Fair Value Measurements

12 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. Fair Value Measurements

A three-tier fair value hierarchy is utilized to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are defined as follows:

• Level 1 Inputs - unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 Inputs - quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and

• Level 3 Inputs - unobservable inputs reflecting the Company’s own assumptions in measuring the asset or liability at fair value.

The following table presents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis (in thousands):

June 30, 2019	Level 1		Level 2		Level 3		Total
Assets
Investments:
Marketable securities	$	—	$	—	$	—	$	—
Total assets measured at fair value	$	—	$	—	$	—	$	—
Liabilities
Acquisition-related contingent consideration obligations	$	—	$	—	$	6,298	$	6,298
Total liabilities measured at fair value	$	—	$	—	$	6,298	$	6,298

June 30, 2018	Level 1		Level 2		Level 3		Total
Assets
Investments:
Marketable securities	$	1,459	$	—	$	—	$	1,459
Total assets measured at fair value	$	1,459	$	—	$	—	$	1,459
Liabilities
Acquisition-related contingent consideration obligations	$	—	$	—	$	12,749	$	12,749
Total liabilities measured at fair value	$	—	$	—	$	12,749	$	12,749

Level 1 investments:    

The Company holds an investment in marketable equity securities at Level 1 as the investment has readily determinable fair value (see below, Level 3 investments). An unrealized holding gain on the investment of $0.5 million as of June 30, 2018 was reclassified from accumulated other comprehensive loss to accumulated deficit on July 1, 2018 upon an adoption of ASU 2016-01 (see Note 2).

During fiscal 2015, the Company purchased a $3.0 million equity interest in a company that operated in the enterprise software platform industry.  In September 2017, the investee was acquired by a third party.  The Company received $6.8 million in consideration for its equity interest in the investee, including $5.4 million in cash and 65,937 shares of the third party’s publicly-traded common stock (the “Acquirer’s common stock”) with a market value of $1.4 million. During fiscal 2018, the Company received $5.8 million of the consideration, consisting of $4.9 million in cash and 41,685 shares with a market value of $0.9 million. A gain of $3.8 million related to the 2018 sale was recorded in Other expense for the year ended June 30, 2018. During the fourth quarter of fiscal 2019, the shares were released from escrow and the Company sold the remaining shares of the Acquirer’s common stock and recorded a loss of $0.1 million.

Level 2 investments:    

The Company includes U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, and state, municipal and provincial obligations for which quoted prices are available as Level 2. There were no transfers of assets or liabilities between Level 1 and Level 2 for the periods presented.

The fair value of the borrowings under the Credit Agreement is estimated based on valuations provided by alternative pricing sources supported by observable inputs which is considered Level 2.  Due to the short duration until maturity of the Credit Agreement, the fair value approximates the face amount of the Company’s indebtedness of $180.5 million and $200.0 million as of June 30, 2019 and 2018, respectively.  Such differences are immaterial for all periods presented.

Level 3 investments: 

Certain of the Company’s assets, including intangible assets and goodwill are measured at fair value on a non-recurring basis if impairment is indicated.  

During the year ended June 30, 2018, the Company recorded a liability for contingent consideration related to its acquisition of the CF Business. The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs. The fair value of contingent consideration obligations is based on a discounted cash flow model.  These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period.  Accordingly, changes in assumptions could have a material impact on the amount of contingent consideration expense the Company records in any given period.  Changes in the value of the contingent consideration obligations would be recorded in general and administrative expenses in the accompanying consolidated statements of operations.

The change in the acquisition-related contingent consideration obligations is as follows (in thousands):

	Year Ended
	June 30, 2019
Beginning balance	$	12,749
Payments		(6,506	)
Accretion on discount		244
Adjustments		(189	)
Ending balance	$	6,298

There were no transfers of assets or liabilities between Level 2 and Level 3 during the year ended June 30, 2019 or 2018. There were no impairments recorded for the year ended June 30, 2019 or 2018.