Fair Value Measurements | 9 Months Ended |
Sep. 30, 2013 |
Fair Value Measurements [Abstract] | ' |
Fair Value Measurements | ' |
(12)Fair Value Measurements |
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The Company follows the authoritative guidance for fair value measurements relating to financial and nonfinancial assets and liabilities, including presentation of required disclosures herein. This guidance establishes a fair value framework requiring the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets and liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: |
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Level 1:Unadjusted quoted prices in active markets for identical assets and liabilities. |
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Level 2:Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical assets or liabilities in inactive markets; or model-derived valuations or other inputs that can be corroborated by observable market data. |
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Level 3:Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. |
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The following tables provide a summary of the financial assets and liabilities measured at fair value on a recurring basis at September 30, 2013 and December 31, 2012 (in thousands): |
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| | | | Fair Value Measurements at Reporting Date Using | |
| | 30-Sep-13 | | Level 1 | | Level 2 | | Level 3 | |
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Inventory and other current assets | | | | | | | | | |
Available-for-sale securities | | $ 8,512 | | $ 8,512 | | - | | - | |
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Intangible and other long-term assets, net | | | | | | | | | |
Non-qualified deferred compensation assets | | $ 13,045 | | $ 1,963 | | $ 11,082 | | - | |
Interest rate swaps | | $ 616 | | - | | $ 616 | | - | |
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Accrued Expenses | | | | | | | | | |
Non-qualified deferred compensation liabilities | | $ 1,944 | | - | | $ 1,944 | | - | |
Contingent consideration | | $ 136 | | - | | - | | $ 136 | |
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Other long-term liabilities | | | | | | | | | |
Non-qualified deferred compensation liabilities | | $ 14,050 | | - | | $ 14,050 | | - | |
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| | 31-Dec-12 | | Level 1 | | Level 2 | | Level 3 | |
Inventory and other current assets | | | | | | | | | |
Available-for-sale securities | | $ 9,224 | | $ 9,224 | | - | | - | |
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Intangible and other long-term assets, net | | | | | | | | | |
Non-qualified deferred compensation assets | | $ 11,343 | | $ 825 | | $ 10,518 | | - | |
Interest rate swap | | $ 1,286 | | - | | $ 1,286 | | - | |
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Accounts payable | | | | | | | | | |
Non-qualified deferred compensation liabilities | | $ 125 | | - | | $ 125 | | - | |
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Accrued expenses | | | | | | | | | |
Contingent consideration | | $ 9,890 | | - | | - | | $ 9,890 | |
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Other long-term liabilities | | | | | | | | | |
Non-qualified deferred compensation liabilities | | $ 13,515 | | - | | $ 13,515 | | - | |
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Available-for-sale securities is comprised of approximately 1.5 million shares of SandRidge common stock that the Company received as partial consideration for its 10% interest in Dynamic Offshore (see note 5). The securities are reported at fair value based on the closing price of the shares as reported on the New York Stock Exchange. |
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The Company’s non-qualified deferred compensation plans allow officers, certain highly compensated employees and non-employee directors to defer receipt of a portion of their compensation and contribute such amounts to one or more hypothetical investment funds. The Company entered into separate trust agreements, subject to general creditors, to segregate assets of each plan and reports the accounts of the trusts in its condensed consolidated financial statements. These investments are reported at fair value based on unadjusted quoted prices in active markets for identifiable assets and observable inputs for similar assets and liabilities, which represent Levels 1 and 2, respectively, in the fair value hierarchy. |
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In July 2013, June 2013 and April 2012, the Company entered into interest rate swap agreements related to its fixed rate debt maturing in 2021 for notional amounts of $100 million each, whereby the Company is entitled to receive semi-annual interest payments at a fixed rate of 7 1/8% per annum and is obligated to make semi-annual interest payments at floating rates, which are adjusted every 90 days, based on LIBOR plus a fixed margin. The swap agreements, scheduled to terminate on December 15, 2021, are designated as fair value hedges of a portion of the Company’s 7 1/8% senior notes, as the derivative has been tested to be highly effective in offsetting changes in the fair value of the underlying note. As these derivatives are classified as fair value hedges, the changes in the fair value of the derivatives are offset against the changes in the fair value of the underlying note in interest expense, net (see note 13). The Company previously had an interest rate swap agreement for a notional amount of $150 million related to its 6 7/8% senior notes that was designated as a fair value hedge. In February 2012, the Company sold this interest rate swap to the counterparty for approximately $1.2 million. |
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As of September 30, 2013, the Company’s maximum contingent consideration payable as a result of prior acquisitions was approximately $3.5 million. The Company has recorded a current liability of approximately $0.1 million, which represents the Company’s estimate of the fair value of the maximum contingent consideration payable. The fair value of the contingent consideration was determined using a probability-weighted discounted cash flow approach at the acquisition and reporting date. The approach is based on significant inputs that are not observable in the market, which are referred to as Level 3 inputs. The fair value is based on the acquired companies reaching specific performance metrics. |
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During the nine months ended September 30, 2013, the Company paid approximately $6.5 million of contingent consideration related to its acquisition of a wireline and well testing company in 2012. The following table summarizes the activity recorded using fair value of Level 3 liabilities for the nine months ended September 30, 2013 (in thousands): |
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Balance as of December 31, 2012 | $ 9,890 | | | | | | | | |
Settlements | -6,500 | | | | | | | | |
Reduction in fair value of liability for | | | | | | | | | |
additional consideration | -3,254 | | | | | | | | |
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Balance as of September 30, 2013 | $ 136 | | | | | | | | |
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In accordance with authoritative guidance, non-financial assets and non-financial liabilities are remeasured at fair value on a non-recurring basis. In determining estimated fair value of acquired goodwill, we use various sources and types of information, including, but not limited to, quoted market prices, replacement cost estimates, accepted valuation techniques such as discounted cash flows, and existing carrying value of acquired assets. As necessary, we utilize third-party appraisal firms to assist us in determining fair value of inventory, identifiable intangible assets, and any other significant assets or liabilities. During the measurement period and as necessary, we adjust the preliminary purchase price allocation if we obtain more information regarding asset valuations and liabilities assumed. During the nine months ended September 30, 2013, the Company revised its fair value estimate of contingent consideration payable due to changes in certain performance metrics. The adjustment was recorded in general and administrative expense in the consolidated statement of income. |
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The fair value of the Company’s cash equivalents, accounts receivable and current maturities of long-term debt approximates their carrying amounts. The fair value of the Company’s long-term debt was approximately $1,772.8 million and $1,960.0 million at September 30, 2013 and December 31, 2012, respectively. The fair value of these debt instruments is determined by reference to the market value of the instruments as quoted in over-the-counter markets, which are Level 1 inputs. |
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