Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2015 | Dec. 17, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CalAmp Corp. | |
Entity Central Index Key | 730,255 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | CAMP | |
Current Fiscal Year End Date | --02-28 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Nov. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 | |
Entity Common Stock, Shares Outstanding | 36,591,279 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Nov. 30, 2015 | Feb. 28, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 106,678 | $ 34,184 |
Short-term marketable securities | 116,657 | 10,177 |
Accounts receivable, less allowance for doubtful accounts of $626 and $673 at November 30, 2015 and February 28, 2015, respectively | 44,950 | 47,917 |
Inventories | 18,103 | 18,666 |
Prepaid expenses and other current assets | 3,818 | 5,110 |
Total current assets | 290,206 | 116,054 |
Property, equipment and improvements, net of accumulated depreciation and amortization | 11,285 | 10,525 |
Deferred income tax assets | 27,740 | 34,822 |
Goodwill | 16,508 | 15,483 |
Other intangible assets, net | 18,660 | 22,596 |
Other assets | 5,987 | 3,137 |
Total assets | 370,386 | 202,617 |
Current liabilities: | ||
Accounts payable | 24,919 | 24,012 |
Accrued payroll and employee benefits | 6,036 | 5,522 |
Deferred revenue | 8,396 | 10,748 |
Other current liabilities | 5,241 | 6,723 |
Total current liabilities | 44,592 | $ 47,005 |
1.625% Convertible senior unsecured notes | 138,101 | |
Other non-current liabilities | $ 5,866 | $ 4,227 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $.01 par value; 3,000 shares authorized; no shares issued or outstanding | ||
Common stock, $.01 par value; 80,000 shares authorized; 36,575 and 36,225 shares issued and outstanding at November 30, 2015 and February 28, 2015, respectively | $ 366 | $ 362 |
Additional paid-in capital | 226,931 | 207,881 |
Accumulated deficit | (45,359) | (56,793) |
Accumulated other comprehensive loss | (111) | (65) |
Total stockholders' equity | 181,827 | 151,385 |
Total Liabilities and Stockholders' Equity | $ 370,386 | $ 202,617 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Nov. 30, 2015 | Feb. 28, 2015 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Allowance for doubtful accounts (in dollars) | $ 626 | $ 673 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000 | 3,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000 | 80,000 |
Common stock, shares issued | 36,575 | 36,225 |
Common stock, shares outstanding | 36,575 | 36,225 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Revenues: | ||||
Products | $ 63,980 | $ 52,837 | $ 177,275 | $ 151,295 |
Application subscriptions and other services | 10,695 | 10,388 | 32,637 | 30,121 |
Total revenues | 74,675 | 63,225 | 209,912 | 181,416 |
Cost of revenues: | ||||
Products | 43,132 | 36,165 | 119,692 | 104,754 |
Application subscriptions and other services | 4,969 | 4,956 | 14,817 | 13,843 |
Total cost of revenues | 48,101 | 41,121 | 134,509 | 118,597 |
Gross profit | 26,574 | 22,104 | 75,403 | 62,819 |
Operating expenses: | ||||
Research and development | 5,121 | 4,852 | 14,681 | 14,986 |
Selling | 5,975 | 5,162 | 17,320 | 15,260 |
General and administrative | 5,202 | 4,000 | 14,885 | 11,529 |
Intangible assets amortization | 1,663 | 1,635 | 4,962 | 4,952 |
Total operating expenses | 17,961 | 15,649 | 51,848 | 46,727 |
Operating income | 8,613 | 6,455 | 23,555 | 16,092 |
Non-operating income (expense): | ||||
Investment income | 438 | 37 | 423 | 128 |
Interest expense | (2,252) | (49) | (5,180) | (236) |
Other income (expense) | 6 | (22) | (23) | (17) |
Total non-operating expense, net | (1,808) | (34) | (4,780) | (125) |
Income before income taxes and equity in net loss of affiliate | 6,805 | 6,421 | 18,775 | 15,967 |
Income tax provision | (2,603) | (2,400) | (7,015) | (5,975) |
Income before equity in net loss of affiliate | 4,202 | $ 4,021 | 11,760 | $ 9,992 |
Equity in net loss of affiliate | (326) | (326) | ||
Net income | $ 3,876 | $ 4,021 | $ 11,434 | $ 9,992 |
Earnings per share: | ||||
Basic | $ 0.11 | $ 0.11 | $ 0.32 | $ 0.28 |
Diluted | $ 0.11 | $ 0.11 | $ 0.31 | $ 0.27 |
Shares used in computing earnings per share: | ||||
Basic | 36,319 | 35,901 | 36,138 | 35,735 |
Diluted | 36,803 | 36,526 | 36,728 | 36,508 |
Comprehensive income: | ||||
Net income | $ 3,876 | $ 4,021 | $ 11,434 | $ 9,992 |
Other comprehensive loss: | ||||
Foreign currency cumulative translation adjustment | (46) | (46) | ||
Total comprehensive income | $ 3,830 | $ 4,021 | $ 11,388 | $ 9,992 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Nov. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Balances at Feb. 28, 2015 | $ 151,385 | $ 362 | $ 207,881 | $ (56,793) | $ (65) |
Balances (in shares) at Feb. 28, 2015 | 36,225 | ||||
Net income | 11,434 | 11,434 | |||
Stock-based compensation expense | 4,211 | 4,211 | |||
Equity component of convertible senior notes, net of tax | 20,104 | 20,104 | |||
Purchase of note hedges, net of tax | (19,324) | (19,324) | |||
Sale of warrants | $ 15,991 | 15,991 | |||
Issuance of shares for restricted stock awards | $ 1 | (1) | |||
Issuance of shares for restricted stock awards (in shares) | 115 | ||||
Shares issued on net share settlement of equity awards | $ (2,520) | $ 1 | (2,521) | ||
Shares issued on net share settlement of equity awards (in shares) | 90 | ||||
Exercise of stock options | $ 592 | $ 2 | 590 | ||
Exercise of stock options (in shares) | 145 | 145 | |||
Foreign currency cumulative translation adjustment | $ (46) | (46) | |||
Balances (in shares) at Nov. 30, 2015 | 36,575 | ||||
Balances at Nov. 30, 2015 | $ 181,827 | $ 366 | $ 226,931 | $ (45,359) | $ (111) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 11,434 | $ 9,992 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense | 2,608 | 2,043 |
Intangible assets amortization expense | 4,962 | 4,952 |
Stock-based compensation expense | 4,211 | 2,924 |
Amortization of debt issue costs and discount | 3,396 | 380 |
Deferred tax assets, net | 6,595 | $ 5,770 |
Equity in net loss of affiliate | 326 | |
Other | 19 | $ 14 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,967 | (8,508) |
Inventories | 563 | (4,619) |
Prepaid expenses and other assets | 210 | (1,954) |
Accounts payable | 907 | 9,191 |
Accrued liabilities | 2,025 | 1,073 |
Deferred revenue | (2,352) | 199 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 37,871 | 21,457 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from maturities of marketable securities | 35,552 | 8,226 |
Purchases of marketable securities | (142,032) | (15,215) |
