Fair Value Measurements

12 Months Ended

Dec. 31, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

[3] Fair Value Measurements

Fair value guidance establishes a three-tier hierarchy for disclosure of investments at fair value.  This hierarchy prioritizes the inputs used to measure fair value and expands disclosures about assets and liabilities measured at fairvalue.  A financial asset's or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.  These hierarchical tiers are defined as follows:

Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – inputs are other than quoted prices in active markets that are either directly or indirectly observable through market corroboration.

Level 3 – inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions based on the best information available in the circumstances.

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2011 and 2010 (in thousands):

			Fair Value Measurements at Dec. 31, 2011 Using
	Total		Quoted prices		Significant other		Significant
	Carrying		in active		observable		unobservable
	Value at		markets		inputs		inputs
	Dec. 31, 2011		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	204,240	$	204,240	$	-	$	-
Restricted cash		35,437		35,437		-		-
Short-term investments		3,465		1,026		2,439		-
Bonds substituted for retainage		12,488		-		12,488		-
Auction rate securities		62,311		-		-		62,311
Total Assets	$	317,941	$	240,703	$	14,927	$	62,311
Liabilities:
Contingent consideration	$	51,555	$	-	$	-	$	51,555
Total Liabilities	$	51,555	$	-	$	-	$	51,555

			Fair Value Measurements at Dec. 31, 2010 Using
	Total		Quoted prices		Significant other		Significant
	Carrying		in active		observable		unobservable
	Value at		markets		inputs		inputs
	Dec. 31, 2010		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	471,378	$	471,378	$	-	$	-
Restricted cash		23,550		23,550		-		-
Short-term investments		28		28		-		-
Bonds substituted for retainage		-		-		-		-
Auction rate securities		88,129		-		-		88,129
Total Assets	$	583,085	$	494,956	$	-	$	88,129
Liabilities:
Contingent consideration	$	-	$	-	$	-	$	-
Total Liabilities	$	-	$	-	$	-	$	-

The Company did not have any significant transfers between Levels 1 and 2 of financial assets or liabilities that are fair valued on a recurring basis during the years ended December 31, 2011 and 2010.

Assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during 2011 and 2010 are as follows (in thousands):

	Auction Rate
	Securities
Balance at December 31, 2010	$	88,129
Purchases		-
Settlements		(21,200	)
Impairment charge included in other income (expense), net		(4,750	)
Reversal of impairment charges included in other income (expense), net		132
Balance at December 31, 2011	$	62,311

	Auction Rate
	Securities
Balance at December 31, 2009	$	101,201
Purchases		-
Settlements		(7,400	)
Impairment charge included in other income (expense), net		(5,746	)
Reversal of impairment charges included in other income (expense), net		74
Balance at December 31, 2010	$	88,129

The Company's investments primarily consist of cash and cash equivalents and auction rate securities (“ARS”).  Cash and cash equivalents 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. Short-term investments are classified as other current assets and are comprised of certificates of deposit and municipal bonds.  The fair values of the certificates of deposit are determined through quoted market prices, and as such, the Company has classified these assets as Level 1.  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.  Bonds substituted for retainage are classified as accounts receivable, including retainage and are comprised of U.S. Treasury Notes and other municipal bonds, the majority of which are rated Aa2 or better.  The fair values of these assets are obtained from readily-available pricing sources for comparable instruments, and as such, the Company has classified these assets as Level 2.

At December 31, 2011, the Company had $62.3 million invested in ARS which the Company considers available for sale. The majority of the ARS held at December 31, 2011, totaling $54.3 million, are securities collateralized by student loan portfolios, which are guaranteed by the United States government.  Additional amounts totaling $8.0 million are invested in securities collateralized by student loan portfolios, which are privately insured.  Most of the Company's ARS are rated AAA.  Due to the Company's belief that the market for both government-backed and privately insured student loans may take in excess of twelve months to recover, the Company has classified its $62.3 million investment in these securities as non-current and this amount is included in long-term investments in the Consolidated Balance Sheets at December 31, 2011.

To estimate the fair value of its ARS, the Company utilized 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; and (iii) consideration of the probabilities of default or repurchase at par for each period.  As a result of this analysis, the Company recorded impairment charges of $4.8 million and $5.7 million during 2011 and 2010, respectively, which were deemed to be other-than-temporary and were recorded as charges against income.

Liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during 2011 and 2010 are as follows (in thousands):

	Contingent
	Consideration
Balance at December 31, 2010	$	-
Fair value measured at conclusion of purchase price analysis measurement period  (see Note 2)		57,687
Fair value adjustments included in other income (expense), net		(6,132	)
Balance at December 31, 2011	$	51,555

	Contingent
	Consideration
Balance at December 31, 2009	$	-
Fair value measured at conclusion of purchase price analysis measurement period  (see Note 2)		-
Fair value adjustments included in other income (expense), net		-
Balance at December 31, 2010	$	-

The liabilities listed above represent the contingent consideration for the acquisitions of Fisk, Anderson, GreenStar, and Lunda for which the measurement period for purchase price analysis has concluded.  The fair values of the contingent consideration were estimated based on an income approach which is based on the cash flows that the acquired entity is expected to generate in the future. This approach requires management to project revenues, operating expenses, working capital investment, capital spending and cash flows for the reporting unit over a multi-year period, as well as determine the weighted-average cost of capital to be used as a discount rate.  As a result of this analysis, the Company reduced liabilities accrued at the conclusion of the measurement period by approximately $6.1 million, and the adjustments were included in other income (expense), net in the Consolidated Statements of Operations.

The carrying amount of cash and cash equivalents approximates fair value due to the short-term nature of these items. The carrying value of receivables, payables, other amounts arising out of normal contract activities, including retainage, which may be settled beyond one year, is estimated to approximate fair value.  Of the Company's long-term debt, the fair value of the fixed rate senior unsecured notes as of December 31, 2011 is $280.5 million, compared to its carrying value of $298.0 million.  The fair value of the senior unsecured notes was estimated based on market quotations at December 31, 2011.  For other fixed rate debt, fair value is determined based on discounted cash flows for the debt at the Company's current incremental borrowing rate for similar types of debt. The estimated fair value of other fixed rate debt at December 31, 2011 and 2010 is $167.7 million and $67.3 million, respectively, compared to the carrying amount of $162.3 million and $68.3 million, respectively. The fair value of variable rate debt, which includes the Term Loan, approximated its carrying value at December 31, 2011 and 2010, of $212.2 million and $29.6 million, respectively.