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Fair Value of Financial Instruments | 6 Months Ended
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Jun. 30, 2024
Fair Value Disclosures [Abstract] |
Fair Value of Financial Instruments | 16. Fair Value Measurements Our financial instruments consist primarily of cash, cash equivalents and restricted cash, notes and other receivables, derivative assets, debt 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 assumptions. 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 June 30, 2024. The table presents the carrying values and fair values of our financial instruments as of June 30, 2024 and December 31, 2023, 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 financial instruments are classified as Level 1 in the hierarchy.
|  | June 30, 2024
|  |  |  | Fair Value
|  | Carrying Value |  | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3) |  | Total
Financial Assets |  |  |  |  |  |  |  |  |  |
Cash, cash equivalents and restricted cash |  | $ | 104.2 |  |  | $ | 104.2 |  |  | $ | — |  |  | $ | — |  |  | $ | 104.2 |
Installment notes receivable on manufactured homes, net |  | 54.5 |  |  | — |  |  | — |  |  | 54.5 |  |  | 54.5 |
Notes receivable from real estate developers and operators |  | 131.3 |  |  | — |  |  | — |  |  | 131.3 |  |  | 131.3 |
Collateralized receivables, net |  | 54.3 |  |  | — |  |  | — |  |  | 54.3 |  |  | 54.3 |
Derivative assets |  | 10.7 |  |  | — |  |  | 10.7 |  |  | — |  |  | 10.7 |
Total Assets Measured at Fair Value |  | $ | 355.0 |  |  | $ | 104.2 |  |  | $ | 10.7 |  |  | $ | 240.1 |  |  | $ | 355.0 |
Financial Liabilities |  |  |  |  |  |  |  |  |  |
Mortgage loan payable |  | $ | 3,452.0 |  |  | $ | — |  |  | $ | 3,082.5 |  |  | $ | — |  |  | $ | 3,082.5 |
Secured borrowings on collateralized receivables |  | 54.3 |  |  | — |  |  | — |  |  | 54.3 |  |  | 54.3 |
Total secured debt |  | 3,506.3 |  |  | — |  |  | 3,082.5 |  |  | 54.3 |  |  | 3,136.8 |
Unsecured debt |  |  |  |  |  |  |  |  |  |
Senior unsecured notes |  | 2,674.6 |  |  | — |  |  | 2,440.8 |  |  | — |  |  | 2,440.8 |
Line of credit and other unsecured debt |  | 1,671.9 |  |  | — |  |  | 1,671.9 |  |  | — |  |  | 1,671.9 |
Total unsecured debt |  | 4,346.5 |  |  | — |  |  | 4,112.7 |  |  | — |  |  | 4,112.7 |
Derivative liabilities |  | 0.5 |  |  | — |  |  | 0.5 |  |  | — |  |  | 0.5 |
Other financial liabilities (contingent consideration) |  | 20.2 |  |  | — |  |  | — |  |  | 20.2 |  |  | 20.2 |
Total Liabilities Measured at Fair Value |  | $ | 7,873.5 |  |  | $ | — |  |  | $ | 7,195.7 |  |  | $ | 74.5 |  |  | $ | 7,270.2 |
|  | December 31, 2023
|  |  |  | Fair Value
|  | Carrying Value |  | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3) |  | Total
Financial Assets |  |  |  |  |  |  |  |  |  |
Cash, cash equivalents and restricted cash |  | $ | 42.7 |  |  | $ | 42.7 |  |  | $ | — |  |  | $ | — |  |  | $ | 42.7 |
Installment notes receivable on manufactured homes, net |  | 19.6 |  |  | — |  |  | — |  |  | 19.6 |  |  | 19.6 |
Notes receivable from real estate developers and operators |  | 134.5 |  |  | — |  |  | — |  |  | 134.5 |  |  | 134.5 |
Collateralized receivables, net |  | 56.2 |  |  | — |  |  | — |  |  | 56.2 |  |  | 56.2 |
Derivative assets |  | 11.7 |  |  | — |  |  | 11.7 |  |  | — |  |  | 11.7 |
Total Assets Measured at Fair Value |  | $ | 264.7 |  |  | $ | 42.7 |  |  | $ | 11.7 |  |  | $ | 210.3 |  |  | $ | 264.7 |
Financial Liabilities |  |  |  |  |  |  |  |  |  |
Mortgage loan payable |  | $ | 3,478.9 |  |  | $ | — |  |  | $ | 3,167.0 |  |  | $ | — |  |  | $ | 3,167.0 |
