NOTE 18 – FAIR VALUE MEASUREMENTS

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Under ASC 820, the price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a voluntary transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, and (iii) able and willing to complete a transaction.

Fair value measurements require the use of valuation techniques that are consistent with one or more of the following: the market approach, the income approach or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present value on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. The fair value of our interest rate swap agreements is based upon the approximate amounts required to settle the contracts. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. In that regard, ASC 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

•Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (including interest rates, volatilities, prepayment speeds, credit risks) or inputs that are derived principally from or corroborated by market data by correlation or other means.

•Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

The following table summarizes our financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, segregated by the above-described levels of valuation inputs:



(All Amounts in Thousands)	September 30, 2015
		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Derivative Liabilities	$	-	$	(107)	$	-	$	(107)
Embedded Derivative	$	-	$	-	$	(202)	$	(202)

(All Amounts in Thousands)	December 31, 2014
		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Derivative Liabilities	$	-	$	(7,348)	$	-	$	(7,348)

The carrying amounts of our accounts receivable, accounts payable and accrued liabilities approximated their fair value at September 30, 2015 and December 31, 2014. The estimated fair value of our debt obligations at September 30, 2015 was approximately $214.0 million due to the variable rate nature of certain of our debt instruments as well as to the underlying value of the collateral. We calculated the fair value of our debt obligations using Level 3 inputs. We have determined that credit risk is not a material factor.

The following table reflects the fair value measurements used in testing the impairment of long-lived assets and goodwill during the nine months ended September 30, 2015:



(All Amounts in Thousands)		September 30,		Level 1		Level 2		Level 3		Total
		2015		Inputs		Inputs		Inputs		Losses
Vessels, Property, and Other Equipment, net (1)	$	30,293	$	-	$	-	$	30,293	$	(1,828)
Goodwill (2)		-		-		-		-		(1,907)
Assets Held for Sale (3)		5,300		-		-		5,300		(1,135)

(1)

Refers to the two Handysize vessels and their related equipment that we reclassified from assets held for sale to assets held in use at June 30, 2015.

(2)

Refers to the goodwill associated with our UOS acquisition included in the Jones Act segment.

(3)

Refers to our Jones Act Tug/Barge unit included in current assets held for sale.

See Note 3 – Impairment Loss for additional information.