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Fair Value of Financial Instruments
12 Months Ended
May 03, 2020
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

17.

Fair Value of Financial Instruments

ASC Topic 820 establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and the company’s assumptions (unobservable inputs). Determining where an asset or liability falls within that hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. An adjustment to the pricing method used within either level 1 or level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The hierarchy consists of three broad levels as follows:

Level 1 – Quoted market prices in active markets for identical assets or liabilities,

Level 2 – Inputs other than level 1 inputs that are either directly or indirectly observable, and

Level 3 – Unobservable inputs developed using the company’s estimates and assumptions, which reflect those that market participants would use.

The determination of where an asset or liability falls in the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter based on various factors and it is possible that an asset or liability may be classified differently from quarter to quarter. However, we expect that changes in classifications between different levels will be rare.

Recurring Basis – Continuing Operations

The following tables present information about assets and liabilities measured at fair value on a recurring basis:

 

 

 

Fair value measurements at May 3, 2020 using:

 

 

 

Quoted

prices in

active markets

for identical

assets

 

 

Significant

other

observable

inputs

 

Significant

unobservable

inputs

 

 

 

 

(amounts in thousands)

 

Level 1

 

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Premier Money Market Fund

 

$

7,496

 

 

N/A

 

N/A

 

$

7,496

 

Short Term Bond Funds

 

 

923

 

 

N/A

 

N/A

 

 

923

 

Growth Allocation Fund

 

 

219

 

 

N/A

 

N/A

 

 

219

 

Moderate Allocation Fund

 

 

63

 

 

N/A

 

N/A

 

 

63

 

Other

 

 

56

 

 

N/A

 

N/A

 

 

56

 

 

 

 

Fair value measurements at April 28, 2019 using:

 

 

 

Quoted

prices in

active markets

for identical

assets

 

 

Significant

other

observable

inputs

 

Significant

unobservable

inputs

 

 

 

 

(amounts in thousands)

 

Level 1

 

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Premier Money Market Fund

 

$

6,639

 

 

N/A

 

N/A

 

$

6,639

 

Growth Allocation Fund

 

 

203

 

 

N/A

 

N/A

 

 

203

 

Moderate Allocation Fund

 

 

127

 

 

N/A

 

N/A

 

 

127

 

Other

 

 

112

 

 

N/A

 

N/A

 

 

112

 

 

Recurring Basis – Discontinued Operations

 

There were no assets and liabilities measured at fair value on a recurring basis related to our discontinued operation as of May 3, 2020 and April 28, 2019, respectively.

 

Nonrecurring Basis – Continuing Operations

The following table presents information about assets and liabilities measured at fair value on a nonrecurring basis related to continuing operations as of May 3, 2020:

 

 

 

Fair value measurements at May 3, 2020 using:

 

 

 

Quoted

prices in

active markets

for identical

assets

 

Significant

other

observable

inputs

 

Significant

unobservable

inputs

 

 

 

 

 

(amounts in thousands)

 

Level 1

 

Level 2

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

N/A

 

N/A

 

$

 

 

$

 

Tradename

 

N/A

 

N/A

 

 

540

 

 

 

540

 

 

Goodwill was recorded at fair market value using a discounted cash flow method that used significant unobservable inputs and was classified as level 3. See Note 9 of the consolidated financial statements for further details regarding our assessment of impairment, conclusions reached, and the performance of our quantitative impairment tests.

 

Tradename was recorded at fair market value using the relief from royalty method that used significant unobservable inputs and was classified as level 3. See Note 8 of the consolidated financial statements for further details regarding our assessment of impairment, conclusions reached, and the performance of our quantitative impairment test.

 

Nonrecurring Basis – Discontinued Operation

 

The following table presents information about assets and liabilities measured at fair value on a nonrecurring basis related to discontinued operations as of May 3, 2020:

 

 

 

Fair value measurements at May 3, 2020 using:

 

 

Quoted

prices in

active markets

for identical

assets

 

Significant

other

observable

inputs

 

Significant

unobservable

inputs

 

 

(amounts in thousands)

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets:

 

 

 

 

 

 

 

 

Goodwill - discontinued operation

 

N/A

 

N/A

 

N/A

 

N/A

Tradename - discontinued operation

 

N/A

 

N/A

 

N/A

 

N/A

Liabilities:

 

 

 

 

 

 

 

 

Contingent Consideration affiliated with discontinued operation

 

N/A

 

N/A

 

N/A

 

N/A

 

Goodwill

 

Goodwill was assessed for impairment at the end of our third quarter and during our fourth quarter of fiscal 2020. At the end of the third quarter of fiscal 2020, goodwill was recorded at fair market value using a discounted cash flow method that used significant unobservable inputs and was classified as level 3.

