Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2022

The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

•Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

•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 significant inputs and significant value drivers are observable in active markets; and

•Level 3: prices or valuation techniques where little or no market data is available that require inputs that are both significant to the fair value measurement and unobservable.

The Company’s financial assets and liabilities measured and reported at fair value on a recurring basis include the following as of:


	March 31, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Interest rate cap derivative asset(1)	$	—	$	2,739	$	—	$	2,739	$	—	$	368	$	—	$	368
Interest rate swap derivative liabilities(2)	$	—	$	(53)	$	—	$	(53)	$	—	$	(2,535)	$	—	$	(2,535)
Non-real estate investments measured at fair value(1)	$	873	$	484	$	—	$	1,357	$	1,915	$	1,568	$	—	$	3,483
Stock purchase warrant(1)	$	—	$	704	$	—	$	704	$	—	$	1,664	$	—	$	1,664
Earnout liability(2)(3)	$	—	$	—	$	7,543	$	7,543	$	—	$	—	$	11,383	$	11,383
Non-real estate investments measured at NAV(1)(4)	$	—	$	—	$	—	$	43,234	$	—	$	—	$	—	$	27,964

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1.Included in prepaid expenses and other assets, net on the Consolidated Balance Sheets.

2.Included in accounts payable, accrued liabilities and other on the Consolidated Balance Sheets.

3.Related to the acquisition of Zio. Refer to Note 3 for additional details.

4.According to the relevant accounting standards, certain investments that are measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.

Level 1 items include an investment in common stock of a publicly traded company which is valued on a quarterly basis using the closing stock price. Level 2 items include interest rate cap and swap which are valued on a quarterly basis using a linear regression model, as well as investments in preferred stock and warrants of a publicly traded company value which are valued on a quarterly basis using the closing stock price and a Black-Scholes model, respectively. Level 3 items include the earnout liability which is valued on a quarterly basis using a probability-weighted discounted cash flow model. Inputs to the model include the discount rate and probability-weighted earnout payments based on a Monte Carlo simulation with one million trials. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values.

Other Financial Instruments

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities are reasonable estimates of fair value, using Level 1 inputs, because of the short-term nature of these instruments. The fair value of the investment in U.S. Government securities is an estimate based on Level 1 inputs. The fair values of debt are estimates based on rates currently prevailing for similar instruments of similar maturities using Level 2 inputs.

The table below represents the carrying value and fair value of the Company’s investment in securities and debt as of:


	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
ASSETS
U.S. Government securities	$	127,157	$	129,614	$	129,321	$	130,910
LIABILITIES
Unsecured debt(1)	$	2,260,000	$	2,246,311	$	2,050,000	$	2,154,908
Secured debt(1)	$	1,740,720	$	1,734,332	$	1,714,874	$	1,713,726
In-substance defeased debt	$	127,294	$	126,969	$	128,212	$	128,361
Joint venture partner debt	$	66,136	$	65,804	$	66,136	$	69,116

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1.Amounts represent debt excluding net deferred financing costs.