Marketable Securities and Other Investments, 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, 2021 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities: Equity securities: Equity Securities, primarily REITs $ 9,386 $ 4,834 $ (319 ) $ 13,901 Marco OP Units and Marco II OP Units 19,227 4,578 - 23,805 28,613 9,412 (319 ) 37,706 Debt securities: Corporate Bonds 16,319 462 (90 ) 16,691 Total $ 44,932 $ 9,874 $ (409 ) $ 54,397 As of December 31, 2020 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities: Equity securities: Equity Securities, primarily REITs $ 9,386 $ 2,054 $ (575 ) $ 10,865 Marco OP Units and Marco II OP Units 19,227 - (1,383 ) 17,844 28,613 2,054 (1,958 ) 28,709 Debt securities: Corporate Bonds 16,964 546 (148 ) 17,362 Total $ 45,577 $ 2,600 $ (2,106 ) $ 46,071 As of both March 31, 2021 and December 31, 2020, 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 Stock, which was $113.77 per share and $85.28 per share as of March 31, 2021 and December 31, 2020, respectively. During 2020, financial markets experienced significant volatility in response to the current COVID-19 pandemic, including significant changes in market interest rates and market prices of certain equity securities. Primarily because of this volatility, the Company incurred unrealized gains of approximately $9.0 million, for the three months ended March 31, 2021 and unrealized losses of approximately $21.3 million, for the three months ended March 31, 2020. These unrealized gains and losses incurred on the Company’s marketable equity securities are included in its consolidated statements of operations. The Company considers the declines in market value of its investments in marketable debt securities to be temporary in nature. 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 debt security before recovery of its amortized cost basis. During the three months ended March 31, 2021 and 2020, the Company did not recognize any impairment charges on its investments in marketable debt securities. As of March 31, 2021, 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, 2021 Level 1 Level 2 Level 3 Total Marketable Securities: Equity Securities, primarily REITs $ 13,901 $ - $ - $ 13,901 Marco OP and OP II Units - 23,805 - 23,805 Corporate Bonds - 16,691 - 16,691 Total $ 13,901 $ 40,496 $ - $ 54,397 Fair Value Measurement Using As of December 31, 2020 Level 1 Level 2 Level 3 Total Marketable Securities: Equity Securities, primarily REITs $ 10,865 $ - $ - $ 10,865 Marco OP and OP II Units - 17,844 - 17,844 Corporate Bonds - 17,362 - 17,362 Total $ 10,865 $ 35,206 $ - $ 46,071 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: March 31, Due in 1 year $ 2,003 Due in 1 year through 5 years 4,375 Due in 5 years through 10 years - Due after 10 years 10,313 Total $ 16,691 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 (0.96% as of March 31, 2021) 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, 2021 and December 31, 2020. 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 + 1.35% (1.46% as of March 31, 2021). 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, 2021, the amount of borrowings available to be drawn under the Line of Credit was approximately $13.1 million. No amounts were outstanding under the Line of Credit as of both March 31, 2021 and December 31, 2020. The Company intends to seek to extend the Line of Credit on or before its scheduled maturity date. |