Quarterly report pursuant to Section 13 or 15(d)

Derivative Instruments

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Derivative Instruments
9 Months Ended
Sep. 30, 2011
Derivative Instruments [Abstract]  
DERIVATIVE INSTRUMENTS
8.  
DERIVATIVE INSTRUMENTS
The Company is subject to interest rate risk to the extent we borrow against credit facilities with variable interest rates as described above. The Company has potential interest rate exposure with respect to the $33.0 million original outstanding balance on our variable rate term loan. During January 2011, the Company reduced its exposure to changes in interest rates by entering into an interest rate swap agreement (“Swap”) with Wells Fargo Bank, N.A., which became effective on April 1, 2011. The Swap contract exchanges a floating rate for fixed interest payments periodically over the life of the Swap without exchange of the underlying $20.0 million notional amount. The interest payments under the Swap are settled on a net basis. The notional amount of the Swap is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. Our credit risk related to the Swap is considered low because the agreement is with a creditworthy financial institution. The Company does not hold or issue derivative financial instruments for trading purposes.
The Swap became effective April 1, 2011 and continues through April 1, 2016. The Company paid interest at a fixed rate of 1.9% on the notional amount of $20.0 million, which is reduced by $1.0 million quarterly in July, October, January and April of each year. The terms of the initial interest rate swap agreement also required Wells Fargo Bank to pay based upon the variable LIBOR rate. The net interest payments, based on the notional amount, match the timing of the related liabilities. The initial Swap was designated as a hedge for accounting purposes under ASC Topic 815, “Derivatives and Hedging.” The Company recognized the derivative as a liability on the balance sheet and is included in long-term debt, and marked the derivative to fair value through the income statement income as a fair value adjustment of the derivative.
During September 2011, the Company amended and restated the initial swap agreement with Wells Fargo Bank, effective September 1, 2011. All prior terms and conditions related to the swap agreement remained the same, with the exception of the floating rate payable by Wells Fargo Bank on the swap, which has been modified to include a floor rate of 1.5%, where if the relevant rate (variable LIBOR rate defined above) is equal to or less than 1.5%, the floating rate shall be 1.5%. The newly established floor rate on the swap coincides with the minimum variable rate stated for the related hedged debt. In addition, the fixed rate payable to Wells Fargo Bank for the re-designated swap was increased from 1.9% to 3.06% and is expected over the life of the swap to modestly reduce the overall cost of the instrument. The re-designated Swap was designated as a hedge for accounting purposes under ASC Topic 815, “Derivatives and Hedging.” The Company will continue to recognize the derivative as a liability on the balance sheet, included in long-term debt, and marked the derivative to fair value through the income statement income as a fair value adjustment of the derivative.
During the quarter ended September 30, 2011, the Company paid interest on the hedged portion of the debt ($19 million) at an average net rate of 8.64%, and paid interest on the non-hedged portion of the debt ($13 million) at a rate of 7.0%. The weighted average interest rate paid on the debt is 7.95%, including swap interest and loan interest.
The following table presents the historical fair value of the interest rate swaps recorded in the accompanying condensed consolidated balance sheets as of September 30, 2011. The Company had no interest swap agreements during the fiscal year ended December 31, 2010.
                                         
                    Fair Value of Liability        
    Original             September 30,     December 31,        
Effective Date   Notional Amount     Net Settlement Rate     2011     2010     Maturity Date  
April 1, 2011
  $ 20,000,000       1.56 %   $ 588,069     $     April 1, 2016
Fair Value
Fair value approximates the amount we would pay if these contracts were settled at the respective valuation dates. Fair value is recognized based on estimates provided by Wells Fargo Bank, which are based upon current, and predictions of future, interest rate levels along a yield curve, the remaining duration of the instruments and other market conditions, and therefore, is subject to significant estimation and a high degree of variability and fluctuation between periods. The fair value is adjusted, to reflect the impact of credit ratings of the counterparties or the Company, as applicable. These adjustments resulted in a reduction in the fair values as compared to their settlement values.
The net effect of our floating-to-fixed interest rate swap resulted in an increase in interest expense of $79,714 for the three months ended September 30, 2011 and $163,131 for the nine months ended September 30, 2011 as compared to the contractual rate of the underlying hedged debt for the period. During the three and nine months ended September 30, 2011, due to the derivative not being designated as a hedging instrument, we recognized a loss on the change in the fair value of the swap of $588,069.