Capital expenditures | (3,388) | $ (4,890) |
Acquisition of Crashboxx | (1,500) | |
Equity investment in affiliate | (2,156) | |
Other | (95) | $ (44) |
NET CASH USED IN INVESTING ACTIVITIES | (113,619) | $ (11,923) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes | 172,500 | |
Payment of debt issuance costs | (5,291) | |
Purchase of convertible note hedges | (31,343) | |
Proceeds from issuance of warrants | 15,991 | |
Payment of acquisition-related note and contingent consideration | (1,687) | $ (2,299) |
Taxes paid related to net share settlement of vested equity awards | (2,520) | (3,045) |
Proceeds from exercise of stock options | 592 | 541 |
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES | 148,242 | (4,803) |
Net change in cash and cash equivalents | 72,494 | 4,731 |
Cash and cash equivalents at beginning of period | 34,184 | 19,233 |
Cash and cash equivalents at end of period | $ 106,678 | $ 23,964 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Nov. 30, 2015 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business CalAmp Corp. (CalAmp or the Company) is a leading provider of wireless communications solutions for a broad array of applications to customers globally. The Company's business activities are organized into its Wireless DataCom and Satellite business segments. Certain notes and other information are condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Company's 2015 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 21, 2015. In the opinion of the Company's management, the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the Company's financial position at November 30, 2015 and its results of operations for the three and nine months ended November 30, 2015 and 2014. The results of operations for such periods are not necessarily indicative of results to be expected for the full fiscal year. All significant intercompany transactions and accounts have been eliminated in consolidation. Revenue Recognition The Company recognizes revenue from product sales when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collection of the sales price is reasonably assured. Generally, for product sales that are not bundled with an application service these criteria are met at the time product is shipped, except for shipments made on the basis of FOB Destination terms, in which case title transfers to the customer and the revenue is recorded by the Company when the shipment reaches the customer. Customers generally do not have a right of return except for defective products returned during the warranty period. The Company records estimated commitments related to customer incentive programs as reductions of revenues. In addition to product sales, the Company provides Software as a Service (SaaS) subscriptions for its fleet management and vehicle finance applications in which customers are provided with the ability to wirelessly communicate with monitoring devices installed in vehicles and other mobile or remote assets via software applications hosted by the Company. The Company defers the recognition of revenue for the products that are sold with application subscriptions because the application services are essential to the functionality of the products. In such circumstances, the associated product costs are recorded as deferred costs in the balance sheet. The deferred product revenue and deferred product cost amounts are amortized to application subscriptions revenue and cost of revenue on a straight-line basis over minimum contractual subscription periods of one to five years. Revenues from renewals of data communication services after the initial contract term are recognized as application subscriptions revenue when the services are provided. When customers prepay application subscription renewals, such amounts are recorded as deferred revenues and are recognized over the renewal term. Cash and Cash Equivalents The Company considers all highly liquid investments with remaining maturities at date of purchase of three months or less to be cash equivalents. Fair Value Measurements The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly manner in an arms-length transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has elected the fair value option for its investment in marketable securities on a contract-by-contract basis at the time each contract is initially recognized in the financial statements or upon an event that gives rise to a new basis of accounting for the items. Recently Adopted Accounting Standards In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2015-03, InterestImputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). The FASB issued ASU 2015-03 to simplify the presentation of debt issuance costs related to a recognized debt liability to present the debt issuance costs as a direct deduction from the carrying value of the debt liability rather than showing the debt issuance costs as a deferred charge on the balance sheet. As permitted by ASU 2015-03, the Company early-adopted this standard with respect to the convertible senior unsecured notes issued in May 2015, as discussed further in Note 6. In November 2015, the FASB issued Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 amends existing guidance to require that deferred income tax liabilities and assets be classified as noncurrent in a classified balance sheet, and eliminates the prior guidance which required an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified balance sheet. As permitted by ASU 2015-17, the Company early-adopted this standard and applied it retrospectively to all periods presented. Reclassifications Certain amounts in the financial statements of prior years have been reclassified to conform to the fiscal 2016 presentation, with no effect on net earnings. |
CASH, CASH EQUIVALENTS AND INVE
CASH, CASH EQUIVALENTS AND INVESTMENTS | 9 Months Ended |
Nov. 30, 2015 | |
CASH, CASH EQUIVALENTS AND INVESTMENTS [Abstract] | |
