SCLN » Topics » Fair Value of Financial Instruments

These excerpts taken from the SCLN 10-K filed Mar 13, 2009.

Fair Value of Financial Instruments

We adopted the provisions of the Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurements” (SFAS No. 157), effective January 1, 2008. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157”, which provides a one year deferral

 

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of the effective date of SFAS 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Therefore, we deferred adoption of SFAS 157 as it relates to its non financial assets and liabilities. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements.

Fair value is defined under SFAS No. 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under SFAS 157 must maximize the use of observable inputs and minimize the use of unobservable inputs.

The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. Our assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The three levels of input are:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The adoption of this statement did not have a material impact on our consolidated results of operations and financial condition.

Effective January 1, 2008, we also adopted SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for specified financial assets and liabilities on a contract-by-contract basis. We elected to adopt the fair value accounting under SFAS 159 at the initial recognition of a put option from UBS AG with respect to our auction rate securities (ARS) recorded in other assets in our consolidated balance sheet.

Following is a description of our valuation methodologies for assets and liabilities measured at fair value.

Where quoted prices are available in an active market, fair value is based upon quoted market prices, and are classified in level 1 of the valuation hierarchy. Level 1 securities include our money market funds, U.S. term deposits, corporate equity securities and restricted long-term Italian state bonds. If quoted market price are not available, fair value is based upon observable inputs such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities and are classified in level 2 of the valuation hierarchy. Level 2 securities include our certificate of deposit. When quoted prices and observable inputs are unavailable, fair values are based on internally developed cash flow models and are classified in level 3 of the valuation hierarchy. The internally developed cash flow models primarily use, as inputs, estimates for interest rates and discount rates including yields of comparable traded instruments adjusted for illiquidity and other risk factors, amount of cash flows and expected holding periods of the assets. These inputs reflect our own assumptions about the assumptions market participants would use in pricing the assets including assumptions about risk developed based on the best information available in the circumstances. Level 3 securities include our ARS and the Put Option with respect to these securities.

 

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Other financial instruments, including accounts receivable, accounts payable and accrued liabilities, are carried at cost, which we believe approximates fair value because of the short-term maturity of these instruments.

Fair Value of Financial Instruments

The Company adopted the provisions of the Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurements” (SFAS No. 157), effective January 1, 2008. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157”, which provides a one year deferral of the effective date of SFAS 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Therefore, the Company deferred adoption of SFAS 157 as it relates to its non financial assets and liabilities. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements.

Fair value is defined under SFAS No. 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under SFAS 157 must maximize the use of observable inputs and minimize the use of unobservable inputs.

The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The three levels of input are:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The adoption of this statement did not have a material impact on the Company’s consolidated results of operations and financial condition.

Effective January 1, 2008, the Company also adopted SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for specified financial assets and liabilities on a contract-by-contract basis. The Company elected to adopt the fair value accounting under SFAS 159 at the initial recognition of its Put Option recorded in other assets in the Company’s consolidated balance sheet. For more information, refer to notes 2 and 3 of this Form 10-K.

Following is a description of the Company’s valuation methodologies for assets and liabilities measured at fair value.

Where quoted prices are available in an active market, fair value is based upon quoted market prices, and are classified in level 1 of the valuation hierarchy. Level 1 securities include money market funds, U.S. term deposits, corporate equity securities and restricted long-term Italian state bonds. If quoted market price are not available, fair value is based upon observable inputs such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities and are classified in level 2 of the valuation hierarchy. Level 2 securities include the Company’s certificate of deposit. When quoted prices and observable inputs are unavailable, fair values are based on internally developed cash flow models and are classified in

 

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level 3 of the valuation hierarchy. The internally developed cash flow models primarily use, as inputs, estimates for interest rates and discount rates including yields of comparable traded instruments adjusted for illiquidity and other risk factors, amount of cash flows and expected holding periods of the assets. These inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the assets including assumptions about risk developed based on the best information available in the circumstances. Level 3 securities include ARS and the Company’s Put Option.

Other financial instruments, including accounts receivable, accounts payable and accrued liabilities, are carried at cost, which the Company believes approximates fair value because of the short-term maturity of these instruments.

