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FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS | 12 Months Ended
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Sep. 30, 2022
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS |
NOTE 13 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
We have certain assets and liabilities that are required to be measured and disclosed at fair value. Fair value is defined as the exchange price that would be received to sell 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 at the measurement date. We use the fair value hierarchy established in ASC 820-10 to measure fair value to prioritize the inputs: •Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. •Level 2 — Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. •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. This includes pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Recurring Fair Value Measurements The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis and indicate the level in the fair value hierarchy in which we classify the fair value measurement.
| September 30, 2022
(in thousands) | Fair Value |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Short-term investments: |  |  |  |  |  |  |
Corporate debt securities | $ | 98,264 |  |  | — |  |  | 98,264 |  |  | — |
U.S. government and federal agency securities | 18,837 |  |  | 18,837 |  |  | — |  |  | — |
Total short-term investments | 117,101 |  |  | 18,837 |  |  | 98,264 |  |  | — |
Investments: |  |  |  |  |  |  |
Non-qualified supplemental savings plan | 14,301 |  |  | 14,301 |  |  | — |  |  | — |
Equity investment in ADNOC Drilling | 147,370 |  |  | 147,370 |  |  | — |  |  | — |
Debt security investment in Galileo | 33,000 |  |  | — |  |  | — |  |  | 33,000 |
Other debt securities | 565 |  |  | — |  |  | — |  |  | 565 |
Total investments | 195,236 |  |  | 161,671 |  |  | — |  |  | 33,565 |
Liabilities |  |  |  |  |  |  |
Contingent consideration | $ | 4,022 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,022 |
| September 30, 2021
(in thousands) | Fair Value |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Short-term investments: |  |  |  |  |  |  |
Corporate debt securities | $ | 192,950 |  |  | $ | — |  |  | $ | 192,950 |  |  | $ | — |
U.S. government and federal agency securities | 5,750 |  |  | 5,750 |  |  | — |  |  | — |
Total short-term investments | 198,700 |  |  | 5,750 |  |  | 192,950 |  |  | — |
Investments: |  |  |  |  |  |  |
Non-qualified supplemental savings plan | 18,221 |  |  | 18,221 |  |  | — |  |  | — |
Equity and debt securities | 14,358 |  |  | 13,858 |  |  | — |  |  | 500 |
Cornerstone investment in ADNOC Drilling | 100,000 |  |  | 100,000 |  |  | — |  |  | — |
Total investments | 132,579 |  |  | 132,079 |  |  | — |  |  | 500 |
Liabilities |  |  |  |  |  |  |
Contingent consideration | $ | 2,996 |  |  | $ | — |  |  | $ | — |  |  | $ | 2,996 |
Short-term Investments Short-term investments primarily include securities classified as trading securities. Both realized and unrealized gains and losses on trading securities are included in other income (expense) in the Consolidated Statements of Operations. These securities are recorded at fair value. Level 1 inputs include U.S. agency issued debt securities with active markets and money market funds. For these items, quoted current market prices are readily available. Level 2 inputs include corporate bonds measured using broker quotations that utilize observable market inputs. Long-term Investments Our long-term investments include debt and equity securities and assets held in a Non-Qualified Supplemental Savings Plan ("Savings Plan") and are recorded within Investments on our Consolidated Balance Sheets. Our assets that we hold in the Savings Plan are comprised of mutual funds that are measured using Level 1 inputs. During September 2021, the Company made a $100.0 million cornerstone investment in ADNOC Drilling in advance of its announced IPO, representing 159.7 million shares of ADNOC Drilling, equivalent to a one percent ownership stake and subject to a three-year lockup period. ADNOC Drilling’s IPO was completed on October 3, 2021, and its shares are listed and traded on the Abu Dhabi Securities Exchange. Our investment is classified as a long-term equity investment within Investments in our Consolidated Balance Sheets. We have applied the guidance in Topic 820, Fair Value Measurement, in the initial accounting of the transaction and the subsequent revaluation of the investment balance, concluding that the contractual restriction on the sale of an equity security that is publicly traded is not considered in measuring fair value. During the fiscal year ended September 30, 2022, we recognized a gain of $47.4 million on our Consolidated Statements of Operations, as a result of the change in fair value of the investment during the period. As of September 30, 2022, this investment is classified as a Level 1 investment based on the quoted stock price on the Abu Dhabi Securities Exchange. During the fiscal year ended September 30, 2022, the Company made a $33.0 million cornerstone investment in Galileo Holdco 2 Limited Technologies ("Galileo Holdco 2"), part of the group of companies known as Galileo Technologies (“Galileo”) in the form of a convertible note. Galileo specializes in liquification, natural gas compression and re-gasification modular systems and technologies to make the production, transportation, and consumption of natural gas, biomethane, and hydrogen more economically viable. The convertible note bears interest at 5.0 percent per annum with a maturity date of the earlier of April 2027 or an exit event (as defined in the agreement as either an initial public offering or a sale of Galileo). If the conversion option is exercised, the note would convert into common shares of the parent of Galileo Holdco 2 ("Galileo Parent"). We do not intend to sell this investment prior to its maturity date or an exit event. As of September 30, 2022, the fair value of the convertible note was approximately equal to the cost basis. All of our long-term debt securities, including our investment in Galileo, are classified as available-for-sale and are measured using Level 3 unobservable inputs based on the absence of market activity. The following table reconciles changes in the fair value of our Level 3 assets for the periods presented below:
