DERIVATIVE INSTRUMENTS, HEDGING ACTIVITIES AND OTHER COMPREHENSIVE INCOME

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS, HEDGING ACTIVITIES AND OTHER COMPREHENSIVE INCOME

In order to manage potential future variable interest rate risk, we enter into interest rate derivative agreements from time to time. We do not use interest rate derivative agreements for trading or speculative purposes. The agreements with each of our derivative counterparties provide that in the event of default on any of our indebtedness, we could also be declared in default on our derivative obligations.

During the year ended December 31, 2022, we amended certain interest rate swap agreements, contemporaneous with a modification of the Company’s unsecured revolving credit facility and $300M Term Loan, $120M Term Loan and $150M Term Loan, and $250M Term Loan to facilitate reference rate reform, converting the outstanding swaps from LIBOR to SOFR. In addition, we (i) designated the interest rate swaps related to the $200M Term Loan that was repaid in July 2022 to the $300M Term Loan with an effective date of August 2022 and a maturity date of November 2023; (ii) entered into two forward-starting interest rate swap contracts with notional amounts totaling $200.0 million that swap a floating rate of term SOFR to a fixed rate of 2.37% plus a credit spread of 1.35% with an effective date of November 2023 and a maturity date of August 2025; and (iii) entered into two agreements to swap a total of $100.0 million of SOFR-based variable rate debt to a fixed rate of 2.66% plus a credit spread of 1.35% with an effective date of August 2022 and a maturity date of August 2025. We also terminated two forward-starting interest rate swaps with notional amounts totaling $150.0 million in December 2022 and received proceeds of $30.9 million upon termination. This settlement is included as a component of accumulated other comprehensive income and will be reclassified to earnings over time as the hedged items are recognized in earnings.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments that were designated and qualified as part of a hedging relationship as of December 31, 2022 and 2021 (dollars in thousands):


									Fair Value Assets (Liabilities)(1)
Type of Hedge	Number of Instruments	Aggregate Notional		Reference Rate	Interest Rate		Effective Date	Maturity Date	December 31, 2022		December 31, 2021
Cash Flow	Four	$	250,000	SOFR	2.99	%	12/1/2022	10/24/2025	$	7,134	$	(18,282)
Cash Flow	Two	100,000		SOFR	2.66	%	8/1/2022	8/1/2025	3,616		—
Cash Flow	Two	200,000		SOFR	2.72	%	8/3/2022	11/22/2023	3,663		(7,769)
Cash Flow	Three	120,000		SOFR	1.58	%	8/15/2022	7/17/2024	5,461		(2,190)
Cash Flow	Three	150,000		SOFR	1.68	%	8/15/2022	7/17/2026	10,896		(3,876)
		$	820,000						$	30,770	$	(32,117)

Fair Value(2)	Two	$	155,000	LIBOR	LIBOR + 3.70%		4/23/2021	9/10/2025	$	(14,177)	$	(2,630)

Forward-Starting Cash Flow(3)	Two	$	150,000	SOFR	1.356	%	N/A	6/1/2032	$	—	$	299
Forward-Starting Cash Flow	Two	$	200,000	SOFR	2.37	%	11/22/2023	8/1/2025	$	4,370	$	—

(1)Derivatives in an asset position are included within “Prepaid and other assets” and derivatives in a liability position are included within “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets.

(2)The derivative agreements swap a blended fixed rate of 4.52% for a blended floating rate of LIBOR plus 3.70%.

(3)In December 2022, we terminated these two forward-starting interest rate swaps with notional amounts totaling $150.0 million and received proceeds of $30.9 million upon termination. This settlement is included as a component of accumulated other comprehensive income and will be reclassified to earnings over time as the hedged items are recognized in earnings.

These interest rate derivative agreements are the only assets or liabilities that we record at fair value on a recurring basis. The valuation of these assets and liabilities is determined using widely accepted techniques including discounted cash flow analysis. These techniques consider the contractual terms of the derivatives (including the period to maturity) and use observable market-based inputs such as interest rate curves and implied volatilities. We also incorporate credit valuation adjustments into the fair value measurements to reflect nonperformance risk on both our part and that of the respective counterparties.

We determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, although the credit valuation adjustments associated with our derivatives use Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. As of December 31, 2022 and 2021, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we determined our derivative valuations were classified within Level 2 of the fair value hierarchy.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to earnings over time as the hedged items are recognized in earnings. Approximately $7.3 million, $7.7 million and $4.0 million was reclassified as a reduction to earnings during the years ended December 31, 2022, 2021 and 2020, respectively. As interest payments on our derivatives are made over the next 12 months, we estimate the decrease to interest expense to be approximately $27.8 million, assuming the current SOFR and LIBOR curves.

Unrealized gains and losses on our interest rate derivative agreements are the only components of the change in accumulated other comprehensive loss.