Fair Value of Financial Instruments

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The Company adopted the provisions of the Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurements” (SFAS
No. 157), effective January 1, 2008. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157”, which provides a one year deferral of the effective date of SFAS 157 for
non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Therefore, the Company deferred adoption of SFAS 157 as it relates to its non financial
assets and liabilities. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Fair value is defined under SFAS No. 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under SFAS 157 must maximize the use of observable
inputs and minimize the use of unobservable inputs.

The standard describes a fair value hierarchy based on three levels of inputs, of
which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect
the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The three levels of input are:

SIZE="2">Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are
observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially
the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities.

The adoption of this statement did not have a material impact on the
Company’s consolidated results of operations and financial condition.

Effective January 1, 2008, the Company also adopted SFAS
No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for specified financial assets
and liabilities on a contract-by-contract basis. The Company elected to adopt the fair value accounting under SFAS 159 at the initial recognition of its Put Option recorded in other assets in the Company’s consolidated balance sheet. For more
information, refer to notes 2 and 3 of this Form 10-K.

Following is a description of the Company’s valuation methodologies for assets
and liabilities measured at fair value.

Where quoted prices are available in an active market, fair value is based upon quoted market
prices, and are classified in level 1 of the valuation hierarchy. Level 1 securities include money market funds, U.S. term deposits, corporate equity securities and restricted long-term Italian state bonds. If quoted market price are not available,
fair value is based upon observable inputs such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially
the full term of the assets or liabilities and are classified in level 2 of the valuation hierarchy. Level 2 securities include the Company’s certificate of deposit. When quoted prices and observable inputs are unavailable, fair values are
based on internally developed cash flow models and are classified in

 


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level 3 of the valuation hierarchy. The internally developed cash flow models primarily use, as inputs, estimates for interest rates and discount rates
including yields of comparable traded instruments adjusted for illiquidity and other risk factors, amount of cash flows and expected holding periods of the assets. These inputs reflect the Company’s own assumptions about the assumptions market
participants would use in pricing the assets including assumptions about risk developed based on the best information available in the circumstances. Level 3 securities include ARS and the Company’s Put Option.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Other financial instruments, including accounts receivable, accounts payable and accrued liabilities, are carried at cost, which the Company believes
approximates fair value because of the short-term maturity of these instruments.

These excerpts taken from the SCLN 10-K filed Mar 13, 2008.

Fair Value of Financial Instruments

The fair value of the Company’s cash equivalents and available-for-sale marketable securities are based on quoted market prices and the carrying amounts are equal to their respective fair values at December 31, 2007 and 2006. The amortized cost of the held-to-maturity securities approximated their fair value at December 31, 2006.

Other financial instruments, including accounts receivable, accounts payable and accrued liabilities, are carried at cost, which the Company believes approximates fair value because of the short-term maturity of these instruments.

Fair Value of Financial Instruments

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The fair value of the Company’s cash equivalents and available-for-sale marketable securities are based on quoted market prices and the carrying
amounts are equal to their respective fair values at December 31, 2007 and 2006. The amortized cost of the held-to-maturity securities approximated their fair value at December 31, 2006.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Other financial instruments, including accounts receivable, accounts payable and accrued liabilities, are carried at cost, which the Company believes
approximates fair value because of the short-term maturity of these instruments.

This excerpt taken from the SCLN 10-K filed Mar 16, 2007.

Fair Value of Financial Instruments

The fair value of our cash equivalents and available-for-sale marketable securities are based on quoted market prices and the carrying amounts are equal to their respective fair values at December 31, 2006 and 2005. The amortized cost of the held-to-maturity securities approximates their fair value at December 31, 2006 and 2005.

Other financial instruments, including accounts receivable, accounts payable and accrued liabilities, are carried at cost, which the Company believes approximates fair value because of the short-term maturity of these instruments.

This excerpt taken from the SCLN 10-K filed Mar 16, 2006.

Fair Value of Financial Instruments

The fair value of our cash equivalents and available-for-sale marketable securities are based on quoted market prices and the carrying amounts are equal to their respective fair values at December 31, 2005 and 2004. The amortized cost of the held-to-maturity securities approximates the fair value at December 31, 2005 and 2004.

Other financial instruments, including accounts receivable, accounts payable and accrued liabilities, are carried at cost, which the Company believes approximates fair value because of the short-term maturity of these instruments. The Company believes the reported value of its convertible debt of $1,600,000 and $5,600,000 at December 31, 2005 and 2004, respectively, approximates the fair value.

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