CASH, CASH EQUIVALENTS AND INVESTMENTS | NOTE 2 CASH, CASH EQUIVALENTS AND INVESTMENTS The following table summarizes the Company's financial instrument assets as of November 30, 2015 using the hierarchy described in Note 1 under the heading Fair Value Measurements (in thousands): Balance Sheet Classification of Fair Value Unrealized Cash and Short-Term Adjusted Gains Fair Cash Marketable Other Cost (Losses) Value Equivalents Securities Assets Cash $ 7,005 $ - $ 7,005 $ 7,005 $ - $ - Level 1: Commercial paper 73 - 73 73 - - Domestic equities 373 52 425 - 425 - Mutual funds (1) 3,564 (38 ) 3,526 - - 3,526 Level 2: Commercial paper 15,970 - 15,970 - 15,970 - Repurchase agreements 99,600 - 99,600 99,600 - - Certificate of deposit 100,348 (86 ) 100,262 - 100,262 - Total $ 226,933 $ (72 ) $ 226,861 $ 106,678 $ 116,657 $ 3,526 (1) The Company has established a non-qualified deferred compensation plan for certain members of management and all non-employee directors. The Company is informally funding its obligations under the deferred compensation plan by purchasing shares in various equity, bond and money market mutual funds that are held in a Rabbi Trust and are restricted for payment of obligations to plan participants. See Note 5 for additional information regarding the deferred compensation plan. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Nov. 30, 2015 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 3 - INVENTORIES Inventories consist of the following (in thousands): November 30, February 28, 2015 2015 Raw materials $ 14,196 $ 14,519 Work in process 615 361 Finished goods 3,292 3,786 $ 18,103 $ 18,666 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Nov. 30, 2015 | |
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 4 GOODWILL AND OTHER INTANGIBLE ASSETS All goodwill shown in the accompanying balance sheets is associated with the Company's Wireless DataCom segment. Changes in goodwill are as follows (in thousands): Nine Months Ended November 30, 2015 2014 Balance at beginning of period $ 15,483 $ 15,422 Crashboxx acquisition 1,025 - Purchase price allocation adjustments - 57 Balance at end of period $ 16,508 $ 15,479 On April 17, 2015, the Company acquired certain intangible assets from a company doing business as Crashboxx to advance its insurance telematics strategy for a cash payment of $ 1.5 455,000 5 930,000 1,025,000 Other intangible assets are comprised as follows (in thousands): Gross Accumulated Amortization Net Amortization February 28, November 30, February 28, November 30, November 30, February 28, Period 2015 Additions Retirements 2015 2015 Expense Retirements 2015 2015 2015 Supply contract 5 $ 2,220 $ - $ - $ 2,220 $ 1,247 $ 324 $ - $ 1,571 $ 649 $ 973 Developed technology 2 7 16,151 930 (3,001 ) 14,080 7,126 1,720 (3,001 ) 5,845 8,235 9,025 Tradename 7 2,130 13 - 2,143 1,217 229 - 1,446 697 913 Customer lists 5 7 19,438 - (1,138 ) 18,300 7,949 2,660 (1,138 ) 9,471 8,829 11,489 Covenants not to compete 5 262 - (92 ) 170 187 25 (92 ) 120 50 75 Patents 5 176 83 - 259 55 4 - 59 200 121 $ 40,377 $ 1,026 $ (4,231 ) $ 37,172 $ 17,781 $ 4,962 $ (4,231 ) $ 18,512 $ 18,660 $ 22,596 All intangible asset amortization expense was attributable to the Wireless DataCom business. Estimated future amortization expense for the fiscal years ending February 28 is as follows (in thousands): Fiscal Year 2016 (remainder) $ 1,672 2017 6,686 2018 6,233 2019 2,887 2020 880 Thereafter 302 $ 18,660 |
OTHER ASSETS
OTHER ASSETS | 9 Months Ended |
Nov. 30, 2015 | |
OTHER ASSETS [Abstract] | |
OTHER ASSETS | NOTE 5 OTHER ASSETS Other assets consist of the following (in thousands): November 30, February 28, 2015 2015 Deferred compensation plan assets $ 3,526 $ 2,222 Investment in affiliate 1,784 - Other 677 915 $ 5,987 $ 3,137 The Company established a non-qualified deferred compensation plan in August 2013 in which certain members of management and all non-employee directors are eligible to participate. Participants may defer a portion of their compensation until retirement or a date specified by the participant in accordance with the plan. The Company is informally funding the deferred compensation plan obligations by making cash deposits to a Rabbi Trust that are invested in various equity, bond and money market mutual funds in generally the same proportion as investment elections made by the participants for their compensation deferrals. The fair values of Rabbi Trust assets and deferred compensation plan liabilities as of November 30, 2015 were $ 3,526,000 3,543,000 In September 2015, the Company invested £ 1,400,000 2,156,000 326,000 46,000 loss for the quarter ended November 30, 2015, which is included in the Consolidated Income Statement as a component of Other Comprehensive Income |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended |
Nov. 30, 2015 | |
FINANCING ARRANGEMENTS [Abstract] | |
FINANCING ARRANGEMENTS | NOTE 6 - FINANCING ARRANGEMENTS Bank Credit Facility The Company has a credit facility with Square 1 Bank that provides for borrowings up to $ 15 85 March 1, 2017 The bank credit facility contains financial covenants that require the Company to maintain a minimum level of earnings before interest, income taxes, depreciation, amortization and other noncash charges (EBITDA) and a minimum debt coverage ratio, both measured monthly on a rolling 12-month basis. At November 30, 2015, the Company was in compliance with its debt covenants under the credit facility. 1.625% Convertible Senior Unsecured Notes In May 2015, the Company issued $ 172.5 1.625 The net proceeds from the sale of the Notes were approximately $ 167.2 5.3 15.4 Under the Indenture, the Notes bear interest at a rate of 1.625 May 15, 2020 The Indenture contains customary terms and conditions, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes, by notice to the Company and the Trustee, may declare 100% of the principal amount of, and accrued and unpaid interest, if any, on all the Notes then outstanding to be due and payable immediately. Such events of default include, without limitation, the default by the Company or any of its subsidiaries with respect to indebtedness for borrowed money in excess of $10 million and the entry of judgments for the payment of $10 million or more against the Company or any of its subsidiaries which are not paid, discharged or stayed within 60 days. The Notes will be convertible into cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election, based on an initial conversion rate of 36.2398 27.594 If the Company undergoes a fundamental change (as defined in the Indenture), holders of the Notes may require the Company to repurchase their Notes at a repurchase price of 100 In addition, following certain corporate events that occur prior to maturity, the Company will increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event in certain circumstances. In such event, an aggregate of up to 2.5 Accounting guidance requires that convertible debt that can be settled for cash, such as the Notes, be separated into the liability and equity component at issuance and each be assigned a value. The value assigned to the liability component is the estimated fair value, as of the issuance date, of a similar debt without the conversion feature. The difference between the principal amount