Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2013

Assets and Liabilities Measured at Fair Value on a Recurring Basis

			Fair Value Measurements Using
					Significant
			Quoted prices		other		Significant
	Total		in active		observable		unobservable
	Carrying		markets		inputs		inputs
At September 30, 2013	Value		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Cash and cash equivalents (1)	$	127,902	$	127,902	$	—	$	—
Restricted cash (1)	47,466		47,466		—		—
Short-term investments (2)	2,151		—		2,151		—
Investments in lieu of retainage (3)	19,711		10,808		8,903		—
Long-term investments - auction rate securities (4)	46,283		—		—		46,283
Total	$	243,513	$	186,176	$	11,054	$	46,283

Liabilities:
Interest rate swap contract (5)	$	1,151	$	—	$	1,151	$	—
Contingent consideration (6)	57,872		—		—		57,872
	59,023		$	—	$	1,151	$	57,872

			Fair Value Measurements Using
					Significant
			Quoted prices		other		Significant
	Total		in active		observable		unobservable
	Carrying		markets		inputs		inputs
At December 31, 2012	Value		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Cash and cash equivalents (1)	$	168,056	$	168,056	$	—	$	—
Restricted cash (1)	38,717		38,717		—		—
Short-term investments (2)	2,679		—		2,679		—
Investments in lieu of retainage (3)	21,934		10,553		11,381		—
Long-term investments - auction rate securities (4)	46,283		—		—		46,283
Total	$	277,669	$	217,326	$	14,060	$	46,283

Liabilities:
Interest rate swap contract (5)	$	1,923	$	—	$	1,923	$	—
Contingent consideration (6)	42,624		—		—		42,624
	$	44,547	$	—	$	1,923	$	42,624

(1) 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.

(2) Short-term investments are classified as other current assets and are comprised of U.S. Treasury Notes and municipal bonds, the majority of which are rated Aa2 or better. The fair values of the municipal bonds are obtained from readily-available pricing sources for comparable instruments, and as such, the Company has classified these assets as Level 2.

(3) Investments in lieu of retainage are classified as account receivables, including retainage and are comprised of money market accounts and municipal bonds, the majority of which are rated Aa3 or better. The fair values of the municipal bonds are obtained from readily-available pricing sources for comparable instruments, and as such, the Company has classified these assets as Level 2.

(4) At both September 30, 2013 and December 31, 2012, the Company had $46.3 million invested in auction rate securities (“ARS”) which the Company considers as available-for-sale long-term investments. The long-term investments in ARS held by the Company at both September 30, 2013 and December 31, 2012 are in securities collateralized by student loan portfolios. At both September 30, 2013 and December 31, 2012, most of the Company’s ARS were rated AA+.

(5) In August 2011, the Company entered into a swap agreement with Bank of America, N.A. to establish a long-term interest rate for its $200 million five-year term loan. The swap agreement became effective for the term loan principal balance outstanding at January 31, 2012 and will remain effective through the maturity date of the term loan. 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. This liability is classified as a component of other long-term liabilities.

(6) The liabilities listed as of September 30, 2013 and December 31, 2012 above represent the contingent consideration for the Company’s acquisitions in 2011 for which the measurement periods for purchase price analyses for the acquisitions have concluded, as well as the contingent consideration in the amount of $759,000 related to the acquisition of a small fire protection systems contractor during the third quarter of 2013.

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

	Auction Rate
	Securities
	(in thousands)
Balance at December 31, 2012	$	46,283
Purchases	—
Settlements	—
Balance at March 31, 2013	$	46,283
Purchases	—
Settlements	—
Balance at June 30, 2013	$	46,283
Purchases	—
Settlements	—
Balance at September 30, 2013	$	46,283

	Auction Rate
	Securities
	(in thousands)
Balance at December 31, 2011	$	62,311
Purchases	—
Settlements	(16,553		)
Realized loss included in other income (expense), net	(2,699		)
Reversal of pretax impairment charges included in accumulated other comprehensive income (loss)	3,224
Balance at March 31, 2012	$	46,283
Purchases	—
Settlements	—
Balance at June 30, 2012	$	46,283
Purchases	—
Settlements	—
Balance at September 30, 2012	$	46,283

Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis

	Contingent
	Consideration
	(in thousands)
Balance at December 31, 2012	$	42,624
Fair value adjustments included in other income (expense), net	1,380
Balance at March 31, 2013	$	44,004
Fair value adjustments included in other income (expense), net	3,914
Balance at June 30, 2013	$	47,918
Fair value measured prior to conclusion of purchase price analysis measurement period	759
Fair value adjustments included in other income (expense), net	9,195
Balance at September 30, 2013	$	57,872

	Contingent
	Consideration
	(in thousands)
Balance at December 31, 2011	$	51,555
Fair value adjustments included in other income (expense), net	142
Balance at March 31, 2012	$	51,697
Fair value measured at conclusion of purchase price analysis measurement period	3,344
Fair value adjustments included in other income (expense), net	(298		)
Balance at June 30, 2012	$	54,743
Contingent consideration settled	(8,000		)
Fair value adjustments included in other income (expense), net	(37		)
Balance at September 30, 2012	$	46,706

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

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- Definition

Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.

+ References+ Details