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FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS | 9 Months Ended
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Jun. 30, 2023
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS |
NOTE 11 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 as of the dates indicated below:
| June 30, 2023
(in thousands) | Fair Value |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Short-term investments: |  |  |  |  |  |  |
Corporate debt securities | $ | 51,721 |  |  | $ | — |  |  | $ | 51,721 |  |  | $ | — |
U.S. government and federal agency securities | 20,888 |  |  | 20,888 |  |  | — |  |  | — |
Total short-term investments | 72,609 |  |  | 20,888 |  |  | 51,721 |  |  | — |
Investments: |  |  |  |  |  |  |
Non-qualified supplemental savings plan | 15,183 |  |  | 15,183 |  |  | — |  |  | — |
Equity investment in ADNOC Drilling | 154,770 |  |  | 154,770 |  |  | — |  |  | — |
Equity investment in Tamboran | 12,623 |  |  | 12,623 |  |  | — |  |  | — |
Debt security investment in Galileo | 35,001 |  |  | — |  |  | — |  |  | 35,001 |
Other debt securities | 2,181 |  |  | — |  |  | — |  |  | 2,181 |
Total investments | 219,758 |  |  | 182,576 |  |  | — |  |  | 37,182 |
Liabilities |  |  |  |  |  |  |
Contingent consideration | $ | 8,580 |  |  | $ | — |  |  | $ | — |  |  | $ | 8,580 |
| 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 |
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 Unaudited Condensed 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 Equity Securities 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 Unaudited Condensed 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 initial public offering, 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 initial public offering 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 on our Unaudited Condensed Consolidated Balance Sheets and measured at fair value with any gains or losses recognized through net income (loss) and recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations. During the nine months ended June 30, 2023, we early adopted ASU No. 2022-03 which states that the contractual restriction on the sale of an equity security that is publicly traded is not considered in measuring fair value. The provisions of ASU No. 2022-03 were consistent with our historical accounting for our investment in ADNOC Drilling. During the three and nine months ended June 30, 2023, we recognized a gain (loss) of $(17.0) million and $7.4 million, respectively, on our Unaudited Condensed Consolidated Statements of Operations, as a result of the change in fair value of the investment compared to a gain (loss) of $(17.0) million and $47.8 million during the three and nine months ended June 30, 2022, respectively. As of June 30, 2023, this investment is classified as a Level 1 investment based on the quoted stock price on the Abu Dhabi Securities Exchange. During the nine months ended June 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 three months ended June 30, 2022, we recorded a gain of $2.7 million related to this investment, which included a $0.5 million gain recognized upon the sale of our investment and a $2.2 million gain related to valuation adjustments. For the nine months ended June 30, 2022, we recorded a 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 related to valuation adjustments. This activity is reported in Gain (loss) on investment securities in our Unaudited Condensed Consolidated Statement of Operations. This investment was classified as Level 1 and based on the quoted stock price. Equity Securities with Fair Value Option In October 2022, we made a $14.1 million equity investment, representing 106.0 million common shares in Tamboran, a publicly traded company on the Australian Securities Exchange Ltd under the ticker "TBN." Tamboran is focused on playing a constructive role in the global energy transition towards a lower carbon future, by developing a significantly low CO 2 gas resource within Australia's Beetaloo Sub-basin. We believe we have a significant influence, but not control or joint control over the investee, due to several factors, including our ownership percentage (approximately 6.2 percent as of June 30, 2023), operational involvement and role on the investee's board of directors. We consider this investment to have a readily determinable fair value and have elected to account for this investment using the fair value option with any changes in fair value recognized through net income (loss). Our investment is classified as a long-term equity investment within Investments on our Unaudited Condensed Consolidated Balance Sheet as of June 30, 2023. Under the guidance, Topic 820, Fair Value Measurement, this investment is classified as a Level 1 investment based on the quoted stock price which is publicly available. During the three and nine months ended June 30, 2023, we recognized a loss of $1.6 million and $1.5 million, respectively, recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations, as a result of the change in fair value of the investment during the period. Debt Securities During April 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. We currently do not intend to sell this investment prior to its maturity date or an exit event. As of June 30, 2023, 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:
