Fair Value Measurements

12 Months Ended

Dec. 31, 2015

3. Fair Value Measurements

The fair value hierarchy established by ASC 820, Fair Value Measurement, prioritizes the use of inputs used in valuation techniques into the following three levels:

Level 1 — quoted prices in active markets for identical assets and liabilities

Level 2 — inputs other than Level 1 inputs that are observable, either directly or indirectly

Level 3 — unobservable inputs

The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2015 and 2014:



	December 31, 2015								December 31, 2014
	Fair Value Hierarchy								Fair Value Hierarchy
(in thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents (a)	$	75,452	$	75,452	$	—	$	—	$	135,583	$	135,583	$	—	$	—
Restricted cash (a)		45,853		45,853		—		—		44,370		44,370		—		—
Investments in lieu of customer retainage (b)		41,566		35,350		6,216		—		33,224		25,761		7,463		—
Total	$	162,871	$	156,655	$	6,216	$	—	$	213,177	$	205,714	$	7,463	$	—

Liabilities:
Interest rate swap contract (c)	$	45	$	—	$	45	$	—	$	381	$	—	$	381	$	—
Contingent consideration (d)		—		—		—		—		24,814		—		—		24,814
Total	$	45	$	—	$	45	$	—	$	25,195	$	—	$	381	$	24,814

(a)

Cash, cash equivalents and restricted cash consist primarily of money market funds with original maturity dates of three months or less, for which fair value is determined through quoted market prices.

(b)

Investments in lieu of customer retainage are classified as accounts receivable and are comprised of money market funds, U.S. Treasury Notes and other municipal bonds, the majority of which are rated Aa3 or better. The fair values of the U.S. Treasury Notes and municipal bonds are obtained from readily-available pricing sources for comparable instruments, and as such, the Company has classified these assets as Level 2.

(c)

The Company values the interest rate swap liability utilizing a discounted cash flow model that takes into consideration forward interest rates observable in the market and the counterparty’s credit risk.

(d)

Represents earn-out payments for businesses acquired in 2011. The earn-out payments were estimated based on the projected operating results of the acquired businesses. The fair value of the earn-out payments was estimated by calculating their present value using discount rates ranging from 14% to 18%.

The following is a summary of changes in Level 3 liabilities during 2015 and 2014:



	Contingent
(in thousands)	Consideration
Balance as of December 31, 2013	$	46,022
Fair value adjustments included in other income (expense), net		5,592
Amount no longer subject to contingency		(26,800)
Balance as of December 31, 2014	$	24,814
Fair value adjustments included in other income (expense), net		(3,739)
Amount no longer subject to contingency		(21,075)
Balance as of December 31, 2015	$	—



	Auction Rate
(in thousands)	Securities
Balance as of December 31, 2013	$	46,283
Purchases		—
Settlements		(44,497)
Realized loss included in other income (expense), net		(1,786)
Balance as of December 31, 2014	$	—

On April 30, 2014, the Company sold all of its auction rate securities for approximately $44.5 million and recognized a loss of $1.8 million.

The carrying amount of cash and cash equivalents approximates fair value due to the short-term nature of these items. The carrying values of receivables, payables, other amounts arising out of normal contract activities, including retainage, which may be settled beyond one year, are estimated to approximate fair value. Of the Company’s long-term debt, the fair values of the Senior Notes as of December 31, 2015 and 2014 were $305.6 million and $310.3 million, respectively, compared to the carrying values of $299.0 million and $298.8 million, respectively. The fair value of the Senior Notes was calculated using Level 1 inputs based on quoted prices in the active markets for the Senior Notes as of December 31, 2015 and 2014. For other fixed rate debt, fair value is determined using Level 3 inputs based on discounted cash flows for the debt at the Company’s current incremental borrowing rate for similar types of debt. The estimated fair values of other fixed rate debt as of December 31, 2015 and 2014 were $121.7 million and $164.3 million, respectively, compared to the carrying amounts of $124.7 million and $162.3 million, respectively. The fair value of variable rate debt, which includes the Revolving Credit Facility and the Term Loan, approximated its carrying value of $399.7 million and $404.3 million as of December 31, 2015 and 2014, respectively.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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