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Fair Value Measurements
6 Months Ended
Nov. 30, 2015
Fair Value Disclosures [Abstract]  
Fair Value Measurements

NOTE 5 — FAIR VALUE MEASUREMENTS

Financial instruments recorded in the balance sheet include cash and cash equivalents, trade accounts receivable, marketable securities, notes and accounts payable, and debt.

An allowance for anticipated uncollectible trade receivable amounts is established using a combination of specifically identified accounts to be reserved, and a reserve covering trends in collectibility. These estimates are based on an analysis of trends in collectibility and past experience, but are primarily made up of individual account balances identified as doubtful based on specific facts and conditions. Receivable losses are charged against the allowance when we confirm uncollectibility.

All derivative instruments are recognized in our Consolidated Balance Sheets and measured at fair value. Changes in the fair values of derivative instruments that do not qualify as hedges and/or any ineffective portion of hedges are recognized as a gain or (loss) in our Consolidated Statements of Income in the current period. Changes in the fair value of derivative instruments used effectively as cash flow hedges are recognized in other comprehensive income (loss), along with the change in the value of the hedged item. We do not hold or issue derivative instruments for speculative purposes.

The valuation techniques utilized for establishing the fair values of assets and liabilities are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect management’s market assumptions. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value, as follows:

Level 1 Inputs — Quoted prices for identical instruments in active markets.

Level 2 Inputs — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs — Instruments with primarily unobservable value drivers.

The following tables present our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

 

(In thousands)

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs (Level 2)

 

 

Significant

Unobservable

Inputs (Level 3)

 

 

Fair Value at

November 30,

2015

 

U.S. Treasury and other government

 

$

-

 

 

$

21,541

 

 

$

-

 

 

$

21,541

 

Foreign bonds

 

 

 

 

 

 

38

 

 

 

 

 

 

 

38

 

Mortgage-backed securities

 

 

 

 

 

 

41

 

 

 

 

 

 

 

41

 

Corporate bonds

 

 

 

 

 

 

1,167

 

 

 

 

 

 

 

1,167

 

Stocks - foreign

 

 

4,449

 

 

 

 

 

 

 

 

 

 

 

4,449

 

Stocks - domestic

 

 

35,068

 

 

 

 

 

 

 

 

 

 

 

35,068

 

Cash and cash equivalents

 

 

1,545

 

 

 

 

 

 

 

 

 

 

 

1,545

 

Mutual funds - foreign

 

 

 

 

 

 

32,155

 

 

 

 

 

 

 

32,155

 

Mutual funds - domestic

 

 

 

 

 

 

53,956

 

 

 

 

 

 

 

53,956

 

Foreign currency forward contract

 

 

 

 

 

 

(8,678

)

 

 

 

 

 

 

(8,678

)

Contingent consideration

 

 

 

 

 

 

 

 

 

 

(11,706

)

 

 

(11,706

)

Total

 

$

41,062

 

 

$

100,220

 

 

$

(11,706

)

 

$

129,576

 

 

(In thousands)

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs (Level 2)

 

 

Significant

Unobservable

Inputs (Level 3)

 

 

Fair Value at

May 31,

2015

 

U.S. Treasury and other government

 

$

-

 

 

$

21,349

 

 

$

-

 

 

$

21,349

 

Foreign bonds

 

 

 

 

 

 

38

 

 

 

 

 

 

 

38

 

Mortgage-backed securities

 

 

 

 

 

 

128

 

 

 

 

 

 

 

128

 

Corporate bonds

 

 

 

 

 

 

1,389

 

 

 

 

 

 

 

1,389

 

Stocks - foreign

 

 

3,976

 

 

 

 

 

 

 

 

 

 

 

3,976

 

Stocks - domestic

 

 

39,458

 

 

 

 

 

 

 

 

 

 

 

39,458

 

Mutual funds - foreign

 

 

 

 

 

 

34,541

 

 

 

 

 

 

 

34,541

 

Mutual funds - domestic

 

 

 

 

 

 

53,891

 

 

 

 

 

 

 

53,891

 

Foreign currency forward contract

 

 

 

 

 

 

(6,369

)

 

 

 

 

 

 

(6,369

)

Contingent consideration

 

 

 

 

 

 

 

 

 

 

(27,598

)

 

 

(27,598

)

Total

 

$

43,434

 

 

$

104,967

 

 

$

(27,598

)

 

$

120,803

 

 

Our marketable securities are primarily composed of available-for-sale securities, and are valued using a market approach. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For most of our financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.

At November 30, 2015, we had a foreign currency forward contract with a fair value of approximately $8.7 million, which is classified in other accrued liabilities in our Consolidated Balance Sheets.  At May 31, 2015, we had a foreign currency forward contract with a fair value of approximately $6.4 million, which is classified in other accrued liabilities in our Consolidated Balance Sheets.  Our foreign currency forward contract, which has not been designated as a hedge, was designed to reduce our exposure to the changes in the cash flows of intercompany foreign-currency-denominated loans related to changes in foreign currency exchange rates by fixing the functional currency cash flows.  The foreign exchange rates included in the forward contract are based upon observable market data, but are not quoted market prices, and therefore, the forward currency forward contract is considered a Level 2 liability on the fair value hierarchy.

The contingent consideration represents the estimated fair value of the additional variable cash consideration payable in connection with recent acquisitions that is contingent upon the achievement of certain performance milestones. We estimated the fair value using expected future cash flows over the period in which the obligation is expected to be settled, and applied a discount rate that appropriately captures a market participant's view of the risk associated with the obligation, which are considered to be Level 3 inputs. During the quarter ended November 30, 2015, we reversed approximately $14.5 million for contingent earnout targets that were not expected to be met, due to a delay in new business that will push the majority of orders previously anticipated for fiscal 2016 into our 2017 fiscal year. Additionally, during the first six months of fiscal 2016, we paid approximately $1.6 million for settlements of contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during the current period. These amounts are reported in payments of acquisition-related contingent consideration in the Consolidated Statements of Cash Flows.

The carrying value of our current financial instruments, which include cash and cash equivalents, marketable securities, trade accounts receivable, accounts payable and short-term debt approximates fair value because of the short-term maturity of these financial instruments. At November 30, 2015 and May 31, 2015, the fair value of our long-term debt was estimated using active market quotes, based on our current incremental borrowing rates for similar types of borrowing arrangements, which are considered to be Level 2 inputs. Based on the analysis performed, the fair value and the carrying value of our financial instruments and long-term debt as of November 30, 2015 and May 31, 2015 are as follows:

 

 

 

At November 30, 2015

 

(In thousands)

 

Carrying Value

 

 

Fair Value

 

Cash and cash equivalents

 

$

190,609

 

 

$

190,609

 

Marketable equity securities

 

 

125,628

 

 

 

125,628

 

Marketable debt securities

 

 

22,787

 

 

 

22,787

 

Long-term debt, including current portion

 

 

1,676,064

 

 

 

1,724,147

 

 

 

 

 

 

 

 

 

 

 

 

At May 31, 2015

 

(In thousands)

 

Carrying Value

 

 

Fair Value

 

Cash and cash equivalents

 

$

174,711

 

 

$

174,711

 

Marketable equity securities

 

 

131,866

 

 

 

131,866

 

Marketable debt securities

 

 

22,904

 

 

 

22,904

 

Long-term debt, including current portion

 

 

1,656,075

 

 

 

1,783,962