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Fair Value Measurements
9 Months Ended
Feb. 28, 2018
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.

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

February 28,

2018

 

U.S. Treasury and other government

 

$

-

 

 

$

22,209

 

 

$

-

 

 

$

22,209

 

Corporate bonds

 

 

 

 

 

 

574

 

 

 

 

 

 

 

574

 

Stocks - domestic

 

 

1,311

 

 

 

 

 

 

 

 

 

 

 

1,311

 

Mutual funds - foreign

 

 

 

 

 

 

48,327

 

 

 

 

 

 

 

48,327

 

Mutual funds - domestic

 

 

 

 

 

 

105,379

 

 

 

 

 

 

 

105,379

 

Contingent consideration

 

 

 

 

 

 

 

 

 

 

(14,653

)

 

 

(14,653

)

Total

 

$

1,311

 

 

$

176,489

 

 

$

(14,653

)

 

$

163,147

 

 

(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,

2017

 

U.S. Treasury and other government

 

$

-

 

 

$

22,119

 

 

$

-

 

 

$

22,119

 

Corporate bonds

 

 

 

 

 

 

797

 

 

 

 

 

 

 

797

 

Stocks - domestic

 

 

2,467

 

 

 

 

 

 

 

 

 

 

 

2,467

 

Mutual funds - foreign

 

 

 

 

 

 

37,435

 

 

 

 

 

 

 

37,435

 

Mutual funds - domestic

 

 

 

 

 

 

101,637

 

 

 

 

 

 

 

101,637

 

Contingent consideration

 

 

 

 

 

 

 

 

 

 

(17,979

)

 

 

(17,979

)

Total

 

$

2,467

 

 

$

161,988

 

 

$

(17,979

)

 

$

146,476

 

 

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.

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 first nine months of fiscal 2018, we paid approximately $3.8 million for settlements of contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during the current period, and we increased our accrual by $0.5 million for fair value adjustments.  During the first nine months of fiscal 2017, we accrued an additional approximate $6.9 million for contingent payments related to acquisitions, including the estimated amount for the mandatory purchase of a step-acquisition, and paid approximately $4.2 million for settlements of contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during last year’s first nine months. These amounts are reported in payments of acquisition-related contingent consideration in cash flows from financing activities 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 February 28, 2018 and May 31, 2017, 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 February 28, 2018 and May 31, 2017 are as follows:

 

 

 

At February 28, 2018

 

(In thousands)

 

Carrying Value

 

 

Fair Value

 

Cash and cash equivalents

 

$

264,386

 

 

$

264,386

 

Marketable equity securities

 

 

155,017

 

 

 

155,017

 

Marketable debt securities

 

 

22,783

 

 

 

22,783

 

Long-term debt, including current portion

 

 

2,183,425

 

 

 

2,243,062

 

 

 

 

 

 

 

 

 

 

 

 

At May 31, 2017

 

(In thousands)

 

Carrying Value

 

 

Fair Value

 

Cash and cash equivalents

 

$

350,497

 

 

$

350,497

 

Marketable equity securities

 

 

141,539

 

 

 

141,539

 

Marketable debt securities

 

 

22,916

 

 

 

22,916

 

Long-term debt, including current portion

 

 

2,090,082

 

 

 

2,243,167