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DERIVATIVE INSTRUMENTS
9 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE INSTRUMENTS DERIVATIVE INSTRUMENTS
Interest Rate Hedging
The Company’s interest rate risk relates to U.S. dollar denominated variable interest rate borrowings. The Company uses interest rate swap derivative instruments to manage earnings and cash flow exposure resulting from changes in interest rates. These interest rate swaps apply a fixed interest rate on a portion of the Company's expected SOFR-indexed borrowings. In connection with the March 2023 Amendment to the Senior Credit Facility, the Company amended its interest rate from LIBOR to SOFR-indexed interest. In March 2023, the Company entered into a basis swap where the Company receives Term SOFR and pays LIBOR to convert the portfolio of swaps from LIBOR to SOFR.
The Company held the following interest rate swaps as of September 30, 2023 and December 31, 2022 (dollar amounts in thousands):
September 30, 2023September 30, 2023
Hedged ItemNotional AmountDesignation DateEffective DateTermination DateFixed Interest RateEstimated Fair Value
Asset (Liability)
1-month Term SOFR Loan150,000 December 13, 2017July 1, 2019June 30, 20242.423 %3,395 
1-month Term SOFR Loan200,000 December 13, 2017January 1, 2018December 31, 20242.313 %7,440 
1-month Term SOFR Loan75,000 October 10, 2018July 1, 2020June 30, 20253.220 %2,381 
1-month Term SOFR Loan75,000 October 10, 2018July 1, 2020June 30, 20253.199 %2,486 
1-month Term SOFR Loan75,000 October 10, 2018July 1, 2020June 30, 20253.209 %2,339 
1-month Term SOFR Loan100,000 December 18, 2018December 30, 2022December 31, 20272.885 %6,052 
1-month Term SOFR Loan100,000 December 18, 2018December 30, 2022December 31, 20272.867 %6,187 
1-month Term SOFR Loan575,000 December 15, 2020July 31, 2025December 31, 20271.415 %31,528 
1-month Term SOFR Loan125,000 December 15, 2020July 1, 2025December 31, 20271.404 %7,369 
Basis Swap (1)
March 31, 2023March 24, 2023December 31, 2027N/A(1,923)
$1,475,000 $67,254 
(1) The notional of the basis swap amortizes to match the total notional of the interest rate swap portfolio over time
December 31, 2022December 31, 2022
Hedged ItemNotional AmountDesignation DateEffective DateTermination DateFixed Interest RateEstimated Fair Value
Asset (Liability)
1-month USD LIBOR Loan150,000 December 13, 2017July 1, 2019June 30, 20242.423 %5,012 
1-month USD LIBOR Loan200,000 December 13, 2017January 1, 2018December 31, 20242.313 %8,380 
1-month USD LIBOR Loan75,000 October 10, 2018July 1, 2020June 30, 20253.220 %1,831 
1-month USD LIBOR Loan75,000 October 10, 2018July 1, 2020June 30, 20253.199 %1,905 
1-month USD LIBOR Loan75,000 October 10, 2018July 1, 2020June 30, 20253.209 %1,970 
1-month USD LIBOR Loan100,000 December 18, 2018December 30, 2022December 31, 20272.885 %4,252 
1-month USD LIBOR Loan100,000 December 18, 2018December 30, 2022December 31, 20272.867 %4,153 
1-month USD LIBOR Loan575,000 December 15, 2020July 31, 2025December 31, 20271.415 %23,742 
1-month USD LIBOR Loan125,000 December 15, 2020July 1, 2025December 31, 20271.404 %5,467 
$1,475,000 $56,712 
The Company has designated these derivative instruments as cash flow hedges. The Company assesses the effectiveness of these derivative instruments and has recorded the changes in the fair value of the derivative instrument designated as a cash flow hedge as unrealized gains or losses in accumulated other comprehensive income (“AOCI”), net of tax, until the hedged item affected earnings, at which point any gain or loss was reclassified to earnings. If the hedged cash flow does not occur, or if it becomes probable that it will not occur, the Company will reclassify the remaining amount of any gain or loss on the related cash flow hedge recorded in AOCI to interest expense at that time.