| Three Months Ended June 30, |  | Nine Months Ended June 30,
(in thousands) | 2023 |  | 2022 |  | 2023 |  | 2022
Assets at beginning of period | $ | 35,140 |  |  | $ | 3,500 |  |  | $ | 33,565 |  |  | $ | 500 |
Purchases | 41 |  |  | 33,024 |  |  | 2,116 |  |  | 36,024 |
Accrued interest 1 | 2,001 |  |  | — |  |  | 2,001 |  |  | — |
Transfers out 2 | — |  |  | — |  |  | (500) |  |  | — |
Assets at end of period | $ | 37,182 |  |  | $ | 36,524 |  |  | $ | 37,182 |  |  | $ | 36,524 |
(1)During the nine months ended June 30, 2023, our convertible note agreement with Galileo was amended to include any interest which has accrued but not yet compounded or issued as a note. As a result, we have included accrued interest in our total investment balance. (2)We reclassified a portion of our long-term debt securities to short-term notes receivable and is recorded in accounts receivable on the Unaudited Condensed Consolidated Balance Sheets as of June 30, 2023. The following table provides quantitative information (in thousands) about our Level 3 unobservable significant inputs related to our debt security investment with Galileo at June 30, 2023:
Fair Value |  | Valuation Technique |  | Unobservable Inputs |  |  |  |
$ | 35,001 |  |  | 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. 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. Contingent consideration is recorded in Accrued liabilities and Other noncurrent liabilities on the Unaudited Condensed 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:
| Three Months Ended June 30, |  | Nine Months Ended June 30,
(in thousands) | 2023 |  | 2022 |  | 2023 |  | 2022
Liabilities at beginning of period | $ | 5,030 |  |  | $ | 2,996 |  |  | $ | 4,022 |  |  | $ | 2,996 |
Additions | — |  |  | 1,000 |  |  | 500 |  |  | 1,500 |
Total gains or losses: |  |  |  |  |  |  |
Included in earnings | 4,050 |  |  | — |  |  | 5,808 |  |  | (250) |
Settlements 1 | (500) |  |  | — |  |  | (1,750) |  |  | (250) |
Liabilities at end of period | $ | 8,580 |  |  | $ | 3,996 |  |  | $ | 8,580 |  |  | $ | 3,996 |
(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 Unaudited Condensed 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, primarily comprised of geothermal investments. These equity securities are initially measured at cost, less any impairments, and will be marked to fair value when observable price changes in identical or similar investments from the same issuer occur. As of June 30, 2023 and September 30, 2022, the aggregate balance of these equity securities was $26.3 million and $23.7 million, respectively, which includes an investment with a balance of $10.7 million as of both June 30, 2023 and September 30, 2022, that was marked to fair value during the fourth fiscal quarter of 2022. This investment is classified as Level 3 based on the absence of market activity. During the three and nine months ended June 30, 2023 and 2022, we did not record any impairments on these investments. Geothermal Investments As of June 30, 2023 and September 30, 2022 the aggregate balance of our debt and equity security investments in geothermal energy was $27.4 million and $23.7 million, respectively. These investments include assets measured on both a recurring and nonrecurring basis (discussed in the subsections above). In circumstances where we are required to revalue these investments based on observable changes in fair market value, these investments would be classified as Level 3 based on the absence of market activity. 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 June 30, 2023 and September 30, 2022. The following information presents the supplemental fair value information for our long-term fixed-rate debt at June 30, 2023 and September 30, 2022:
(in millions) | June 30, 2023 |  | September 30, 2022
Long-term debt, net |  |  |
Carrying value | $ | 545.0 |  |  | $ | 542.6 |
Fair value | 443.3 |  |  | 430.7 |
The fair values of the long-term fixed-rate debt is based on broker quotes at June 30, 2023 and September 30, 2022. 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 -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 + Details
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