A Dark Vector Cognition product

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

11K characters. Original on sec.gov · Markdown

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion of our exposure to various market risks contains forward-looking statements that involve risks and uncertainties. These projected results have been prepared utilizing certain assumptions considered reasonable in light of information currently available to us. Nevertheless, because of the inherent unpredictability of interest rates and other factors, actual results could differ materially from those projected in such forward-looking information.

We are exposed to market risk related to changes in interest rates with respect to borrowings under our unsecured revolving credit facility, commercial paper program and our unsecured term loans, certain of our mortgage loans that are floating rate obligations, mortgage loans receivable that bear interest at floating rates and available for sale securities. These market risks result primarily from changes in benchmark interest rates. To manage these risks, we continuously monitor our level of variable rate debt with respect to total debt and other factors, including our assessment of current and future economic conditions.

As of September 30, 2023 and December 31, 2022, the fair value of our secured and non-mortgage loans receivable, based on our estimates of current prevailing rates for comparable loans, was $51.2 million and $517.0 million, respectively.

The fair value of our fixed rate debt is based on current market interest rates at which we could obtain similar borrowings. Increases in market interest rates typically result in a decrease in the fair value of fixed rate debt while decreases in market interest rates typically result in an increase in the fair value of fixed rate date. While changes in market interest rates affect the fair value of our fixed rate debt, these changes do not affect the interest expense associated with our fixed rate debt. Therefore, interest rate risk does not have a significant impact on our fixed rate debt obligations until their maturity or earlier prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity or otherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of refinancing may reduce our overall borrowing costs.

To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects of a hypothetical instantaneous change of 100 basis points in interest rates (dollars in thousands):

As of September 30, 2023As of December 31, 2022
Gross book value$12,384,003$10,863,436
Fair value11,408,43110,010,935
Fair value reflecting change in interest rates:
-100 basis points11,851,60910,449,991
+100 basis points10,997,3069,607,787

The table below sets forth certain information with respect to our debt, excluding premiums and discounts (dollars in thousands):

As of September 30, 2023As of December 31, 2022As of September 30, 2022
Balance:
Fixed rate:
Senior notes/Exchangeable senior notes$9,273,091$8,627,540$8,599,445
Unsecured term loans400,000200,000200,000
Mortgage loans and other2,710,9122,035,8962,071,387
Subtotal fixed rate12,384,00310,863,43610,870,832
Variable rate:
Unsecured revolving credit facility31,67725,23031,057
Unsecured term loans668,270669,031661,637
Commercial paper notes—403,000377,400
Mortgage loans and other395,412400,547335,604
Subtotal variable rate1,095,3591,497,8081,405,698
Total$13,479,362$12,361,244$12,276,530
Percentage of total debt:
Fixed rate:
Senior notes/Exchangeable senior notes68.8%69.8%70.0%
Unsecured term loans3.01.61.6
Mortgage loans and other20.116.516.9
Variable rate:
Unsecured revolving credit facility0.20.20.3
Unsecured term loans5.05.45.4
Commercial paper notes—3.33.1
Mortgage loans and other2.93.22.7
Total100.0%100.0%100.0%
Weighted average interest rate at end of period:
Fixed rate:
Senior notes/Exchangeable senior notes3.8%3.7%3.7%
Unsecured term loans4.73.63.6
Mortgage loans and other4.23.73.7
Variable rate:
Unsecured revolving credit facility6.14.53.5
Unsecured term loans6.35.54.2
Commercial paper notes—4.73.4
Mortgage loans and other6.05.13.9
Total4.13.93.7

The variable rate debt in the table above reflects, in part, the effect of $143.7 million notional amount of interest rate swaps with maturities on March 2027, that effectively convert fixed rate debt to variable rate debt. In addition, the fixed rate debt in the table above reflects, in part, the effect of $537.2 million and C$561.3 million notional amount of interest rate swaps with maturities ranging from October 2023 to April 2031, in each case, that effectively convert variable rate debt to fixed rate debt.

In the first quarter of 2023, we hedged an incremental $200.0 million of variable rate debt to fixed rate debt through the execution in March 2023 of two-year $400.0 million notional swaps on our unsecured term loan due in June 2027, replacing a $200.0 million notional swap that matured in January 2023. The swap instruments are designated as cash flow hedges.

The decrease in our outstanding variable rate debt at September 30, 2023 compared to December 31, 2022 is primarily attributable to pay downs on our commercial paper.

The increase in our outstanding fixed rate debt at September 30, 2023 compared to December 31, 2022 is primarily attributable to the issuance of $862.5 million aggregate principal amount of 3.75% Exchangeable Senior Notes due 2026, the issuance of a $426.8 million fixed rate mortgage loan, which accrues interest at 5.91%, matures in 2033 and is secured by 19 SHOP communities in the United States, and interest rate swap activity in 2023 effectively converting an incremental $200.0 million of variable rate debt to fixed rate debt.

Assuming a 100 basis point increase in the weighted average interest rate related to our consolidated variable rate debt and assuming no change in our consolidated variable rate debt outstanding as of September 30, 2023 of $1.1 billion, interest expense on an annualized basis would increase by approximately $11.0 million, or $0.03 per diluted common share.

As of September 30, 2023 and December 31, 2022, our joint venture partners’ aggregate share of total consolidated debt was $295.7 million and $279.0 million, respectively, with respect to certain properties we owned through consolidated joint ventures.

Total consolidated debt does not include our portion of unconsolidated debt related to investments in unconsolidated real estate entities, which was $564.5 million and $454.4 million as of September 30, 2023 and December 31, 2022, respectively.

As a result of our Canadian and United Kingdom operations, we are subject to fluctuations in certain foreign currency exchange rates that may, from time to time, affect our financial condition and operating performance. Based solely on our results for the nine months ended September 30, 2023 (including the impact of existing hedging arrangements), if the value of the U.S. dollar relative to the British pound and Canadian dollar were to increase or decrease by one standard deviation compared to the average exchange rate during the year, our Normalized FFO per share for the three and nine months ended September 30, 2023 would decrease or increase as applicable, by $0.01 per share or 1%. We will continue to mitigate these risks through a layered approach to hedging looking out for the next year and continual assessment of our foreign operational capital structure. Nevertheless, we cannot assure you that any such fluctuations will not have an effect on our earnings.

Previous: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS · Next: Item 4. CONTROLS AND PROCEDURES