 

During the fourth quarter of fiscal 2020, goodwill was recorded at fair market value based on the expected selling price of our entire ownership in eLuxury in comparison to its carrying amount, including goodwill. As disclosed in Note 3 of the consolidated financial statements, effective March 31, 2020, we sold our entire ownership interest in eLuxury to its noncontrolling interest holder resulting in the elimination of the home accessories segment at such time. Based on the terms of the sale agreement, we did not receive any consideration for eLuxury’s net assets associated with the sale of our entire ownership interest in eLuxury. We believe the selling price represents a significant observable input and was classified as level 2.

 

See Note 9 of the notes to the consolidated financial statements for further details regarding our assessment of impairment, conclusions reached, and the performance of our quantitative impairment tests.

 

Tradename

 

Tradename was assessed for impairment at the end of our third quarter and during our fourth quarter of fiscal 2020. At the end of the third quarter of fiscal 2020, tradename was recorded at fair market value using the relief from royalty method that used significant unobservable inputs and was classified as level 3.

During the fourth quarter of fiscal 2020, tradename was recorded at fair market value based on the expected selling price of our entire ownership in eLuxury in comparison to its carrying amount. As disclosed in Note 3 located of the consolidated financial statements, effective March 31, 2020, we sold our entire ownership interest in eLuxury to its noncontrolling interest holder resulting in the elimination of the home accessories segment at such time. Based on the terms of the sale agreement, we did not receive any consideration for eLuxury’s net assets associated with the sale of our entire ownership interest in eLuxury. We believe the selling price represents a significant observable input and was classified as level 2.

 

See Note 8 of the consolidated financial statements for further details regarding our assessment of impairment, conclusions reached, and the performance of our quantitative impairment test.

 

Contingent Consideration

 

We were required to assess the fair value of the earn-out obligation associated with the purchase of eLuxury each quarterly reporting period. Based on management’s assessment as of the end of our third quarter of fiscal 2020 (February 2, 2020), we determined it was necessary to adjust the forecasted EBITDA as it relates to this earn-out obligation. This determination was based on the future outlook of our former home accessories segment and its slower than expected business improvement, as well as updated assumptions on economic conditions in the e-commerce space, combined with the upcoming timeframe for determining the amount associated with this contingent consideration arrangement. As a result of these factors, we recorded a reversal of $6.1 million for the full amount of the earn-out obligation at the end of our third quarter of fiscal 2020.

 

See Note 3 of the consolidated financial statements for further details regarding the terms of this contingent consideration arrangement.

 

As of April 28, 2019, we did not have any assets or liabilities that were required to be measured at fair value on a nonrecurring basis except for the assets acquired and certain liabilities assumed in the connection with the eLuxury business combination on June 22, 2018, that were acquired at fair value. See Note 3 of the consolidated financial statements for further details regarding the acquisition of eLuxury and subsequent disposal effective March 31, 2020.

 

 

 

Fair value measurements at April 28, 2019 using:

 

 

 

Quoted

prices in

active markets

for identical

assets

 

Significant

other

observable

inputs

 

Significant

unobservable

inputs

 

 

 

 

 

(amounts in thousands)

 

Level 1

 

Level 2

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill - discontinued operation

 

N/A

 

N/A

 

$

13,653

 

 

$

13,653

 

Tradename - discontinued operation

 

N/A

 

N/A

 

 

6,549

 

 

 

6,549

 

Equipment - discontinued operation

 

N/A

 

N/A

 

 

2,179

 

 

 

2,179

 

Inventory - discontinued operation

 

N/A

 

N/A

 

 

1,804

 

 

 

1,804

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration affiliated with a discontinued operation

 

N/A

 

N/A

 

 

5,856

 

 

 

5,856

 

 

The tradename was recorded at fair market value using the royalty from relief method that used significant unobservable inputs and was classified as level 3. The contingent consideration – earn-out obligation was recorded at fair market value using Black Sholes pricing model which used significant observable inputs and was classified as level 3.

 

Additionally, we acquired certain current assets such as accounts receivable and prepaid expenses and assumed certain liabilities such as accounts payable and accrued expenses.  Based on the nature of these items and their short maturity, the carrying amount of these items approximated their fair values. See Note 3 of the consolidated financial statements for the final allocation of the acquisition cost to the assets acquired and liabilities assumed based on their fair values.