| Year Ended
(in thousands) | 2022 |  | 2021
Assets at beginning of period | $ | 500 |  |  | $ | 500 |
Purchases | 36,065 |  |  | — |
Transfers out 1 | (3,000) |  |  | — |
Assets at end of period | $ | 33,565 |  |  | $ | 500 |
(1)Conversion from debt to equity security The following table provides quantitative information (in thousands) about our Level 3 unobservable significant inputs related to our debt security investment with Galileo at September 30, 2022:
Fair Value |  | Valuation Technique |  | Unobservable Inputs |  |  |  |
$ | 33,000 |  |  | Black-Scholes-Merton model |  | Discount rate | 22.4 | % |  |  |  |
|  |  |  | Risk-free rate | 4.0 | % |  |  |  |
|  |  |  | Equity volatility | 92.5 | % |  |  |  |
The above significant unobservable inputs are subject to change based on changes in economic and market conditions. The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. Significant increases or decreases in the discount rate, risk-free rate, and equity volatility in isolation would result in a significantly lower or higher fair value measurement. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values. During the fiscal year ended September 30, 2022, we sold our remaining equity securities of approximately 467.5 thousand shares in Schlumberger, Ltd. and received proceeds of approximately $22.0 million. For the fiscal year ended September 30, 2022, we recorded a total gain of $8.2 million related to this investment, which included a $0.5 million gain recognized upon the sale of our investment and a $7.7 million gain as a result of the change in fair value of the investment during the period. This activity is reported in Gain (Loss) on Investment Securities in our Consolidated Statements of Operations. This investment was classified as Level 1 and based on the quoted stock price. Contingent Consideration Other financial instruments measured using Level 3 unobservable inputs primarily consist of potential earnout payments associated with our business acquisitions in fiscal year 2019 and certain consulting services. Contingent consideration is recorded in Accrued Liabilities and Other Noncurrent Liabilities on the Consolidated Balance Sheets based on the expected timing of milestone achievements. The following table reconciles changes in the fair value of our Level 3 liabilities for the periods presented below:
(in thousands) | 2022 |  | 2021
Liabilities at beginning of period | $ | 2,996 |  |  | $ | 9,123 |
Additions | 1,500 |  |  | — |
Total gains or losses: |  |  |
Included in earnings | (224) |  |  | 1,123 |
Settlements 1 | (250) |  |  | (7,250) |
Liabilities at end of period | $ | 4,022 |  |  | $ | 2,996 |
(1)Settlements represent earnout payments that have been paid or earned during the period. Nonrecurring Fair Value Measurements We have certain assets that are subject to measurement at fair value on a nonrecurring basis. For these nonfinancial assets, measurement at fair value in periods subsequent to their initial recognition is applicable if they are determined to be impaired. These assets generally include property, plant and equipment, goodwill, intangible assets, and operating lease right-of-use assets. If measured at fair value in the Consolidated Balance Sheets, these would generally be classified within Level 2 or 3 of the fair value hierarchy. Further details on any changes in valuation of these assets is provided in their respective footnotes. Other Equity Securities We also hold various other equity securities without readily determinable fair values. These equity securities are measured at cost, less any impairments, and recorded within Investments on our Consolidated Balance Sheets. As of September 30, 2022 and 2021, the aggregate balance of these equity securities was $23.7 million and $2.9 million, respectively. During the fiscal year ended September 30, 2022 and 2021, we did not record any impairments on these investments. The following table reconciles changes in the balance of our equity securities, without readily determinable fair values, for the periods presented below:
| Year Ended September 30,
(in thousands) | 2022 |  | 2021
Assets at beginning of period | $ | 2,865 |  |  | $ | — |
Purchases | 15,177 |  |  | 2,865 |
Transfers in 1 | 3,000 |  |  | — |
Unrealized gain included in earnings | 2,703 |  |  | — |
Assets at end of period | $ | 23,745 |  |  | $ | 2,865 |
(1)Conversion from debt to equity security Geothermal Investments As of September 30, 2022 and 2021 the aggregate balance of our debt and equity security investments in geothermal energy was $23.7 million and $2.7 million, respectively. All of our geothermal investments are considered a Level 3 input based on the absence of market activity. These investments include assets measured on both a recurring and nonrecurring basis (discussed in the subsections above). Other Financial Instruments The carrying amount of cash and cash equivalents and restricted cash approximates fair value due to the short-term nature of these items. The majority of cash equivalents are invested in highly liquid money-market mutual funds invested primarily in direct or indirect obligations of the U.S. Government and in federally insured deposit accounts. The carrying value of accounts receivable, other current and noncurrent assets, accounts payable, accrued liabilities and other liabilities approximated fair value at September 30, 2022 and 2021. The following information presents the supplemental fair value information for our current and long-term fixed-rate debt at September 30, 2022 and 2021:
| September 30,
(in millions) | 2022 |  | 2021
Current portion of long-term debt, net 1 |  |  |
Carrying value | $ | — |  |  | $ | 483.5 |
Fair value | — |  |  | 541.6 |
Long-term debt, net |  |  |
Carrying value | 542.6 |  |  | 542.0 |
Fair value | 430.7 |  |  | 554.3 |
(1)On October 27, 2021 we redeemed the outstanding 2025 Notes. See Note 7—Debt to our Consolidated Financial Statements. The fair values of the current and long-term fixed-rate debt is based on broker quotes at September 30, 2022 and 2021. The notes are classified within Level 2 of the fair value hierarchy as they are not actively traded in markets.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258 + Details
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