of the Notes and the estimated fair value of the liability component, representing the value of the embedded conversion option assigned to the equity component, is recorded as a debt discount on the issuance date. The fair value of the liability component of the Notes in the amount of $ 138.9 6.2 3 33.6 33.6 16.0 33.6 6.2 In accounting for the transaction costs related to the Notes issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative fair values. Issuance costs attributable to the liability component of $ 4.3 1.0 0.4 Balances attributable to the Notes consist of the following at November 30, 2015 (in thousands): Liability component: Principal $ 172,500 Less: Unamortized debt discount (30,509 Unamortized debt issuance costs (3,890 Net carrying amount of the Notes $ 138,101 The Notes are carried at their principal amount, net of unamortized debt discount and issuance costs, and are not marked to market each period. The approximate fair value of the Notes as of November 30, 2015 was $ 165 See Note 12 for information related to interest expense on the Notes. Note Hedge and Warrant Arrangements In connection with the sale of the Notes, the Company entered into privately negotiated note hedge transactions relating to 6.25 172.5 31.3 19.3 The note hedges cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the 6.25 million shares of the Company's common stock that initially underlie the Notes. The note hedges are intended generally to reduce the potential dilution to the Company's outstanding common stock and/or reduce the amount of any cash payments the Company is required to make in excess of the principal amount of any converted Notes upon any conversion of Notes in the event that the market price per share of the Company's common stock is greater than the strike price of the note hedges, which is initially equal to $ 27.594 Separately, the Company also entered into privately negotiated warrant transactions with the Hedge Counterparties, giving them the right to acquire the same number of shares of common stock that underlie the Notes at a strike price of $ 39.42 100 19.71 16.0 The warrants will have a dilutive effect to the extent that the market price of the Company's common stock exceeds the applicable strike price of the warrants on any expiration date of the warrants. The note hedges and warrants are not marked to market. The note hedges and warrants are separate transactions, entered into by the Company with the Hedge Counterparties and are not part of the terms of the Notes and will not affect the holders' rights under the Notes. In addition, holders of the Notes will not have any rights with respect to the note hedges or the warrants. The values ascribed to the note hedges and warrants were initially recorded to and continue to be classified as additional paid-in capital within stockholders' equity. The Company is required, for the remaining term of the Notes, to assess whether the note hedges and warrants continue to meet the stockholders' equity classification requirements. If in any future period these derivative instruments fail to satisfy those requirements, they would need to be reclassified out of stockholders' equity, to either assets or liabilities depending on their nature, and be recorded at fair value with subsequent changes in their fair value reflected in earnings. The Company elected to integrate the call options with the Notes for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the $ 31.3 12.0 Contractual Cash Obligations Following is a summary of the Company's contractual cash obligations at November 30, 2015 and excludes amounts already recorded on the consolidated balance sheets except for long-term debt (in thousands): Future Estimated Cash Payments Due by Fiscal Year 2016 (remainder) 2017 2018 2019 2020 Thereafter Total Convertible senior notes principal $ - $ - $ - $ - $ - $ 172,500 $ 172,500 Convertible senior notes stated interest - 2,803 2,803 2,803 2,803 1,402 12,614 Operating leases 491 2,308 1,937 1,569 890 162 7,357 Purchase obligations 48,691 - - - - - 48,691 Other contractual commitments - 4,510 1,503 - - - 6,013 Total contractual obligations $ 49,182 $ 9,621 $ 6,243 $ 4,372 $ 3,693 $ 174,064 $ 247,175 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Nov. 30, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 7 - INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and for income tax purposes. The Company evaluates the realizability of its deferred income tax assets and a valuation allowance is provided, as necessary. In assessing this valuation allowance, the Company reviews historical and future expected operating results and other factors, including its recent cumulative earnings experience, expectations of future taxable income by taxing jurisdiction and the carryforward periods available for tax reporting purposes, to determine whether it is more likely than not that deferred tax assets are realizable. The Company files income tax returns in the U.S. federal jurisdiction, various U.S. states, Canada, United Kingdom and New Zealand. Certain income tax returns for fiscal years 2011 through 2015 remain open to examination by U.S. federal and state tax authorities. Income tax returns in Canada for fiscal years 2011 through 2015 remain open to examination by tax authorities in that country. Income tax returns in New Zealand for fiscal years 2013 through 2015 remain open to examination by tax authorities in that country. The Company believes that it has made adequate provision for all income tax uncertainties pertaining to these open tax years. The effective income tax rate was 37.4 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Nov. 30, 2015 | |
EARNINGS PER SHARE [Abstract] | |