Secured borrowings on collateralized receivables |  | 55.8 |  |  | — |  |  | — |  |  | 55.8 |  |  | 55.8 |
Total secured debt |  | 3,534.7 |  |  | — |  |  | 3,167.0 |  |  | 55.8 |  |  | 3,222.8 |
Unsecured debt |  |  |  |  |  |  |  |  |  |
Senior unsecured notes |  | 2,177.5 |  |  | — |  |  | 1,973.2 |  |  | — |  |  | 1,973.2 |
Line of credit and other unsecured debt |  | 2,065.1 |  |  | — |  |  | 2,065.1 |  |  | — |  |  | 2,065.1 |
Total unsecured debt |  | 4,242.6 |  |  | — |  |  | 4,038.3 |  |  | — |  |  | 4,038.3 |
Derivative liabilities |  | 7.7 |  |  | — |  |  | 7.7 |  |  | — |  |  | 7.7 |
Other financial liabilities (contingent consideration) |  | 20.2 |  |  | — |  |  | — |  |  | 20.2 |  |  | 20.2 |
Total Liabilities Measured at Fair Value |  | $ | 7,805.2 |  |  | $ | — |  |  | $ | 7,213.0 |  |  | $ | 76.0 |  |  | $ | 7,289.0 |
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.
Installment Notes Receivable on Manufactured Homes and Collateralized Receivables 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," and Note 5, "Collateralized Receivables and Transfers of Financial Assets," 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 other collateral and / or personal guarantees. Refer to Note 4, "Notes and Other Receivables," for additional information. Derivative Assets and Liabilities - Interest Rate Derivatives Interest rate derivatives are recorded at fair value and consist of interest rate swaps and forward swaps. The fair value of these financial instruments are measured using observable inputs based on 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 9, "Debt and Line of Credit," for additional information. Secured borrowings on collateralized receivables - recorded at fair value and adjusted based on the same interest rates as the related collateralized receivables (Level 3). Refer to Note 5, "Collateralized Receivables and Transfers of Financial Assets," and Note 9, "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 9, "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 (Level 2). The estimated fair value of our debt as of June 30, 2024 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 six months ended June 30, 2024. 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 and six months ended June 30, 2024 and 2023 (in millions):
|  | Three Months Ended |
|  | June 30, 2024 |  | June 30, 2023 |
Assets |  | Installment Notes Receivable on MH, net |  | Notes Receivable From Real Estate Developers and Operators |  | Collateralized Receivables, net |  |  |  | Installment Notes Receivable on MH, net |  | Notes Receivable From Real Estate Developers and Operators |  | Warrants |
Level 3 beginning balance at March 31, 2024 and 2023 |  | $ | 38.3 |  |  | $ | 127.7 |  |  | $ | 56.5 |  |  |  |  | $ | 62.2 |  |  | $ | 435.0 |  |  | $ | — |  |
Realized losses |  | (0.4) |  | (1) | — |  |  | — |  |  |  |  | (0.1) |  | (1) | — |  |  | — |  |
Purchases and issuances |  | 18.0 |  |  | 4.2 |  |  | — |  |  |  |  | 0.1 |  |  | 23.1 |  |  | — |  |
Sales and settlements |  | (1.2) |  |  | (0.6) |  |  | (2.2) |  |  |  |  | (2.7) |  |  | (3.9) |  |  | — |  |
Dispositions of properties |  | (0.2) |  |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |
Foreign currency exchange gain |  | — |  |  | — |  |  | — |  |  |  |  | — |  |  | 8.2 |  |  | — |  |
Level 3 ending balance at June 30, 2024 and 2023 |  | $ | 54.5 |  |  | $ | 131.3 |  |  | $ | 54.3 |  |  |  |  | $ | 59.5 |  |  | $ | 462.4 |  |  | $ | — |  |
(1) Realized losses recorded within Loss on remeasurement of notes receivable on the Consolidated Statements of Operations.
