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FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
6 Months Ended
Mar. 31, 2019
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS  
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

NOTE 12 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

 

We have certain assets and liabilities that are required to be measured and disclosed at fair value. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.  We use the fair value hierarchy established in ASC 820-10 to measure fair value to prioritize the inputs:

 

·

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

 

·

Level 2 — Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

·

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.  This includes pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 

The assets held in a Non-Qualified Supplemental Savings Plan are carried at fair value, which totaled $14.5 million at March 31, 2019 and $16.2 million at September 30, 2018. The assets are comprised of mutual funds that are measured using Level 1 inputs.

 

Short-term investments include securities classified as trading securities. Both realized and unrealized gains and losses on trading securities are included in other income (expense) in the Unaudited Condensed Consolidated Statements of Operations. The securities are recorded at fair value.

 

Our non-financial assets, such as intangible assets, goodwill and property, plant and equipment, are recorded at fair value when acquired in a business combination or when an impairment charge is recognized. If measured at fair value in the Unaudited Condensed Consolidated Balance Sheets, these would generally be classified within Level 2 or 3 of the fair value hierarchy.

The majority of cash equivalents are invested in highly liquid money-market mutual funds invested primarily in direct or indirect obligations of the U.S. Government.  The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those investments.

 

The carrying value of other current assets, accrued liabilities and other liabilities approximated fair value at March 31, 2019 and September 30, 2018.

The following table summarizes our assets and liabilities measured at fair value presented in our Unaudited Condensed Consolidated Balance Sheet as of March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

 

 

(in thousands)

Recurring fair value measurements:

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

6,696

 

$

 —

 

$

6,696

 

$

 —

Corporate and municipal debt securities

 

 

3,981

 

 

 —

 

 

3,981

 

 

 —

U.S. government and federal agency securities

 

 

15,441

 

 

11,441

 

 

4,000

 

 

 —

Total short-term investments

 

 

26,118

 

 

11,441

 

 

14,677

 

 

 —

Cash and cash equivalents

 

 

243,912

 

 

243,912

 

 

 —

 

 

 —

Investments

 

 

45,787

 

 

45,521

 

 

266

 

 

 —

Other current assets

 

 

30,363

 

 

30,363

 

 

 —

 

 

 —

Other assets

 

 

3,832

 

 

3,832

 

 

 —

 

 

 —

Total assets measured at fair value

 

$

350,012

 

$

335,069

 

$

14,943

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent earnout liability

 

$

9,015

 

$

 —

 

$

 —

 

$

9,015

 

At March 31, 2019, our financial instruments measured at fair value utilizing Level 1 inputs include cash equivalents, U.S. Agency issued debt securities, equity securities with active markets and money market funds that are classified as restricted assets.  The current portion of restricted amounts are included in prepaid expenses and other, and the noncurrent portion is included in other assets.  For these items, quoted current market prices are readily available.

 

At March 31, 2019, assets measured at fair value using Level 2 inputs include certificates of deposit, municipal bonds and corporate bonds measured using broker quotations that utilize observable market inputs.

 

Our financial instruments measured using Level 3 inputs consist of potential earnout payments associated with the acquisition of AJC in fiscal year 2019 and MOTIVE Drilling Technologies, Inc. in fiscal year 2017.  The valuation techniques used for determining the fair value of the potential earnout payments use a Monte Carlo simulation which evaluates numerous potential earnings and pay out scenarios.

 

The following table presents a reconciliation of changes in the fair value of our financial assets and liabilities classified as Level 3 fair value measurements in the fair value hierarchy for the indicated periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

March 31, 

 

March 31, 

 

    

2019

    

2018

    

2019

    

2018

 

 

(in thousands)

Net liabilities at beginning of period

 

$

12,147

 

$

17,356

 

$

11,160

 

$

14,879

Additions

 

 

 —

 

 

 —

 

 

673

 

 

 —

Total gains or losses:

 

 

 

 

 

 

 

 

 

 

 

 

Included in earnings

 

 

(3,132)

 

 

1,346

 

 

(2,818)

 

 

5,323

Settlements (1)

 

 

 —

 

 

(3,000)

 

 

 —

 

 

(4,500)

Net liabilities at end of period

 

$

9,015

 

$

15,702

 

$

9,015

 

$

15,702

 

(1)

Settlements represent earnout payments that have been paid or earned during the period. 

 

The following information presents the supplemental fair value information about long-term fixed-rate debt at December 31, 2018 and September 30, 2018:

 

 

 

 

 

 

 

 

 

 

March 31, 

 

September 30, 

 

    

2019

    

2018

 

 

(in millions)

Carrying value of long-term fixed-rate debt

 

$

491.2

 

$

494.0

Fair value of long-term fixed-rate debt

 

$

507.0

 

$

509.3

 

The fair value for the $500 million fixed-rate debt was based on broker quotes.  The notes are classified within Level 2 as they are not actively traded in markets.

 

We adopted ASU No. 2016-01 on October 1, 2018, and as a result, we recognize our marketable equity securities that have readily determinable fair values at fair value, with changes in such values reflected in net income.  Previously, we recognized changes in fair value of equity securities in other comprehensive income in the Unaudited Condensed Consolidated Statements of Comprehensive Income. There is no longer a requirement to consider whether the decline in fair value is other-than-temporary. When equity securities are sold, the cost of securities used in determining realized gains and losses is based on the average cost basis of the security sold. 

 

The estimated fair value of our equity securities, reflected on our Unaudited Condensed Consolidated Balance Sheets as Investments, is based on Level 1 inputs.  As of March 31, 2019, we recorded a loss of $37.0 million, which resulted from the decrease in the fair value of our investments from September 30, 2018. The following is a summary of our securities, which excludes assets held in a Non-Qualified Supplemental Savings Plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

 

 

 

 

Unrealized

 

Unrealized

 

Fair

 

    

Cost

    

Gains

    

Losses

    

Value

 

 

(in thousands)

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

$

38,473

 

$

16,656

 

$

(9,608)

 

$

45,521

September 30, 2018

 

$

38,473

 

$

44,023

 

$

 —

 

$

82,496