Note 10 - Fair Value Measurements

6 Months Ended

Jun. 30, 2017

(

) FAIR VALUE MEASUREMENTS

Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Accounting guidance requires disclosures about how fair value is determined for assets and liabilities and establishes a hierarchy by which these assets and liabilities must be grouped based on the types of inputs in measuring fair value as follows:

Level

Quoted prices in active markets for identical assets or liabilities;

Level

Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or

Level

Unobservable inputs in which there is little or

market data, which requires the reporting entity to develop its own assumptions.

There were

transfers between levels, and the Company consistently applied the valuation techniques discussed below in all periods presented.

Level

Assets

– Available-for-Sale Securities

The Partnership’s bond funds are valued at the closing price reported on the active market on which the mutual funds or individual securities are traded.

The following table provides information on the assets measured at fair value on a recurring basis as of

June 30, 2017 (

in thousands):

	Fair Value		Cost / Other Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Accumulated Unrealized Gains and losses
Bond funds	$	3,000	$	3,000	$	3,000	$	-	$	-	$	-
	$	3,000	$	3,000	$	3,000	$	-	$	-	$	-

Management determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations each reporting period. Debt securities that the Partnership does

not

have the positive intent or ability to hold to maturity are classified as available-for sale, along with any investments in equity securities. Securities classified as available-for-sale are marked-to-market at each reporting period. Changes in value on such securities are recorded as a component of Accumulated other comprehensive income (loss). The cost of securities sold is based on the specific identification method.

Level

Liabilities – Debt

The inputs used in determining the fair value of the bridge and term loans and Revolving Credit Facility are classified as Level

within the fair value measurement hierarchy.

The carrying value of the Revolving Credit Facility approximates its fair value due to the variability of the interest rate and frequency that the interest rate resets on the line of credit.

The estimated fair value of the Partnership’s bridge loan and term loans was determined using a discounted cash flow model with similar terms and remaining maturities to that of the current financial instruments. The Partnership has

not

considered lender fees in determining the estimated fair value.

The estimated fair values of the Partnership’s debt instruments are as follows (in thousands):

	June 30,				December 31,
	2017				2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value

Long-term debt	$	8,019	$	8,010	$	15,332	$	15,123
Revolving credit facility		2,550		2,550		8,150		8,150
	$	10,569	$	10,560	$	23,482	$	23,273

- 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.

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