EARNINGS PER SHARE | NOTE 8 - EARNINGS PER SHARE Basic earnings per share is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding stock options and restricted stock-based awards using the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share (in thousands): Three Months Ended Nine Months Ended November 30, November 30, 2015 2014 2015 2014 Basic weighted average number of common shares outstanding 36,319 35,901 36,138 35,735 Effect of stock options, restricted stock and restricted stock units computed on treasury stock method 484 625 590 773 Diluted weighted average number of common shares outstanding 36,803 36,526 36,728 36,508 Shares subject to anti-dilutive stock options and restricted stock-based awards of 242,000 146,000 The Company has the option to pay cash, issue shares of common stock or any combination thereof for the aggregate amount due upon conversion of the Notes. The Company's intent is to settle the principal amount of the Notes in cash upon conversion. As a result, only the shares issuable for the conversion value, if any, in excess of the principal amounts of the Notes would be included in diluted earnings per share. During the three month and year-to-date periods ended November 30, 2015, the average market price of the Company's common stock was less than the $ 27.594 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Nov. 30, 2015 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 9 STOCK-BASED COMPENSATION Stock-based compensation expense is included in the following captions of the unaudited consolidated income statements (in thousands): Three Months Ended Nine Months Ended November 30, November 30, 2015 2014 2015 2014 Cost of revenues $ 51 $ 65 $ 170 $ 176 Research and development 217 171 579 452 Selling 325 178 820 418 General and administrative 1,009 754 2,642 1,878 $ 1,602 $ 1,168 $ 4,211 $ 2,924 Changes in the Company's outstanding stock options during the nine months ended November 30, 2015 were as follows (options in thousands): Weighted Number of Average Options Exercise Price Outstanding at February 28, 2015 1,007 $ 5.80 Granted 82 17.54 Exercised (145 ) 4.08 Forfeited or expired (1 ) 1.80 Outstanding at November 30, 2015 943 $ 7.08 Exercisable at November 30, 2015 771 $ 5.06 Changes in the Company's outstanding restricted stock shares, performance stock units (PSUs) and restricted stock units (RSUs) during the nine months ended November 30, 2015 were as follows (shares, PSUs and RSUs in thousands): Number of Restricted Weighted Shares, Average Grant PSUs and Date Fair RSUs Value Outstanding at February 28, 2015 886 $ 12.90 Granted 509 17.74 Vested (389 ) 9.49 Forfeited (33 ) 14.99 Outstanding at November 30, 2015 973 $ 16.72 During the nine months ended November 30, 2015, the Company retained 141,634 As of November 30, 2015, there was $ 15.1 2.9 |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 9 Months Ended |
Nov. 30, 2015 | |
CONCENTRATION OF RISK [Abstract] | |
CONCENTRATION OF RISK | NOTE 10 - CONCENTRATION OF RISK One customer of the Company's Satellite segment accounted for 16 14 November 30, 2015 and 2014, respectively, 13 16 12 10 16 15 Some of the Company's components, assemblies and electronic manufacturing services are purchased from sole source suppliers. In addition, a substantial portion of the Company's inventory is purchased from one supplier that functions as an independent foreign procurement agent and contract manufacturer. This supplier accounted for 55 59 58 16 14 |
PRODUCT WARRANTIES
PRODUCT WARRANTIES | 9 Months Ended |
Nov. 30, 2015 | |
PRODUCT WARRANTIES [Abstract] | |
PRODUCT WARRANTIES | NOTE 11 - PRODUCT WARRANTIES The Company generally warrants its products against defects over periods ranging from 12 to 24 months. An accrual for estimated future costs relating to products returned under warranty is recorded as an expense when products are shipped. At the end of each fiscal quarter, the Company adjusts its liability for warranty claims based on its actual warranty claims experience as a percentage of revenues for the preceding one to two years and also considers the impact of the known operational issues that may have a greater impact than historical trends. The warranty reserve is included in other current liabilities in the unaudited consolidated balance sheets. Activity in the accrued warranty costs liability for the nine months ended November 30, 2015 and 2014 is as follows (in thousands): Nine Months Ended November 30, 2015 2014 Balance at beginning of period $ 1,819 $ 1,516 Charged to costs and expenses 1,088 1,097 Deductions (781 ) (778 Balance at end of period $ 2,126 $ 1,835 |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 9 Months Ended |
Nov. 30, 2015 | |
OTHER FINANCIAL INFORMATION [Abstract] | |
OTHER FINANCIAL INFORMATION | NOTE 12 OTHER FINANCIAL INFORMATION Supplemental Balance Sheet Information Other non-current liabilities consist of the following (in thousands): November 30, February 28, 2015 2015 Deferred compensation plan liability $ 3,543 $ 2,246 Deferred revenue 1,203 1,652 Deferred rent 621 329 Acquisition-related contingent consideration 499 - $ 5,866 $ 4,227 See Note 5 for information related to non-qualified deferred compensation plan. The acquisition-related contingent consideration at November 30, 2015 is comprised of the estimated earn-out of $ 499,000 Supplemental Income Statement Information Investment income consists of the following (in thousands): Three Months Ended Nine Months Ended November 30, November 30, 2015 2014 2015 2014 Unrealized gains (losses) on marketable securities $ 110 $ (2 ) $ (27 ) $ (5 ) Investment income on cash equivalents and marketable securities 250 16 538 41 Investment income (loss) on Rabbi Trust assets 78 23 (88 ) 92 Total investment income $ 438 $ 37 $ 423 $ 128 Interest expense consists of the following (in thousands): Three Months Ended Nine Months Ended November 30, November 30, 2015 2014 2015 2014 Interest expense on convertible senior unsecured notes: Stated interest at 1.625 $ 685 $ - $ 1,567 $ - Amortization of note discount 1,370 - 3,106 - Amortization of debt issue costs 175 - 396 - 2,230 - 5,069 - Other interest expense 22 49 111 236 Total interest expense $ 2,252 $ 49 $ 5,180 $ 236 Supplemental Cash Flow Information Net cash provided by operating activities includes cash payments for interest and income taxes as follows (in thousands): Nine Months Ended November 30, 2015 2014 Interest expense paid $ 1,511 $ 4 Income tax paid $ 365 $ 280 Following is the supplemental schedule of non-cash investing and financing activities (in thousands): Nine Months Ended November 30, 2015 2014 Acquisition of Crashboxx in April 2015: Accrued liability for earn-out consideration $ 455 $ - |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Nov. 30, 2015 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 13 - SEGMENT INFORMATION Segment information for the three and nine months ended November 30, 2015 and 2014 is as follows (dollars in thousands): Three Months Ended November 30, 2015 Three Months Ended November 30, 2014 Operating Segments Operating Segments Wireless Corporate Wireless Corporate DataCom Satellite Expenses Total DataCom Satellite Expenses Total Revenues $ 62,842 $ 11,833 $ 74,675 $ 54,580 $ 8,645 $ 63,225 Gross profit $ 23,416 $ 3,158 $ 26,574 $ 20,078 $ 2,026 $ 22,104 Gross margin 37.3 % 26.7 % 35.6 % 36.8 % 23.4 % 35.0 % Operating income $ 7,821 $ 1,983 $ (1,191 ) $ 8,613 $ 6,579 $ 914 $ (1,038 ) $ 6,455 Nine Months Ended November 30, 2015 Nine Months Ended November 30, 2014 Operating Segments Operating Segments Wireless Corporate Expenses Total Wireless Corporate DataCom Satellite DataCom Satellite Expenses Total Revenues $ 182,487 $ 27,425 $ 209,912 $ 152,631 $ 28,785 $ 181,416 Gross profit $ 68,102 $ 7,301 $ 75,403 $ 55,440 $ 7,379 $ 62,819 Gross margin 37.3 % 26.6 % 35.9 % 36.3 % 25.6 % 34.6 % Operating income $ 23,036 $ 3,964 $ (3,445 ) $ 23,555 $ 14,904 $ 4,070 $ (2,882 ) $ 16,092 The Company considers operating income to be a primary measure of operating performance of its business segments. The amount shown for each period in the Corporate Expenses column above consists of expenses that are not allocated to the business segments. These non-allocated corporate expenses include salaries and benefits of certain corporate staff and expenses such as audit fees, investor relations, stock listing fees, director and officer liability insurance, and director fees and expenses. