Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2013	Value		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Cash and cash equivalents (1)	$	119,923	$	119,923	$	—	$	—
Restricted cash (1)	42,594		42,594		—		—
Short-term investments (2)	2,336		—		2,336		—
Investments in lieu of retainage (3)	21,913		12,184		9,729		—
Long-term investments - auction rate securities (4)	46,283		—		—		46,283
Total	$	233,049	$	174,701	$	12,065	$	46,283

Liabilities:
Interest rate swap contract (5)	$	974	$	—	$	974	$	—
Contingent consideration (6)	46,022		—		—		46,022
Total	$	46,996	$	—	$	974	$	46,022

			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
Total	$	44,547	$	—	$	1,923	$	42,624

(1) Cash, cash equivalents and restricted cash primarily consist 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 the municipal bonds 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 accounts receivable, including retainage 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.

(4) At December 31, 2013 and 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 ARS held by the Company at December 31, 2013 and 2012 are in securities collateralized by student loan portfolios. At December 31, 2013 and 2012, most of the Company’s ARS were rated AA+ and AA+, respectively. The Company estimated the fair value of its ARS utilizing an income approach valuation model which considered, among other items, the following inputs: (i) the underlying structure of each security; (ii) the present value of future principal and interest payments discounted at rates considered to reflect current market conditions (discount rates range from 3% to 7%); (iii) consideration of the probabilities of default or repurchase at par for each period (term periods range from 6 to 8 years); (iv) prices from recent comparable transactions; and (v) other third party pricing information without adjustment.

(5) As discussed in Note 5 — Financial Commitments, 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 December 31, 2013 and 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.

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 December 31, 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 pre-tax impairment charges included in accumulated other comprehensive income (loss)	3,224
Balance at December 31, 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	26,374
Contingent consideration settled	(22,976		)
Balance at December 31, 2013	$	46,022

	Contingent
	Consideration
	(in thousands)
Balance at December 31, 2011	$	51,555
Fair value measured at conclusion of purchase price analysis measurement period	3,344
Fair value adjustments included in other income (expense), net	654
Contingent consideration settled	(12,929		)
Balance at December 31, 2012	$	42,624

- 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.

+ References+ Details

- 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