Fair Value Measurement and Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2014 |
Fair Value Measurement and Fair Value of Financial Instruments | ' |
11 | Fair Value Measurement and Fair Value of Financial Instruments | | | | | | | | | | | | | | |
The Company follows ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”) for fair value measurements. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value, which focuses on an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. |
The hierarchy established under ASC 820 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). |
Level 1 - Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. As required by ASC 820, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price. |
Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. |
Level 3 - Pricing inputs are unobservable for the investment, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Level 3 includes investments that are supported by little or no market activity. |
As of June 30, 2014, the Company did not have any assets and liabilities measured at fair values on a recurring basis. |
Assets and liabilities of the Company measured at fair values on a recurring basis as of December 31, 2013 are summarized as follows: |
| December 31, | | | Level 1 | | | Level 2 | | | Level 3 | |
2013 |
Liabilities | | | | | | | | | | | | | | | |
Contingent consideration | $ | 1,000,000 | | | $ | — | | | $ | — | | | $ | 1,000,000 | |
Total liabilities | $ | 1,000,000 | | | $ | — | | | $ | — | | | $ | 1,000,000 | |
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The Company determines the fair value of acquisition-related contingent consideration based on assessment of the probability that the Company would be required to make such future payment. Changes to the fair value of contingent consideration are recorded in general and administrative expense. During the three months ended June 30, 2014, the Company settled its contingent consideration obligations. As part of the settlement, the Company issued 200,000 shares of common stock to GSE Consulting, L.P. (“GSE”) that had a fair value of $928,000 on the date of issuance. |
The following table provides a rollforward of the fair value, as determined by Level 3 inputs, of the contingent consideration. |
| For The Six Months Ended June 30, 2014 | | | | | | | | | | | | | |
Beginning balance | $ | 1,000,000 | | | | | | | | | | | | | |
Additions | | — | | | | | | | | | | | | | |
Settlement | | (928,000 | ) | | | | | | | | | | | | |
Change in fair value included in earnings | | (72,000 | ) | | | | | | | | | | | | |
Accrued interest | | — | | | | | | | | | | | | | |
Ending balance | $ | — | | | | | | | | | | | | | |
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The carrying amounts and fair values of the Company’s debt obligations are as follows |
| 30-Jun-14 | | | 31-Dec-13 | |
| Carrying Value | | | Fair Value | | | Carrying Value | | | Fair Value | |
Term loan | $ | 6,000,000 | | | $ | 6,000,000 | | | $ | 6,000,000 | | | $ | 6,000,000 | |
Subordinated notes payable | | 4,000,000 | | | | 4,000,000 | | | | 4,000,000 | | | | 4,000,000 | |
Related party subordinated notes payable | | — | | | | — | | | | 500,000 | | | | 500,000 | |
Total debt obligations | $ | 10,000,000 | | | $ | 10,000,000 | | | $ | 10,500,000 | | | $ | 10,500,000 | |
The carrying amount for fixed rate long-term debt and variable rate long-term debt approximate fair value because the underlying instruments are primarily at current market rates available to the Company for similar borrowings. The interest rate on the Commerce Bank and Trust Company (“Commerce”) debt is tied to the prime rate and will fluctuate with changes in that rate. Related party notes payable are classified as short-term on the Company’s accompanying condensed consolidated balance sheets. |