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Derivative Instruments and Hedging Activities
12 Months Ended
Dec. 31, 2021
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Derivative Instruments and Hedging Activities

14.

Derivative Instruments and Hedging Activities

We use derivative instruments to manage differences in the amount, timing, and duration of our known or expected cash payments related to our outstanding debt (i.e., interest rate risk).  Some of these derivatives are designated and qualify as a hedge of the exposure to variability in expected future cash flows and are therefore

considered cash flow hedges.  We account for derivatives in accordance with FASB ASC Topic 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet at fair value as either an asset or liability.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Changes in the derivative’s fair value will be recognized currently in earnings unless specific hedge accounting criteria are met. We classify cash flows from settlement of our effective cash flow hedges in the same category as the cash flows from the related hedged items, generally within the operating activities in the consolidated statements of cash flows. We classify cash flows from settlement of our non-designated derivatives within the investing section of the consolidated statements of cash flows.

Cash Flow Hedges of Interest Rate Risk and Non-Designated Derivatives

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps as part of our interest rate risk management strategy.  The counterparties to the interest rate swap agreements expose us to credit risk in the event of nonperformance by such counterparties. However, at December 31, 2021, we do not anticipate nonperformance by these counterparties.  Our interest rate swap agreements with each of the counterparties contain a provision whereby if we either default or are capable of being declared in default on any of our indebtedness, whether or not such default results in repayment of the indebtedness being accelerated by the lender, then we could also be declared in default on our derivative obligations.

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Deferred gains and losses in accumulated other comprehensive income or loss ("accumulated OCI") associated with such derivative instruments are reclassified into earnings in the period of de-designation.  

In May 2019, we entered into eight amortizing interest rate swap agreements, each of which matures in May 2024.  Under these agreements, we receive a variable rate of interest based on LIBOR, and we pay a fixed rate of interest equal to approximately 2.2%.  Upon entering into the Purchase Agreement with Kainos on October 18, 2020, we determined that some of our hedged transactions would not materially occur in the initially identified time period since we expected to use the majority of the net proceeds from the sale to pay down a significant portion of outstanding debt. As a result, we concluded that five of our eight interest rate swaps no longer qualified for hedge accounting treatment. Accordingly, in the fourth quarter of 2020 we de-designated these five derivatives (“de-designated swaps”) and accelerated the reclassification of deferred gains and losses in accumulated OCI to income (loss) from discontinued operations as a result of the hedged forecasted transactions becoming probable not to occur. Upon de-designation in the fourth quarter of 2020, we recognized a pre-tax loss of $14.3 million in income (loss) from discontinued operations.

Additionally, upon de-designation in October 2020, we froze $3.2 million of previously deferred losses in accumulated OCI related to forecasted payments that are probable of occurring. We reclassify such deferred losses from accumulated OCI into earnings as an adjustment to interest expense during periods in which the forecasted transactions impact earnings, consistent with hedge accounting treatment. In the event that the related forecasted payments are probable of not occurring, the related loss in accumulated OCI will be recognized in earnings immediately.

We continue to maintain the effective hedging relationship between three interest rate swap agreements and the portion of our forecasted payments that is expected to remain highly probable of occurring. Our entering into the Credit Agreement on June 30, 2021 had no effect on the hedging designation of our interest rate swaps as the hedges are not tied to a specific debt instrument and the economic characteristics of the Credit Agreement are similar to those of the Prior Credit Agreement.

During the fourth quarter of 2020 we evaluated the likelihood and extent of potential future losses from the de-designated swaps. Such potential future losses are capped since the variable interest rate of our swaps is subject to a floor of 0%. Based on the LIBOR rates in effect at the time of de-designation, we decided to hold the de-designated

swaps as derivative instruments requiring mark-to-market accounting treatment, with any change in fair value recognized each period in current earnings.

At December 31, 2021, our interest rate swap agreements designated as effective cash flow hedges had current notional amounts totaling $333.3 million, and our de-designated interest rate swap agreements had current notional amounts totaling $266.7 million.

We record all derivatives at estimated fair value in the consolidated balance sheet. Gains and losses on derivatives designated as effective cash flow hedges are recorded in accumulated OCI and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings.  Amounts reported in accumulated OCI related to cash flow hedge derivatives will be reclassified to interest expense as we make interest payments on our variable-rate debt.  As of December 31, 2021, we expect to reclassify $6.6 million, pre-tax, from accumulated OCI as an increase to interest expense within the next 12 months due to the scheduled payment of interest associated with our debt.  Gains and losses on derivatives de-designated as effective cash flow hedges are recorded in the consolidated statement of operations as other (income) expense, net.

The estimated gross fair values of derivative instruments and their classification on the consolidated balance sheet at December 31, 2021 and 2020 were as follows:

 

(In thousands)

 

December 31,

2021

 

 

December 31,

2020

 

Liabilities:

 

 

 

 

 

 

 

 

Derivatives designated as effective hedging

   instruments:

 

 

 

 

 

 

 

 

Current portion of long-term liabilities

 

$

5,911

 

 

$

8,205

 

Other long-term liabilities

 

 

2,794

 

 

 

12,172

 

 

 

$

8,705

 

 

$

20,377

 

 

 

 

 

 

 

 

 

 

Non-designated derivatives:

 

 

 

 

 

 

 

 

Current portion of long-term liabilities

 

$

4,714

 

 

$

6,548

 

Other long-term liabilities

 

 

2,224

 

 

 

9,712

 

 

 

$

6,938

 

 

$

16,260

 

 

The following table presents the effect of cash flow hedge accounting on accumulated OCI as of December 31, 2021, 2020, and 2019:

 

(In thousands)

 

For the Year Ended

 

 

 

December 31, 2021

 

 

December 31,

2020

 

 

December 31,

2019

 

Derivatives designated as effective hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

(Gain) loss related to effective portion of derivatives

   recognized in accumulated OCI, gross of tax effect

 

 

(3,284

)

 

 

33,247

 

 

 

16,930

 

Loss related to effective portion of derivatives reclassified

   from accumulated OCI to interest expense, gross of tax

   effect

 

 

(8,388

)

 

 

(11,556

)

 

 

(692

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-designated derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

Loss related to de-designation of ineffective portion of

   derivatives, gross of tax effect

 

 

 

 

 

(14,336

)

 

 

 

Previously deferred loss reclassified from accumulated

   OCI to interest expense, gross of tax effect

 

 

(600

)

 

 

(239

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive (income) loss, gross of tax

 

 

(12,272

)

 

 

7,116

 

 

 

16,238

 

 

The following table presents the impact that non-designated derivatives had on our consolidated statement of operations for the years ended December 31, 2021 and 2020:

 

 

(In thousands)

 

Statement of

Operations

Classification

 

Year Ended December 31, 2021

 

 

Year Ended December 31, 2020

 

 

Loss related to de-designation of

   ineffective portion of

   derivatives, gross of tax effect

 

Income from discontinued operations, net of income tax

 

$

 

 

$

14,336

 

 

Net (gain) loss related to

   ineffective portion of

   derivatives, gross of tax effect

 

Other (income) expense, net

 

 

(2,627

)

 

 

226

 

(1)

Previously deferred loss related

   to de-designated swaps

   reclassified from accumulated

   OCI, gross of tax effect

 

Interest expense

 

 

600

 

 

 

239

 

 

 

 

 

 

$

(2,027

)

 

$

14,801

 

 

 

 

(1)

This amount was reported in “Selling, general and administrative expenses” on our consolidated statement of operations in our 2020 Form 10-K.  We have reclassified it in this report to a new line item, “Other (income) expense, net”, to conform to current classifications.