Fair Value | 3 Months Ended |
Mar. 31, 2015 |
Fair Value [Abstract] | |
Fair Value | Note 14—Fair Value |
Real estate-related notes receivables— The estimated fair value of the real estate-related notes receivables was $10,014,000 and $23,421,000 as of March 31, 2015 and December 31, 2014, respectively, as compared to the carrying value of $10,014,000 and $23,535,000 as of March 31, 2015 and December 31, 2014, respectively. The fair value of the Company’s real estate-related notes receivables is estimated using significant unobservable inputs not based on market activity, but rather through particular valuation techniques (Level 3). The fair value was measured based on the income approach valuation methodology, which requires certain judgments to be made by management. |
Preferred Equity Investment— The carrying value of the Preferred Equity Investment was $101,637,000 as of March 31, 2015, which approximated its fair value. |
Notes payable – Fixed Rate— The estimated fair value of notes payable – fixed rate measured using quoted prices and observable inputs from similar liabilities (Level 2) was approximately $135,387,000 and $134,837,000 as of March 31, 2015 and December 31, 2014, respectively, as compared to the carrying value of $133,505,000 and $134,271,000 as of March 31, 2015 and December 31, 2014, respectively. |
Notes payable – Variable— The estimated fair value of notes payable – variable rate fixed through interest rate swap agreements (Level 2) was approximately $239,301,000 and $208,889,000 as of March 31, 2015 and December 31, 2014, respectively, as compared to the carrying value of $241,603,000 and $206,162,000 as of March 31, 2015 and December 31, 2014, respectively. The carrying value of the notes payable – variable was $150,094,000 and $150,476,000 as of March 31, 2015 and December 31, 2014, respectively, which approximated its fair value. |
KeyBank Credit Facility— The carrying value of the KeyBank Credit Facility – variable was $170,000,000 and $20,000,000, which approximated its fair value, as of March 31, 2015 and December 31, 2014, respectively. The estimated fair value of the KeyBank Credit Facility – variable rate fixed through interest rate swap agreements (Level 2) was approximately $51,154,000 and $50,505,000 as of March 31, 2015 and December 31, 2014, respectively, as compared to the carrying value of $55,000,000 and $55,000,000 as of March 31, 2015 and December 31, 2014, respectively. |
Contingent consideration— The Company has contingent obligations to transfer cash payments to the former owner in conjunction with a certain acquisition if specified future operational objectives are met over future reporting periods. Liabilities for contingent consideration will be measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration transferred, and subsequent changes in fair value recorded in earnings as change in fair value of contingent consideration. |
The estimated fair value and the carrying value of the contingent consideration was $6,720,000 and $6,570,000 as of March 31, 2015 and December 31, 2014, respectively, which is reported in the accompanying condensed consolidated balance sheets in accounts payable and other liabilities. The Company uses an income approach to value the contingent consideration liability, which is determined based on the present value of probability-weighted future cash flows. The Company has classified the contingent consideration liability as Level 3 of the fair value hierarchy due to the lack of relevant observable market data over fair value inputs such as probability-weighting for payment outcomes. Increases in the assessed likelihood of a high payout under a contingent consideration arrangement contributes to increases in the fair value of the related liability. Conversely, decreases in the assessed likelihood of a higher payout under a contingent consideration arrangement contributes to decreases in the fair value of the related liability. Changes in assumptions could have an impact on the payout of contingent consideration arrangements with a maximum payout of $6,720,000 in cash and a minimum payout of $0 as of March 31, 2015. |
Derivative instruments— Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amount the Company could realize, or be liable for, on disposition of the financial instruments. The Company has determined that the majority of the inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy. The credit valuation adjustment associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the respective counterparty. However, as of March 31, 2015, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions, and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy. |
In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 (amounts in thousands): |
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| | 31-Mar-15 |
| | Fair Value Hierarchy | | | |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Fair Value |
Assets: | | | | | | | | | | | | |
Derivative assets | | $ | — | | $ | 47 | | $ | — | | $ | 47 |
Total assets at fair value | | $ | — | | $ | 47 | | $ | — | | $ | 47 |
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Liabilities: | | | | | | | | | | | | |
Derivative liabilities | | $ | — | | $ | -3,794 | | $ | — | | $ | -3,794 |
Contingent consideration obligations | | | — | | | — | | | -6,720 | | | -6,720 |
Total liabilities at fair value | | $ | — | | $ | -3,794 | | $ | -6,720 | | $ | -10,514 |
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| | 31-Dec-14 |
| | Fair Value Hierarchy | | | |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Fair Value |
Assets: | | | | | | | | | | | | |
Derivative assets | | $ | — | | $ | 273 | | $ | — | | $ | 273 |
Total assets at fair value | | $ | — | | $ | 273 | | $ | — | | $ | 273 |
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Liabilities: | | | | | | | | | | | | |
Derivative liabilities | | $ | — | | $ | -1,808 | | $ | — | | $ | -1,808 |
Contingent consideration obligations | | | — | | | — | | | -6,570 | | | -6,570 |
Total liabilities at fair value | | $ | — | | $ | -1,808 | | $ | -6,570 | | $ | -8,378 |
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The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the three months ended March 31, 2015 and 2014 (amounts in thousands): |
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| | Three Months Ended | | | | | | |
| | March 31, | | | | | | |
| | 2015 | | 2014 | | | | | | |
Liabilities: | | | | | | | | | | | | |
Contingent consideration obligations: | | | | | | | | | | | | |
Beginning balance | | $ | 6,570 | | $ | — | | | | | | |
Additions to contingent consideration obligations | | | — | | | — | | | | | | |
Total changes in fair value included in earnings | | | 150 | | | — | | | | | | |
Ending balance | | $ | 6,720 | | $ | — | | | | | | |
Unrealized (gains) losses still held (1) | | $ | 150 | | $ | — | | | | | | |
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(1)Represents the unrealized losses or gains recorded in earnings or other comprehensive loss during the period for liabilities classified as Level 3 that are still held at the end of the period. |
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