Fair Value Measurements and Interest Rate Swaps | 3 Months Ended |
Mar. 31, 2015 |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Interest Rate Swaps | Note 4 – Fair Value Measurements and Interest Rate Swaps |
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Our assets and liabilities that are measured at fair value on a recurring basis include the unrealized gains or losses on our interest rate swap contracts and contingent consideration related to our PSL acquisition. The three levels of the fair value hierarchy under the accounting guidance are described below: |
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Level 1 | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. | | | | | | | |
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Level 2 | Inputs to the valuation methodology include: | | | | | | | |
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• | quoted prices for similar assets or liabilities in active markets; | | | | | | | |
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• | quoted prices for identical or similar assets or liabilities in inactive markets; | | | | | | | |
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• | inputs other than quoted prices that are observable for the asset or liability; or | | | | | | | |
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• | inputs that are derived principally from or corroborated by observable market data by correlation or other means. | | | | | | | |
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Level 3 | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | | | | | | | |
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Interest Rate Swaps |
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For determining the fair value of our interest rate swap contracts, we use significant other observable market data or assumptions (Level 2 inputs as defined in the accounting guidance) that we believe market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk. Our fair value estimates reflect an income approach based on the terms of the interest rate swap contracts and inputs corroborated by observable market data including interest rate curves. |
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We have five interest rate swap contracts in place to reduce our exposure to fluctuations in interest rates on our unsecured syndicated senior credit facility (the Credit Facility). These swaps convert the variable interest rate to a fixed interest rate on borrowings under the Credit Facility. Each of these swap contracts terminates on October 19, 2016. The following table provides additional details related to each of these swap contracts: |
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Derivative | | Effective Date | | Notional | | Fixed | | |
Amount | Interest | | |
(in millions) | Rate | | |
Interest rate swap 1 | | November 21, 2011 | | $25.00 | | 1.19% | | |
Interest rate swap 2 | | November 21, 2011 | | $25.00 | | 1.19% | | |
Interest rate swap 3 | | December 21, 2011 | | $50.00 | | 1.10% | | |
Interest rate swap 4 | | January 17, 2012 | | $25.00 | | 1.05% | | |
Interest rate swap 5 | | January 19, 2012 | | $25.00 | | 0.99% | | |
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In May 2014, we entered into four forward-starting interest rate swap contracts to reduce our exposure to future fluctuations in interest rates on our Credit Facility. These swaps will convert the variable interest rate to a fixed interest rate on borrowings under the Credit Facility. Each of these forward‑starting swap contracts becomes effective on October 19, 2016 and terminates on September 20, 2018. The following table provides additional details related to each of these swap contracts: |
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Derivative | | Inception Date | | Notional | | Fixed | | |
Amount | Interest | | |
(in millions) | Rate | | |
Forward-starting interest rate swap 1 | | May 8, 2014 | | $25.00 | | 2.52% | | |
Forward-starting interest rate swap 2 | | May 14, 2014 | | $50.00 | | 2.45% | | |
Forward-starting interest rate swap 3 | | May 19, 2014 | | $50.00 | | 2.34% | | |
Forward-starting interest rate swap 4 | | May 28, 2014 | | $25.00 | | 2.26% | | |
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We recognize any differences between the variable interest rate payments and the fixed interest rate settlements from our swap counterparties as an adjustment to interest expense over the life of the swaps. We have designated these swaps as cash flow hedges and we record the changes in the estimated fair value of the swaps to Accumulated other comprehensive income (loss) on our Consolidated Balance Sheets. If our interest rate swaps became ineffective, we would immediately recognize the changes in the estimated fair value of our swaps in earnings. Since inception, we have not recognized any gains or losses on these swaps through income and there has been no effect on income from hedge ineffectiveness. |
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For our five interest rate swap contracts currently in effect, a portion of the change in the estimated fair value between periods relates to future interest expense. Recognition of the change in fair value between periods attributable to accrued interest is reclassified from Accumulated other comprehensive income (loss) to Interest expense, net on the Consolidated Statements of Income. These amounts were not material in the first three months of 2015 nor 2014. |
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The table below presents the estimated fair value of our interest rate swap contracts and our forward-starting interest rate swap contracts (in thousands): |
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Level 2 | | 2015 | | 2014 |
Unrealized losses on interest rate swaps | | $ | (3,728 | ) | | $ | (1,520 | ) |
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We include unrealized losses in Accrued expenses and other current liabilities and unrealized gains in Prepaid expenses and other current assets on the Consolidated Balance Sheets. |
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Failure of our swap counterparties would result in the loss of any potential benefit to us under our swap contracts. In this case, we would still be obligated to pay the variable interest payments underlying the Credit Facility. Additionally, failure of our swap counterparties would not eliminate our obligation to continue to make payments under our existing swap contracts if we continue to be in a net pay position. |
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Contingent Consideration |
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As of March 31, 2015, our Consolidated Balance Sheets reflect $0.2 million in Accrued expenses and other current liabilities for contingent consideration related to a potential future payout for the PSL acquisition. In determining this estimate, we applied an income approach using a probability-weighted model of possible outcomes based on our estimates of fiscal 2015 earnings for PSL (Level 3 inputs as defined in the accounting guidance). We have made no adjustments to our estimate since the acquisition date. Any adjustment to the fair value of contingent consideration would be recognized in earnings in the period in which we determined that the fair value changed. Based on our earnings projections for PSL as of March 31, 2015, we determined that the contingent consideration liability was in a range of acceptable estimates. |
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Other |
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The carrying values of cash, receivables, accounts payable and accrued liabilities approximate fair value due to the short maturity of those instruments. The carrying value of the note receivable with our variable interest entity and the carrying value of long-term debt approximate fair value. Our determination of the estimated fair values of these long-term instruments reflects a discounted cash flow model using our estimates, including assumptions related to borrowing rates and collectibility (Level 3 inputs as defined in the accounting guidance). |