FAIR VALUE MEASUREMENTS

3 Months Ended

Sep. 30, 2019

(6) FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table provides a summary of the Company's financial assets and liabilities which are measured at fair value on a recurring basis (in thousands):



	Fair Value of Financial Assets and Liabilities		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2019
Cash equivalents	$	47,908	$	47,908	$	—	$	—
FFF call right	52		—		—		52
Deferred compensation plan assets	47,434		47,434		—		—
Total assets	$	95,394	$	95,342	$	—	$	52
Earn-out liability	$	9,390	$	—	$	—	$	9,390
FFF put right	49,339		—		—		49,339
Total liabilities	$	58,729	$	—	$	—	$	58,729

June 30, 2019
Cash equivalents	$	57,607	$	57,607	$	—	$	—
FFF call right	204		—		—		204
Deferred compensation plan assets	50,229		50,229		—		—
Total assets	$	108,040	$	107,836	$	—	$	204
Earn-out liability	$	6,816	$	—	$	—	$	6,816
FFF put right	41,652		—		—		41,652
Total liabilities	$	48,468	$	—	$	—	$	48,468

Deferred compensation plan assets consisted of highly liquid mutual fund investments, which were classified as Level 1. The current portion of deferred compensation plan assets was included in prepaid expenses and other current assets ($2.1 million and $4.8 million at September 30, 2019 and June 30, 2019, respectively) in the accompanying Condensed Consolidated Balance Sheets.

Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

FFF put and call rights

In connection with the Company's equity investment in FFF, the Company entered into a shareholders' agreement on July 26, 2016 (see Note 5 - Investments), which shareholders' agreement was amended and restated November 22, 2017. On July 29, 2019, the shareholders' agreement was again amended and restated to provide that the majority shareholder of FFF holds a put right that requires the Company to purchase the majority shareholder's interest in FFF, on an all or nothing basis, on or after April 15, 2023. Any required purchase by the Company upon exercise of the put right by FFF's majority shareholder must be made at a per share price equal to FFF's earnings before interest, taxes, depreciation and amortization ("EBITDA") over the twelve calendar months prior to the purchase date multiplied by a market adjusted multiple, adjusted for any outstanding debt and cash and cash equivalents ("Equity Value per Share"). In addition, under the amended and restated shareholders' agreement, the Company has a call right that requires the majority shareholder to sell its remaining interest in FFF to the Company, and is exercisable at any time within the later of 180 calendar days after the date of a Key Man Event (generally defined in the amended and restated shareholders' agreement as the resignation, termination for cause, death or disability of the majority shareholder) or after January 30, 2021. In the event that either of these rights are exercised, the purchase price for the additional interest in FFF will be at a per share price equal to the Equity Value per Share.

The fair values of the FFF put and call rights were determined based on the Equity Value per Share calculation using unobservable inputs, which included the estimated FFF put and call rights' expiration dates, the forecast of FFF's EBITDA over the option period, forecasted movements in the overall market and the likelihood of a Key Man Event. Significant changes to the Equity Value per Share resulting from changes in the unobservable inputs could have a significant impact on the fair values of the FFF put and call rights.

The Company recorded the FFF put and call rights within long-term other liabilities and long-term other assets, respectively, within the accompanying Condensed Consolidated Balance Sheets. Net changes in the fair values of the FFF put and call rights were recorded within other expense in the accompanying Condensed Consolidated Statements of Income.

Earn-out liability

An earn-out liability was established in connection with the acquisition of Stanson on November 9, 2018. The terms of the earn-out opportunity were amended on September 10, 2019. The earn-out liability was classified as Level 3 of the fair value hierarchy and its value was determined based on estimated future earnings and the probability of achieving them. Changes in the fair value of the earn-out liability were recorded within selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income.

A reconciliation of the Company's FFF put and call rights and earn-out liability is as follows (in thousands):



	Beginning Balance		Gain (Loss)			Ending Balance
Three Months Ended September 30, 2019
FFF call right	$	204	$	(152	)	$	52
Total Level 3 assets	$	204	$	(152	)	$	52
Earn-out liability	$	6,816	$	(2,574	)	$	9,390
FFF put right	41,652		(7,687		)	49,339
Total Level 3 liabilities	$	48,468	$	(10,261	)	$	58,729

Three Months Ended September 30, 2018
FFF call right	$	610	$	(122	)	$	488
Total Level 3 assets	$	610	$	(122	)	$	488
FFF put right	$	42,041	$	(3,159	)	$	45,200
Total Level 3 liabilities	$	42,041	$	(3,159	)	$	45,200

Non-Recurring Fair Value Measurements

During the three months ended September 30, 2019, no non-recurring fair value measurements were required relating to the measurement of goodwill and intangible assets for impairment.

Financial Instruments For Which Fair Value Only is Disclosed

The fair values of non-interest bearing notes payable, classified as Level 2, were less than their carrying value by approximately $0.6 million and $0.5 million at September 30, 2019 and June 30, 2019, respectively, based on assumed market interest rates of 3.2% and 3.4%, respectively.

Other Financial Instruments

The fair values of cash, accounts receivable, accounts payable, accrued liabilities and the Company's Credit Facility (as defined below) approximated carrying value due to the short-term nature of these financial instruments.

- 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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