Marco OP Units and Marco II OP Units 19,227 11,942 — 31,169 26,026 12,317 (17) 38,326 Debt securities: Corporate Bonds 15,993 442 (23) 16,412 Total $ 42,019 $ 12,759 $ (40) $ 54,738 As of both March 31, 2020 and December 31, 2019, the Company held an aggregate of 209,243 Marco OP Units and Marco II OP Units, of which 89,695 were owned by PRO. The Marco OP Units and the Marco II OP Units are exchangeable for a similar number of common operating partnership units (“Simon OP Units”) of Simon Property Group, L.P., (“Simon OP”), the operating partnership of Simon Property Group, Inc. (“Simon”), a public REIT that is an owner and operator of shopping malls and outlet centers. Subject to the various conditions, the Company may elect to exchange the Marco OP Units and/or the Marco II OP Units to Simon OP Units which must be immediately delivered to Simon in exchange for cash or similar number of shares of Simon’s common stock (“Simon Stock”). Accordingly, the Marco OP Units and Marco II OP Units are valued based on the closing price of Simon’s stock as of the dates indicated. Financial markets have experienced significant volatility in response to the current COVID-19 pandemic, including significant reductions in market interest rates and market prices of certain equity securities during the three months ended March 31, 2020. During the three months ended March 31, 2020, the Company incurred an unrealized loss on its marketable equity securities of approximately $21.3 million, which is included in its consolidated statements of operations. Approximately $19.7 million of this unrealized loss was attributable to its Marco OP Units and Marco II OP Units. As a result, the Company’s marketable equity securities had an aggregate unrealized loss of approximately $9.0 million, including $7.7 million attributable to the Marco OP Units and Marco II OP Units, as of March 31, 2020. Additionally, during the three months ended March 31, 2020, the Company’s experienced a holding loss of approximately $2.3 million on its available for sale marketable debt securities, which is included in its consolidated statements of comprehensive income. The Company considers the declines in market value of its investments in marketable debt securities to be temporary in nature as the unrealized losses were caused primarily by financial market volatility associated with the current COVID-19 pandemic which resulting in significant reductions in market interest rates and market prices of certain debt securities. When evaluating its investments in marketable debt securities for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the marketable security before recovery of its amortized cost basis. During the three months ended March 31, 2020 and 2019, the Company did not recognize any impairment charges on its investments in marketable debt securities. As of March 31, 2020, the Company does not consider any of its investments in marketable debt securities to be other-than-temporarily impaired. The Company may sell certain of its investments in marketable debt securities prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: · Level 1 – Quoted prices in active markets for identical assets or liabilities. · Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Marketable securities measured at fair value on a recurring basis as of the dates indicated are as follows: Fair Value Measurement Using As of March 31, 2020 Level 1 Level 2 Level 3 Total Marketable Securities: Equity Securities, primarily REITs $ 5,838 $ — $ — $ 5,838 Marco OP and OP II Units — 11,479 — 11,479 Corporate Bonds — 14,145 — 14,145 Total $ 5,838 $ 25,624 $ — $ 31,462 Fair Value Measurement Using As of December 31, 2019 Level 1 Level 2 Level 3 Total Marketable Securities: Equity Securities, primarily REITs $ 7,157 $ — $ — $ 7,157 Marco OP and OP II Units — 31,169 — 31,169 Corporate Bonds — 16,412 — 16,412 Total $ 7,157 $ 47,581 $ — $ 54,738 The fair values of the Company’s investments in Corporate Bonds are measured using readily available quoted prices for similar assets. Additionally, as noted above, the Company’s Marco OP and Marco OP II Units are ultimately exchangeable for cash or similar number of shares of Simon Stock, therefore the Company uses the quoted market price of Simon Stock to measure the fair value of the Company’s Marco OP and Marco OP II Units. The following table summarizes the estimated fair value of our investments in marketable debt securities with stated contractual maturity dates, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities: As of March 31, 2020 Due in 1 year $ 1,685 Due in 1 year through 5 years 2,020 Due in 5 years through 10 years 1,938 Due after 10 years 8,502 Total $ 14,145 The Company did not have any other significant financial assets or liabilities, which would require revised valuations that are recognized at fair value. Notes Payable Margin Loan The Company has access to a margin loan (the “Margin Loan”) from a financial institution that holds custody of certain of the Company’s marketable securities. The Margin Loan, which is due on demand, bears interest at Libor plus 0.85% (1.84% as of March 31, 2020) and is collateralized by the marketable securities in the Company’s account. The amounts available to the Company under the Margin Loan are at the discretion of the financial institution and not limited to the amount of collateral in its account. There were no amounts outstanding under this Margin Loan as of March 31, 2020 and December 31, 2019. Line of Credit The Company has a non-revolving credit facility (the “Line of Credit”) that provides for borrowings up to a maximum of $20.0 million, subject to a 55% loan-to-value ratio based on the fair value of the underlying collateral, matures on June 19, 2021 and bears interest at Libor plus 1.35% (2.34% as of March 31, 2020). The Line of Credit is collateralized by an aggregate of 209,243 of Marco OP Units and Marco II OP Units and is guaranteed by PRO. As of March 31, 2020, the amount of borrowings available to be drawn under the Line of Credit was approximately $6.3 million. No amounts were outstanding under the Line of Credit as of March 31, 2020 and December 31, 2019 . |