XML 43 R14.htm IDEA: XBRL DOCUMENT v2.4.0.6
Fair Value Measurement
12 Months Ended
Dec. 31, 2011
Fair Value Measurement [Abstract]  
Fair Value Measurement

Note G. Fair Value Measurement

The Company applies the accounting standards for fair value measurements and disclosures for its financial assets and financial liabilities. The guidance requires disclosures about assets and liabilities measured at fair value. The Company’s financial assets relate to the interest rate cap of $8 and the Company’s financial liabilities relate to contingent acquisition consideration payments of $6,498.

The accounting guidance for fair value measurements and disclosures includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels:

 

   

Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

 

   

Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data.

 

   

Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The significant inputs used to derive the fair value of the contingent acquisition consideration include financial forecasts of future operating results, the probability of reaching the forecast and the associated discount rate. The weighted average probability of the contingent acquisition consideration ranges from 95% to 10%, with a weighted average discount rate of 12%. The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis and the basis of measurement at December 31, 2011 and 2010:

 

                                 
    Total Fair Value
Measurement at
December 31, 2011
    Level 1     Level 2     Level 3  

Assets:

                               

Interest Rate Cap

  $ 8       —         8       —    

Liabilities:

                               

Contingent acquisition consideration

  $ (6,498     —         —         (6,498

 

                                 
    Total Fair Value
Measurement at
December 31, 2010
    Level 1     Level 2     Level 3  

Assets:

                               

Interest Rate Cap

  $ 174       —         174       —    

Liabilities:

                               

Contingent acquisition consideration

  $ (6,807     —         —         (6,807

The following table provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3):

 

         
    Due to Seller  

Balance at December 31, 2009

  $ (5,090

Increase related to new acquisitions

    (2,400

Payment of contingent consideration

    529  

Change in fair value

    154  
   

 

 

 

Balance at December 31, 2010

    (6,807

Increase related to new acquisitions

    —    

Payment of contingent consideration

    —    

Change in fair value

    309  
   

 

 

 

Balance at December 31, 2011

  $ (6,498
   

 

 

 

 

For the year ended December 31, 2011, the Company recorded adjustments to the original contingent consideration obligation recognized upon the acquisition of Gameday Management Group U.S. The adjustments were the result of using revised forecasts and updated fair value measurements that adjusted the Company’s potential earn-out payments related to the purchase of this business.

For the year ended December 31, 2011, the Company recognized a benefit of $309 in general and administrative expenses in the statement of income due to the change in fair value measurements using a level three valuation technique.

The carrying and estimated fair values of the Company’s financial instruments at December 31, 2011 and 2010 were as follows:

 

                                 
    2011     2010  
    Carrying
Amount
    Fair Value     Carrying
Amount
    Fair Value  
    (In thousands)  

Cash and cash equivalents

  $ 13,220     $ 13,220     $ 7,305     $ 7,305  

Long-term debt —

                               

Senior credit facility

    (80,000     (80,000 )     (95,200     (95,200 )

Capital lease obligation

    (972     (972 )     (1,525     (1,525 )

Obligations on Seller notes and other

    (1,041     (1,041 )     (1,177     (1,177 )

The carrying values of cash and cash equivalents approximate their fair value due to the short-term nature of these financial instruments. Long-term debt has a carrying value that approximates fair value because these instruments bear interest at variable market rates. The fair value of the capital lease and obligations on Seller notes and other obligations were estimated to not be materially different from the carrying amount.