Foreign Currency Hedging
From time to time, the Company enters into foreign currency hedge contracts intended to protect the U.S. dollar value of certain forecasted foreign currency denominated transactions. The Company assesses the effectiveness of the contracts that are designated as hedging instruments. The changes in fair value of foreign currency cash flow hedges are recorded in AOCI, net of tax. Those amounts are subsequently reclassified to earnings from AOCI as impacted by the hedged item when the hedged item affects earnings. If the hedged forecasted transaction does not occur or if it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. For contracts not designated as hedging instruments, the changes in fair value of the contracts are recognized in other income, net in the consolidated statements of operation, along with the offsetting foreign currency gain or loss on the underlying assets or liabilities.
The success of the Company’s hedging anticipated currency exchange gains or losses to the extent that there are differences between forecasted and actual activities during periods of currency volatility. In addition, changes in currency exchange rates related to any unhedged transactions may affect earnings and cash flows.
Cross-Currency Rate Swaps
On September 22, 2023, the Company amended the Swiss Franc ("CHF")-denominated intercompany loan to partially settle CHF 20.0 million and extend the termination date to September 2024 and as a result, the Company terminated the cross-currency swap designated as cash flow hedge of an intercompany loan with aggregate notional amount of $48.5 million. Simultaneously, the Company entered into a cross-currency swap agreement to hedge a notional amount of CHF 28.5 million equivalent to $31.5 million of this amended intercompany loan into U.S. dollars. The loss recorded by the Company upon the settlement of the swap was not material for the period.
On December 21, 2020, the Company entered into cross-currency swap agreements to convert a notional amount of $471.6 million equivalent to 420.1 million of a CHF-denominated intercompany loan into U.S. dollars. The CHF-denominated intercompany loan was the result of an intra-entity transfer of certain intellectual property rights to a subsidiary in Switzerland completed during the fourth quarter of 2020. The intercompany loan requires quarterly payments of CHF 5.8 million plus accrued interest. As a result, the aggregate notional amount of the related cross-currency swaps will decrease by a corresponding amount.
The objective of these cross-currency swaps is to reduce volatility of earnings and cash flows associated with changes in the foreign currency exchange rate. Under the terms of these contracts, which have been designated as cash flow hedges, the Company will make interest payments in Swiss Francs and receive interest in U.S. dollars. Upon the maturity of these contracts, the Company will pay the principal amount of the loans in Swiss Francs and receive U.S. dollars from the counterparties.
The Company held the following cross-currency rate swaps as of September 30, 2023 and December 31, 2022 (dollar amounts in thousands):
September 30, 2023December 31, 2022September 30, 2023December 31, 2022
Effective DateTermination DateFixed RateAggregate Notional AmountFair Value
Asset (Liability)
Pay CHFDecember 21, 2020December 22, 20253.00%CHF356,886 374,137 (9,326)(4,241)
Receive U.S.$3.98%$400,637 420,001 
Pay CHFSeptember 28, 2022September 29, 20231.95%CHF— 48,532 — (3,528)
Receive U.S.$5.32%$— 49,142 
Pay CHFSeptember 22, 2023September 29, 20242.40%CHF28,500 — 342 — 
Receive U.S.$6.27%$31,457 — 
Total$(8,984)$(7,769)
The cross-currency swaps are carried on the consolidated balance sheet at fair value, and changes in the fair values are recorded as unrealized gains or losses in AOCI. For the three and nine months ended September 30, 2023 the Company recorded gains of $15.3 million and $3.3 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the losses recognized on the intercompany loans. For the three and nine months ended September 30, 2022, the Company recorded gains of $16.5 million and $42.2 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the losses recognized on the intercompany loans.
For the three and nine months ended September 30, 2023, the Company recorded gains of $13.8 million and $3.1 million in AOCI, respectively, related to change in fair value of the cross-currency swaps. For the three and nine months ended September 30, 2022, the Company recorded a loss of $12.3 million and a gain of $33.8 million in AOCI, respectively, related to change in fair value of the cross-currency swaps.
For the three and nine months ended September 30, 2023, the Company recorded gains of $1.5 million and $4.4 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps. For the three and nine months ended September 30, 2022, the Company recorded gains of $1.1 million and $5.0 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.
The estimated gain that is expected to be reclassified to other income (expense), net from AOCI as of September 30, 2023 within the next twelve months is $4.2 million. As of September 30, 2023, the Company does not expect any gains or losses will be reclassified into earnings because the original forecasted transactions will not occur.