|  | Six Months Ended |
|  | June 30, 2024 |  | June 30, 2023 |
Assets |  | Installment Notes Receivable on MH, net |  | Notes Receivable From Real Estate Developers and Operators |  | Collateralized Receivables, net |  | Installment Notes Receivable on MH, net |  | Notes Receivable From Real Estate Developers and Operators |  | Warrants |
Level 3 beginning balance at December 31, 2023 and 2022 |  | $ | 19.6 |  |  | $ | 134.5 |  |  | $ | 56.2 |  |  | $ | 65.9 |  |  | $ | 305.2 |  |  | $ | — |  |
Realized gains / (losses) |  | (0.4) |  | (1) | (0.8) |  | (1) | 1.6 |  | (2) | (1.8) |  | (1) | — |  |  | (0.4) |  | (3)
Purchases and issuances |  | 37.4 |  |  | 9.2 |  |  | — |  |  | 0.2 |  |  | 147.4 |  |  | 0.4 |  |
Sales and settlements |  | (1.9) |  |  | (11.5) |  |  | (3.5) |  |  | (4.8) |  |  | (6.9) |  |  | — |  |
Dispositions of properties |  | (0.2) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |
Foreign currency exchange gains / (losses) |  | — |  |  | (0.1) |  |  | — |  |  | — |  |  | 16.7 |  |  | — |  |
Level 3 ending balance at June 30, 2024 and 2023 |  | $ | 54.5 |  |  | $ | 131.3 |  |  | $ | 54.3 |  |  | $ | 59.5 |  |  | $ | 462.4 |  |  | $ | — |  |
(1) Realized losses recorded within Loss on remeasurement of notes receivable on the Consolidated Statements of Operations. (2) Realized gains recorded within Other income / (expense), net on the Consolidated Statements of Operations. (3) Realized losses recorded within Income / (loss) from nonconsolidated affiliates within on the Consolidated Statements of Operations.
|  | Three Months Ended
|  | June 30, 2024 |  |  |  | June 30, 2023
Liabilities |  | Secured Borrowing on Collateralized Receivables |  | Contingent Consideration |  |  |  | Contingent Consideration
Level 3 beginning balance March 31, 2024 and 2023 |  | $ | 56.1 |  |  | $ | 20.2 |  |  |  |  | $ | 20.2 |
Realized losses(1) |  | — |  |  | — |  |  |  |  | — |
Purchases and issuances |  | 0.4 |  |  | — |  |  |  |  | — |
Sales and settlements |  | (2.2) |  |  | — |  |  |  |  | — |
Other adjustments |  | — |  |  | — |  |  |  |  | — |
Level 3 ending balance at June 30, 2024 and 2023 |  | $ | 54.3 |  |  | $ | 20.2 |  |  |  |  | $ | 20.2 |
(1) Realized losses are recorded within Other income / (expense), net on the Consolidated Statements of Operations.
|  | Six Months Ended
|  | June 30, 2024 |  |  |  | June 30, 2023
Liabilities |  | Secured Borrowing on Collateralized Receivables |  | Contingent Consideration |  |  |  | Contingent Consideration
Level 3 beginning balance December 31, 2023 and 2022 |  | $ | 55.8 |  |  | $ | 20.2 |  |  |  |  | $ | 20.2 |
Realized losses(1) |  | 1.6 |  |  | — |  |  |  |  | — |
Purchases and issuances |  | 0.4 |  |  | — |  |  |  |  | — |
Sales and settlements |  | (3.5) |  |  | — |  |  |  |  | — |
Other adjustments |  | — |  |  | — |  |  |  |  | — |
Level 3 ending balance at June 30, 2024 and 2023 |  | $ | 54.3 |  |  | $ | 20.2 |  |  |  |  | $ | 20.2 |
(1) Realized losses are recorded within Other income / (expense), net on the Consolidated Statements of Operations. Fair Value Measurements on a Nonrecurring Basis During the three months ended June 30, 2024, we recognized asset impairment charges of $10.8 million within the MH segment to reduce the carrying value of two development properties to an aggregate fair value of $36.1 million, driven by our contemplated change in strategic plan for these properties. The fair value measurement was determined using an income approach and Level 3 inputs based on a probability weighted holding period and estimated sale price for the assets. Refer to Note 20, "Subsequent Events," for additional activity related to the two properties subsequent to June 30, 2024. 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 June 30, 2024. As such, our estimates of fair value could differ significantly from the actual carrying value.

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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