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Nov. 30, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 - COMMITMENTS AND CONTINGENCIES Legal Proceedings In December 2013, a patent infringement lawsuit was filed against the Company by a non-practicing entity (NPE). The lawsuit contends that certain of the Company's vehicle tracking products infringe on the patents held by the NPE plaintiff and seeks injunctive and monetary relief. The Company believes that in addition to its defensive claims of noninfringement and invalidity, it has various offensive claims against the plaintiff, and intends to vigorously defend against this action. While the outcome of this matter is currently not determinable, management does not expect that the ultimate cost to resolve this matter will have a material adverse effect on the Company's consolidated financial position or results of operations. The Company's assessment of materiality may change in the future based upon the availability of discovery and further developments. No loss accrual has been made in the accompanying unaudited consolidated financial statements for this matter. In addition to the foregoing matter, from time to time as a normal consequence of doing business, various claims and litigation may be asserted or commenced against the Company. In particular, the Company in the ordinary course of business may receive claims concerning contract performance, or claims that its products or services infringe the intellectual property of third parties. While the outcome of any such claims or litigation cannot be predicted with certainty, management does not believe that the outcome of any of such matters existing at the present time would have a material adverse effect on the Company's consolidated financial position or results of operations. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Nov. 30, 2015 | |
SUBSEQUENT EVENT [Abstract] | |
SUBSEQUENT EVENT | NOTE 15 SUBSEQUENT EVENT On December 10, 2015, the Company publicly announced that it has made an offer to acquire all of the outstanding shares of common stock of LoJack Corporation (NASDAQ: LOJN) (LoJack), a provider of vehicle theft recovery systems and advanced fleet management solutions, for $ 5.50 113 |
DESCRIPTION OF BUSINESS AND S22
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Nov. 30, 2015 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Description of Business | Description of Business CalAmp Corp. (CalAmp or the Company) is a leading provider of wireless communications solutions for a broad array of applications to customers globally. The Company's business activities are organized into its Wireless DataCom and Satellite business segments. Certain notes and other information are condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Company's 2015 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 21, 2015. In the opinion of the Company's management, the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the Company's financial position at November 30, 2015 and its results of operations for the three and nine months ended November 30, 2015 and 2014. The results of operations for such periods are not necessarily indicative of results to be expected for the full fiscal year. All significant intercompany transactions and accounts have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from product sales when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collection of the sales price is reasonably assured. Generally, for product sales that are not bundled with an application service these criteria are met at the time product is shipped, except for shipments made on the basis of FOB Destination terms, in which case title transfers to the customer and the revenue is recorded by the Company when the shipment reaches the customer. Customers generally do not have a right of return except for defective products returned during the warranty period. The Company records estimated commitments related to customer incentive programs as reductions of revenues. In addition to product sales, the Company provides Software as a Service (SaaS) subscriptions for its fleet management and vehicle finance applications in which customers are provided with the ability to wirelessly communicate with monitoring devices installed in vehicles and other mobile or remote assets via software applications hosted by the Company. The Company defers the recognition of revenue for the products that are sold with application subscriptions because the application services are essential to the functionality of the products. In such circumstances, the associated product costs are recorded as deferred costs in the balance sheet. The deferred product revenue and deferred product cost amounts are amortized to application subscriptions revenue and cost of revenue on a straight-line basis over minimum contractual subscription periods of one to five years. Revenues from renewals of data communication services after the initial contract term are recognized as application subscriptions revenue when the services are provided. When customers prepay application subscription renewals, such amounts are recorded as deferred revenues and are recognized over the renewal term. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with remaining maturities at date of purchase of three months or less to be cash equivalents. |