Net Investment Hedges
The Company manages certain foreign exchange risks through a variety of strategies, including hedging. The Company is exposed to foreign exchange risk from its international operations through foreign currency purchases, net investments in foreign subsidiaries, and foreign currency assets and liabilities created in the normal course of business. On October 1, 2018 and December 16, 2020, the Company entered into cross-currency swap agreements designated as net investment hedges to partially offset the effects of foreign currency on foreign subsidiaries.
The Company held the following cross-currency rate swaps designated as net investment hedges as of September 30, 2023 and December 31, 2022, respectively (dollar amounts in thousands):
September 30, 2023December 31, 2022
September 30, 2023
December 31, 2022
Effective DateTermination DateFixed RateAggregate Notional AmountFair Value
Asset (Liability)
Pay EUROctober 3, 2018September 30, 2023—%EUR— 51,760 — 4,713 
Receive U.S.$2.57%$— 60,000 
Pay EUROctober 3, 2018September 30, 2025—%EUR38,820 38,820 4,223 4,307 
Receive U.S.$2.19%$45,000 45,000 
Pay CHFMay 26, 2022December 16, 2028—%CHF288,210 288,210 (25,294)(14,663)
Receive U.S.$1.94%$300,000 300,000 
Total$(21,071)$(5,643)
The cross-currency swaps were carried on the consolidated balance sheet at fair value and changes in the fair values were recorded as unrealized gains or losses in AOCI. For the three and nine months ended September 30, 2023, the Company recorded a gain of $6.1 million and a loss of $4.1 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps. For the three and nine months ended September 30, 2022, the Company recorded gains of $9.4 million and $21.5 million in AOCI, respectively, related to change in fair value of the cross-currency swaps.
For the three and nine months ended September 30, 2023, the Company recorded gains of $1.8 million and $6.0 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps. For the three and nine months ended September 30, 2022, the Company recorded gains of $2.4 million and $4.7 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.
The estimated gain that is expected to be reclassified to interest income from AOCI as of September 30, 2023 within the next twelve months is $6.9 million.
Foreign Currency Forward Contract
The Company has entered into a hedge for forecasted intercompany purchases denominated in foreign currencies through the use of forward contracts designated as cash flow hedges. To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are not included in accumulated comprehensive loss. These changes in fair value will be recognized into earnings as a component of cost of sales when the forecasted-transaction occurs.
During 2023, the Company entered into foreign currency forward Contracts to mitigate the risk of foreign currency on intercompany purchases in CHF. These contracts typically settle at various dates within twelve months of execution. As of September 30, 2023 the notional amount of foreign currency forward contracts was $3.5 million. During the three and nine months ended September 30, 2023 the Company recorded gains of $0.1 million and $0.3 million, respectively in AOCI related to the change in fair value of the foreign currency forward contracts.
For the three and nine months ended September 30, 2023 the company recorded a gain of $0.1 million and $0.4 million, respectively, in cost of goods sold included in the consolidated statements of operations related to the foreign currency forward contracts.
Counterparty Credit Risk
The Company manages its concentration of counterparty credit risk on its derivative instruments by limiting acceptable counterparties to a group of major financial institutions with investment grade credit ratings, and by actively monitoring their credit ratings and outstanding positions on an ongoing basis. Therefore, the Company considers the credit risk of the counterparties to be low. Furthermore, none of the Company’s derivative transactions are subject to collateral or other security arrangements, and none contain provisions that depend upon the Company’s credit ratings from any credit rating agency.
Fair Value of Derivative Instruments
The Company has classified all of its derivative instruments within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of the derivative instruments. The fair values of the interest rate swaps and cross-currency swaps were developed using a market approach based on publicly available market yield curves and the terms of the swap. The Company performs ongoing assessments of counterparty credit risk.
