Fair Value Measurements

6 Months Ended

Jun. 30, 2013

Fair Value Measurements

12.    Fair Value Measurements

ASC 820 “Fair Value Measurements and Disclosures” defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

• Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: Inputs, other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

• Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The following table summarizes the basis used to measure the Company’s financial assets and (liabilities) at fair value on a recurring basis in the balance sheet at June 30, 2013 and December 31, 2012:

	Basis of Fair Value Measurements
	Balance at June 30,  2013			Level 1		Level 2		Level 3
	(In thousands)
Money market investment	$	13,414		$	13,414	$	—	$	—
Available for sale securities		2,970			2,970		—		—
Contingent consideration		(4,890	)		—		—		(4,890	)

	Basis of Fair Value Measurements
	Balance at December 31, 2012			Level 1		Level 2		Level 3
	(In thousands)
Money market investment	$	11,165		$	11,165	$	—	$	—
Available for sale securities		2,862			2,862		—		—
Contingent consideration		(9,043	)		—		—		(9,043	)

There were no transfers of assets or liabilities between Level 1 and Level 2 during the first six months of 2013 or 2012.

In determining the initial fair value of the contingent consideration potentially due on the acquisition of Matcon, the Company used probability weighted estimates adjusted for the time value of money. In April 2013, the Company paid $3.8 million on the contingent consideration arrangement based on Matcon’s 2012 operating results. The remaining $4.9 million represents management’s best estimate of the remaining liability, based on a range of outcomes of Matcon’s 2013 operating results and is expected to be paid during the first six months of 2014. At June 30, 2013, the $4.9 million of contingent consideration is included in Accrued expenses in the Consolidated Balance Sheet.

The carrying value of our cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates their fair values because of the short term nature of these instruments. At June 30, 2013, the fair value of our Revolving Facility, 2.58% Senior Euro Notes, 4.5% Senior Notes and 4.2% Senior Notes, based on quoted market prices and current market rates for debt with similar credit risk and maturity, was approximately $837.2 million compared to the carrying value of $808.5 million. This fair value measurement is classified as Level 2 within the fair value hierarchy since it is determined based upon significant inputs observable in the market, including interest rates on recent financing transactions to entities with a credit rating similar to ours.