Fair Value Measurements | Fair Value Measurements The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly manner in an arms-length transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has elected the fair value option for its investment in marketable securities on a contract-by-contract basis at the time each contract is initially recognized in the financial statements or upon an event that gives rise to a new basis of accounting for the items. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2015-03, InterestImputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). The FASB issued ASU 2015-03 to simplify the presentation of debt issuance costs related to a recognized debt liability to present the debt issuance costs as a direct deduction from the carrying value of the debt liability rather than showing the debt issuance costs as a deferred charge on the balance sheet. As permitted by ASU 2015-03, the Company early-adopted this standard with respect to the convertible senior unsecured notes issued in May 2015, as discussed further in Note 6. In November 2015, the FASB issued Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 amends existing guidance to require that deferred income tax liabilities and assets be classified as noncurrent in a classified balance sheet, and eliminates the prior guidance which required an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified balance sheet. As permitted by ASU 2015-17, the Company early-adopted this standard and applied it retrospectively to all periods presented. |
Reclassifications | Reclassifications Certain amounts in the financial statements of prior years have been reclassified to conform to the fiscal 2016 presentation, with no effect on net earnings. |
CASH, CASH EQUIVALENTS AND IN23
CASH, CASH EQUIVALENTS AND INVESTMENTS (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
CASH, CASH EQUIVALENTS AND INVESTMENTS [Abstract] | |
Schedule of Cash and Marketable Securities | Balance Sheet Classification of Fair Value Unrealized Cash and Short-Term Adjusted Gains Fair Cash Marketable Other Cost (Losses) Value Equivalents Securities Assets Cash $ 7,005 $ - $ 7,005 $ 7,005 $ - $ - Level 1: Commercial paper 73 - 73 73 - - Domestic equities 373 52 425 - 425 - Mutual funds (1) 3,564 (38 ) 3,526 - - 3,526 Level 2: Commercial paper 15,970 - 15,970 - 15,970 - Repurchase agreements 99,600 - 99,600 99,600 - - Certificate of deposit 100,348 (86 ) 100,262 - 100,262 - Total $ 226,933 $ (72 ) $ 226,861 $ 106,678 $ 116,657 $ 3,526 (1) The Company has established a non-qualified deferred compensation plan for certain members of management and all non-employee directors. The Company is informally funding its obligations under the deferred compensation plan by purchasing shares in various equity, bond and money market mutual funds that are held in a Rabbi Trust and are restricted for payment of obligations to plan participants. See Note 5 for additional information regarding the deferred compensation plan. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
INVENTORIES [Abstract] | |
Schedule of Inventories | November 30, February 28, 2015 2015 Raw materials $ 14,196 $ 14,519 Work in process 615 361 Finished goods 3,292 3,786 $ 18,103 $ 18,666 |
GOODWILL AND OTHER INTANGIBLE25
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | |
Schedule of Goodwill | Nine Months Ended November 30, 2015 2014 Balance at beginning of period $ 15,483 $ 15,422 Crashboxx acquisition 1,025 - Purchase price allocation adjustments - 57 Balance at end of period $ 16,508 $ 15,479 |
Schedule of Other Intangible Assets | Gross Accumulated Amortization Net Amortization February 28, November 30, February 28, November 30, November 30, February 28, Period 2015 Additions Retirements 2015 2015 Expense Retirements 2015 2015 2015 Supply contract 5 $ 2,220 $ - $ - $ 2,220 $ 1,247 $ 324 $ - $ 1,571 $ 649 $ 973 Developed technology 2 7 16,151 930 (3,001 ) 14,080 7,126 1,720 (3,001 ) 5,845 8,235 9,025 Tradename 7 2,130 13 - 2,143 1,217 229 - 1,446 697 913 Customer lists 5 7 19,438 - (1,138 ) 18,300 7,949 2,660 (1,138 ) 9,471 8,829 11,489 Covenants not to compete 5 262 - (92 ) 170 187 25 (92 ) 120 50 75 Patents 5 176 83 - 259 55 4 - 59 200 121 $ 40,377 $ 1,026 $ (4,231 ) $ 37,172 $ 17,781 $ 4,962 $ (4,231 ) $ 18,512 $ 18,660 $ 22,596 |
Schedule of Future Amortization Expense | Fiscal Year 2016 (remainder) $ 1,672 2017 6,686 2018 6,233 2019 2,887 2020 880 Thereafter 302 $ 18,660 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
OTHER ASSETS [Abstract] | |
Schedule of Other Assets | November 30, February 28, 2015 2015 Deferred compensation plan assets $ 3,526 $ 2,222 Investment in affiliate 1,784 - Other 677 915 $ 5,987 $ 3,137 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
FINANCING ARRANGEMENTS [Abstract] | |
Schedule of Balances Attributable to the Notes | Liability component: Principal $ 172,500 Less: Unamortized debt discount (30,509 Unamortized debt issuance costs (3,890 Net carrying amount of the Notes $ 138,101 |
Schedule of Contractual Cash Obligations | Future Estimated Cash Payments Due by Fiscal Year 2016 (remainder) 2017 2018 2019 2020 Thereafter Total Convertible senior notes principal $ - $ - $ - $ - $ - $ 172,500 $ 172,500 Convertible senior notes stated interest - 2,803 2,803 2,803 2,803 1,402 12,614 Operating leases 491 2,308 1,937 1,569 890 162 7,357 Purchase obligations 48,691 - - - - - 48,691 Other contractual commitments - 4,510 1,503 - - - 6,013 Total contractual obligations $ 49,182 $ 9,621 $ 6,243 $ 4,372 $ 3,693 $ 174,064 $ 247,175 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
EARNINGS PER SHARE [Abstract] | |
Schedule of Weighted Average Number of Shares | Three Months Ended Nine Months Ended November 30, November 30, 2015 2014 2015 2014 Basic weighted average number of common shares outstanding 36,319 35,901 36,138 35,735 Effect of stock options, restricted stock and restricted stock units computed on treasury stock method 484 625 590 773 Diluted weighted average number of common shares outstanding 36,803 36,526 36,728 36,508 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
STOCK-BASED COMPENSATION [Abstract] | |
Schedule of Stock-based Compensation Expense | Three Months Ended Nine Months Ended November 30, November 30, 2015 2014 2015 2014 Cost of revenues $ 51 $ 65 $ 170 $ 176 Research and development 217 171 579 452 Selling 325 178 820 418 General and administrative 1,009 754 2,642 1,878 $ 1,602 $ 1,168 $ 4,211 $ 2,924 |
Summary of Stock Option Activity | Weighted Number of Average Options Exercise Price Outstanding at February 28, 2015 1,007 $ 5.80 Granted 82 17.54 Exercised (145 ) 4.08 Forfeited or expired (1 ) 1.80 Outstanding at November 30, 2015 943 $ 7.08 Exercisable at November 30, 2015 771 $ 5.06 |
Summary of Restricted Stock Shares, Performance Stock Units (PSU's) and RSUs Activity | Number of Restricted Weighted Shares, Average Grant PSUs and Date Fair RSUs Value Outstanding at February 28, 2015 886 $ 12.90 Granted 509 17.74 Vested (389 ) 9.49 Forfeited (33 ) 14.99 Outstanding at November 30, 2015 973 $ 16.72 |
