Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2013

Fair Value of Financial Instruments

Fair Value of Financial Instruments

5. Fair Value of Financial Instruments

The Company applies the following hierarchy to determine the fair value of financial instruments, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The levels in the hierarchy are defined as follows:

·   Level 1:  Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

·   Level 2:  Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·   Level 3:  Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The valuation techniques that may be used by the Company to determine the fair value of Level 2 and Level 3 financial instruments are the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value based on current market expectations about those future amounts, including present value techniques, option-pricing models and the excess earnings method. The cost approach is based on the amount that would be required to replace the service capacity of an asset (replacement cost).

The following table sets forth the Company’s financial instruments that are measured at fair value on a recurring basis and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at March 31, 2013 and December 31, 2012 (in millions):

March 31, 2013	Total		Quoted Prices in Active Markets Available (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	7.0	$	7.0	$	—	$	—
Restricted cash	6.5		6.5		—		—
Embedded derivatives in purchase and delivery contracts	0.8		—		0.8		—
Long-term restricted cash	3.8		3.8		—		—
Total assets recorded at fair value	$	18.1	$	17.3	$	0.8	$	—
Liabilities:
Contingent consideration	$	4.0	$	—	$	—	$	4.0
Foreign exchange contracts	3.5		—		3.5		—
Embedded derivatives in purchase and delivery contracts	0.1		—		0.1		—
Fixed price commodity contracts	0.2		—		0.2		—
Total liabilities recorded at fair value	$	7.8	$	—	$	3.8	$	4.0

December 31, 2012	Total		Quoted Prices in Active Markets Available (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	8.2	$	8.2	$	—	$	—
Restricted cash	3.7		3.7		—		—
Foreign exchange contracts	1.8		—		1.8		—
Embedded derivatives in purchase and delivery contracts	0.3		—		0.3		—
Long-term restricted cash	3.9		3.9		—		—
Total assets recorded at fair value	$	17.9	$	15.8	$	2.1	$	—
Liabilities:
Contingent consideration	$	3.7	$	—	$	—	$	3.7
Embedded derivatives in purchase and delivery contracts	0.3		—		0.3		—
Fixed price commodity contracts	0.2		—		0.2		—
Total liabilities recorded at fair value	$	4.2	$	—	$	0.5	$	3.7

The Company’s financial instruments consist primarily of cash equivalents, restricted cash, derivative instruments consisting of forward foreign exchange contracts, commodity contracts, derivatives embedded in certain purchase and delivery contracts, accounts receivable, short-term borrowings, accounts payable, contingent consideration and long-term debt. The carrying amounts of the Company’s cash equivalents, restricted cash, accounts receivable, short-term borrowings and accounts payable approximate their fair value due to their short-term nature. Derivative assets and liabilities are measured at fair value on a recurring basis. The Company’s long-term debt consists principally of a private placement arrangement entered into in 2012 with various fixed interest rates based on the maturity date.  The fair value of the long-term fixed interest rate debt, which has been classified as Level 2, was $251.3 and $255.6 million at March 31, 2013 and December 31, 2012, respectively, based on market and observable sources with similar maturity dates.

Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets or liabilities which originated during the three ended March 31, 2013.  During 2012, as part of the Company’s acquisition of the SkyScan business, the Company recorded a contingent consideration liability that has been classified as Level 3 in the fair value hierarchy.  The contingent consideration represents the estimated fair value of future payments to the former shareholders of the SkyScan business based on achieving annual revenue targets for the years 2012-2014.  The Company initially valued the contingent consideration by using the discounted cash flow method.  Changes to the fair value of the contingent consideration as of March 31, 2013 have not been material.