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Fair Value Measurements | 12 Months Ended
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Apr. 30, 2022
Fair Value Measurements |
Fair Value Measurements | 4. Fair Value Measurements ​ Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows: ​
| ● | Level 1—Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.
​
| ● | Level 2—Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data.
​
| ● | Level 3—Inputs to the valuation that are unobservable inputs for the asset or liability.
​ The Company’s financial assets measured at fair value on a recurring basis at April 30, 2022, were as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value Measurement Using | ​
​ |  | ​ | ​ |  | Significant |  | ​ | ​ |  | ​ | ​ | ​
​ | ​ | Quoted prices in | ​ | other | ​ | Significant | ​ | ​ | ​ | ​
​ | ​ | active markets for | ​ | observable | ​ | unobservable | ​ | ​ | ​ | ​
​ | ​ | identical assets | ​ | inputs | ​ | inputs | ​ | ​ | ​ | ​
Description | ​ | (Level 1) | ​ | (Level 2) | ​ | (Level 3) | ​ | Total | ​
Available-for-sale securities | ​ | $ | — | ​ | $ | 24,716 | ​ | $ | — | ​ | $ | 24,716 | ​
Contingently returnable consideration | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 143 | ​ | ​ | 143 | ​
Total | ​ | $ | — | ​ | $ | 24,716 | ​ | $ | 143 | ​ | $ | 24,859 | ​
​ The Company’s financial liabilities measured at fair value on a recurring basis at April 30, 2022, were as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value Measurement Using | ​
​ |  | ​ | ​ |  | Significant |  | ​ | ​ |  | ​ | ​ | ​
​ | ​ | Quoted prices in | ​ | other | ​ | Significant | ​ | ​ | ​ | ​
​ | ​ | active markets for | ​ | observable | ​ | unobservable | ​ | ​ | ​ | ​
​ | ​ | identical assets | ​ | inputs | ​ | inputs | ​ | ​ | ​ | ​
Description | ​ | (Level 1) | ​ | (Level 2) | ​ | (Level 3) | ​ | Total | ​
Contingent consideration | ​ | $ | — | ​ | $ | — | ​ | $ | 1,084 | ​ | $ | 1,084 | ​
Total | ​ | $ | — | ​ | $ | — | ​ | $ | 1,084 | ​ | $ | 1,084 | ​
​ The Company’s financial assets measured at fair value on a recurring basis at April 30, 2021, were as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value Measurement Using
​ |  | ​ | ​ |  | Significant |  | ​ | ​ |  | ​ | ​
​ | ​ | Quoted prices in | ​ | other | ​ | Significant | ​ | ​ | ​
​ | ​ | active markets for | ​ | observable | ​ | unobservable | ​ | ​ | ​
​ | ​ | identical assets | ​ | inputs | ​ | inputs | ​ | ​ | ​
Description | ​ | (Level 1) | ​ | (Level 2) | ​ | (Level 3) | ​ | Total
Available-for-sale securities | ​ | $ | — | ​ | $ | 36,959 | ​ | $ | — | ​ | $ | 36,959
Contingently returnable consideration | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 479 | ​ | ​ | 479
Total | ​ | $ | — | ​ | $ | 36,959 | ​ | $ | 479 | ​ | $ | 37,438
​ The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Fair Value | ​ | Fair Value |
​ | ​ | Measurements Using | ​ | Measurements Using |
​ | ​ | Significant | ​ | Significant |
​ | ​ | Unobservable Inputs | ​ | Unobservable Inputs |
​ | ​ | ​ | Assets | ​ | ​ | Liabilities | ​
Description | ​ | (Level 3) | ​ | (Level 3) |
Balance at May 1, 2021 | ​ | $ | 479 | ​ | $ | — | ​
Business acquisition | ​ | ​ | — | ​ | ​ | 889 | ​
Transfers to Level 3 | ​ |  | — | ​ |  | — | ​
Total losses (realized or unrealized) | ​ | ​ | ​ | ​ | ​ | ​ | ​
Included in selling, general and administrative | ​ | ​ | 336 | ​ | ​ | 195 | ​
Settlements | ​ |  | — | ​ |  | — | ​
Balance at April 30, 2022 | ​ | $ | 143 | ​ | $ | 1,084 | ​
The amount of total (gains) or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held at April 30, 2022 | ​ | $ | — | ​ | $ | — | ​
​ The fair value measurement tables above have been corrected to present the fair value of the contingently returnable consideration associated with the acquisition of ISG of $479,000 as of April 30, 2021 and subsequent changes in fair value, which is recorded in other assets on the consolidated balance sheet. The tables previously included the fair value of the contingent consideration, rather than the returnable contingent consideration. The returnable contingent consideration represents the difference between the $6,000,000 cash consideration paid to the sellers in escrow and the fair value of the contingent consideration of $5,857,000 as of April 30, 2022. ​ Pursuant to the ISG Purchase Agreement, the sellers may receive up to a maximum of $6,000,000 in additional cash consideration (“contingent consideration”), if certain revenue targets are achieved during the 3 years following closing. The contingent consideration was valued using a Black-Scholes option-pricing model. The analysis considered, among other items, contractual terms of the ISG Purchase Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the revenue targets required for payment of the contingent consideration will be achieved. During the fiscal year ended April 30, 2022, the target for the first and second years were achieved, and the related consideration of $2,000,000 for the first year was released from an escrow account that is not controlled by the Company and, therefore, not recorded on the consolidated balance sheet. The related consideration of $2,000,000 for the second year is in an escrow account not controlled by the Company and is expected to be released during the three months ended July 30, 2022. The fair value of the contingently returnable consideration is equal to the difference between the maximum value of the contingent consideration and the fair value of the contingent consideration and is recorded in other assets on the consolidated balance sheet. ​ Pursuant to the Telerob Purchase Agreement, the Telerob Sellers may receive up to a maximum of €6,000,000 (approximately $7,272,000) in additional cash consideration if specific revenue and contract award targets for Telerob are achieved during the 36 month period after closing. The contingent consideration was valued using a Black-Scholes option-pricing model. The analysis considered, among other items, contractual terms of the Telerob Purchase Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the revenue and contract award targets required for payment of the contingent consideration will be achieved. The first year earnout of €2,000,000 was not achieved. The fair value of the contingent consideration is recorded in other current liabilities on the consolidated balance sheet. See Note 21—Business Acquisitions.

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 + Details
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