The following table summarizes the fair value for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022:
Fair Value as of
Location on Balance Sheet (1):
September 30, 2023December 31, 2022
Dollars in thousands
Derivatives designated as hedges — Assets:
Prepaid expenses and other current assets
Cash Flow Hedges
Interest rate swap(2)
$19,938 $16,682 
Cross-currency swap4,242 4,497 
Net Investment Hedges
Cross-currency swap2,380 11,653 
Other assets
Cash Flow Hedges
Interest rate swap(2)
49,240 40,030 
Cross-currency swap— — 
Net Investment Hedges
Cross-currency swap3,220 3,311 
Total derivatives designated as hedges — Assets$79,020 $76,173 
Derivatives designated as hedges — Liabilities:
Accrued expenses and other current liabilities
Cash Flow Hedges
Interest rate swap(2)
$663 $— 
Cross-currency swap— 3,528 
Foreign currency forward contracts127 
Net Investment Hedges
Cross-currency swap— — 
Other liabilities
Cash Flow Hedges
Interest rate swap(2)
1,261 — 
Cross-currency swap13,226 8,738 
Net Investment Hedges
Cross-currency swap26,671 20,608 
Total derivatives designated as hedges — Liabilities$41,948 $32,874 
(1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months.
(2) At September 30, 2023 and December 31, 2022, the total notional amounts related to the Company’s interest rate swaps were both $1.5 billion, respectively.
The following presents the effect of derivative instruments designated as cash flow hedges and net investment hedges on the accompanying condensed consolidated statement of operations during the three and nine months ended September 30, 2023 and 2022:
Dollars in thousandsBalance in AOCI
Beginning of
Quarter
Amount of
Gain (Loss)
Recognized in
AOCI
Amount of Gain (Loss)
Reclassified from
AOCI into
Earnings
Balance in AOCI
End of Quarter
Location in
Statements of
Operations
Three Months Ended September 30, 2023
Cash Flow Hedges
Interest rate swap$56,901 $15,317 $4,964 $67,254 Interest expense
Cross-currency swap(18,925)13,796 15,347 (20,476)Other income, net
Foreign Currency Forward Contract(123)98 87 (112)Cost of Sales
Net Investment Hedges
Cross-currency swap(21,239)6,051 1,772 (16,960)Interest income
$16,614 $35,262 $22,170 $29,706 
Three Months Ended September 30, 2022
Cash Flow Hedges
Interest rate swap$26,939 $32,939 $(726)$60,604 Interest expense
Cross-currency swap(17,835)12,332 17,627 (23,130)Other income, net
Net Investment Hedges
Cross-currency swap7,506 9,403 2,378 14,531 Interest income
$16,610 $54,674 $19,279 $52,005 
Dollars in thousandsBalance in AOCI
Beginning of
Year
Amount of
Gain (Loss)
Recognized in
AOCI
Amount of Gain (Loss)
Reclassified from
AOCI into
Earnings
Balance in AOCI
End of Quarter
Location in
Statements of
Operations
Nine Months Ended September 30, 2023
Cash Flow Hedges
Interest rate swap$56,712 $23,477 $12,935 $67,254 Interest expense
Cross-currency swap(20,271)3,114 3,319 (20,476)Other income (expense),net
Foreign Currency Forward Contract— 333 445 (112)
Net Investment Hedges
Cross-currency swap(6,914)(4,066)5,980 (16,960)Interest income
$29,527 $22,858 $22,679 $29,706 
Nine Months Ended September 30, 2022
Cash Flow Hedges
Interest rate swap$(43,956)$94,729 $(9,831)$60,604 Interest expense
Cross-currency swap(9,688)33,784 47,226 (23,130)Other income (expense), net
Net Investment Hedges
Cross-currency swap(2,321)21,528 4,676 14,531 Interest income
$(55,965)$150,041 $42,071 $52,005 
Derivative Instruments not designated hedges:
During the second quarter of 2021, the Company entered into a foreign currency swap, with a notional amount of $7.3 millions to mitigate the risk from fluctuations in foreign currency exchange rates associated with an intercompany loan denominated in Japanese Yen. In a foreign currency swap transaction, the Company agrees with another party to exchange, at specified intervals, the difference between one currency and another currency at a fixed exchange rate, generally set at inception, calculated by reference to an agreed upon notional amount. The notional amount of each currency is exchanged at the inception and termination of the currency swap by each party. The Company subsequently paid down a portion of this swap, bringing the notional amount down to $5.5 million.
The following table summarizes the gains (losses) of derivative instruments not designated as hedges on the condensed consolidated statements of income, which was included in other income:
Dollars in thousandsThree Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Foreign currency swaps135 328 778 1,148 
Total$135 $328 $778 $1,148