PRODUCT WARRANTIES (Tables)
PRODUCT WARRANTIES (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
PRODUCT WARRANTIES [Abstract] | |
Schedule of Product Warranty Liability | Nine Months Ended November 30, 2015 2014 Balance at beginning of period $ 1,819 $ 1,516 Charged to costs and expenses 1,088 1,097 Deductions (781 ) (778 Balance at end of period $ 2,126 $ 1,835 |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
OTHER FINANCIAL INFORMATION [Abstract] | |
Schedule of Supplemental Balance Sheet Information | November 30, February 28, 2015 2015 Deferred compensation plan liability $ 3,543 $ 2,246 Deferred revenue 1,203 1,652 Deferred rent 621 329 Acquisition-related contingent consideration 499 - $ 5,866 $ 4,227 |
Schedule of Interest expense | Three Months Ended Nine Months Ended November 30, November 30, 2015 2014 2015 2014 Interest expense on convertible senior unsecured notes: Stated interest at 1.625 $ 685 $ - $ 1,567 $ - Amortization of note discount 1,370 - 3,106 - Amortization of debt issue costs 175 - 396 - 2,230 - 5,069 - Other interest expense 22 49 111 236 Total interest expense $ 2,252 $ 49 $ 5,180 $ 236 |
Schedule of Investment income (loss) | Three Months Ended Nine Months Ended November 30, November 30, 2015 2014 2015 2014 Unrealized gains (losses) on marketable securities $ 110 $ (2 ) $ (27 ) $ (5 ) Investment income on cash equivalents and marketable securities 250 16 538 41 Investment income (loss) on Rabbi Trust assets 78 23 (88 ) 92 Total investment income $ 438 $ 37 $ 423 $ 128 |
Schedule of Supplemental Cash Flow Information | Nine Months Ended November 30, 2015 2014 Interest expense paid $ 1,511 $ 4 Income tax paid $ 365 $ 280 |
Schedule of Supplemental Non-Cash Investing and Financing Activities | Nine Months Ended November 30, 2015 2014 Acquisition of Crashboxx in April 2015: Accrued liability for earn-out consideration $ 455 $ - |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
SEGMENT INFORMATION [Abstract] | |
Summary of Segment Information | Three Months Ended November 30, 2015 Three Months Ended November 30, 2014 Operating Segments Operating Segments Wireless Corporate Wireless Corporate DataCom Satellite Expenses Total DataCom Satellite Expenses Total Revenues $ 62,842 $ 11,833 $ 74,675 $ 54,580 $ 8,645 $ 63,225 Gross profit $ 23,416 $ 3,158 $ 26,574 $ 20,078 $ 2,026 $ 22,104 Gross margin 37.3 % 26.7 % 35.6 % 36.8 % 23.4 % 35.0 % Operating income $ 7,821 $ 1,983 $ (1,191 ) $ 8,613 $ 6,579 $ 914 $ (1,038 ) $ 6,455 Nine Months Ended November 30, 2015 Nine Months Ended November 30, 2014 Operating Segments Operating Segments Wireless Corporate Expenses Total Wireless Corporate DataCom Satellite DataCom Satellite Expenses Total Revenues $ 182,487 $ 27,425 $ 209,912 $ 152,631 $ 28,785 $ 181,416 Gross profit $ 68,102 $ 7,301 $ 75,403 $ 55,440 $ 7,379 $ 62,819 Gross margin 37.3 % 26.6 % 35.9 % 36.3 % 25.6 % 34.6 % Operating income $ 23,036 $ 3,964 $ (3,445 ) $ 23,555 $ 14,904 $ 4,070 $ (2,882 ) $ 16,092 |
CASH, CASH EQUIVALENTS AND IN33
CASH, CASH EQUIVALENTS AND INVESTMENTS (Details) $ in Thousands | Nov. 30, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Adjusted Cost | $ 226,933 | |
Unrealized Gains (Losses) | (72) | |
Fair Value | 226,861 | |
Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 106,678 | |
Short-Term Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 116,657 | |
Other Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 3,526 | |
Cash [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Adjusted Cost | $ 7,005 | |
Unrealized Gains (Losses) | ||
Fair Value | $ 7,005 | |
Cash [Member] | Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 7,005 | |
Cash [Member] | Short-Term Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
Cash [Member] | Other Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
Level 1 [Member] | Domestic Equities [Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Adjusted Cost | $ 373 | |
Unrealized Gains (Losses) | 52 | |
Fair Value | $ 425 | |
Level 1 [Member] | Domestic Equities [Member | Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
Level 1 [Member] | Domestic Equities [Member | Short-Term Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 425 | |
Level 1 [Member] | Domestic Equities [Member | Other Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Adjusted Cost | $ 73 | |
Unrealized Gains (Losses) | ||
Fair Value | $ 73 | |
Level 1 [Member] | Commercial Paper [Member] | Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 73 | |
Level 1 [Member] | Commercial Paper [Member] | Short-Term Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
Level 1 [Member] | Commercial Paper [Member] | Other Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
Level 1 [Member] | Mutual funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Adjusted Cost | $ 3,564 | [1] |
Unrealized Gains (Losses) | (38) | [1] |
Fair Value | $ 3,526 | [1] |
Level 1 [Member] | Mutual funds [Member] | Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | [1] | |
Level 1 [Member] | Mutual funds [Member] | Short-Term Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | [1] | |
Level 1 [Member] | Mutual funds [Member] | Other Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 3,526 | [1] |
Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Adjusted Cost | $ 15,970 | |
Unrealized Gains (Losses) | ||
Fair Value | $ 15,970 | |
Level 2 [Member] | Commercial Paper [Member] | Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
Level 2 [Member] | Commercial Paper [Member] | Short-Term Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 15,970 | |
Level 2 [Member] | Commercial Paper [Member] | Other Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
Level 2 [Member] | Repurchase Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Adjusted Cost | $ 99,600 | |
Unrealized Gains (Losses) | ||
Fair Value | $ 99,600 | |
Level 2 [Member] | Repurchase Agreements [Member] | Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 99,600 | |
Level 2 [Member] | Repurchase Agreements [Member] | Short-Term Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
Level 2 [Member] | Repurchase Agreements [Member] | Other Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
Level 2 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Adjusted Cost | $ 100,348 | |
Unrealized Gains (Losses) | (86) | |
Fair Value | $ 100,262 | |
Level 2 [Member] | Certificates of Deposit [Member] | Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
Level 2 [Member] | Certificates of Deposit [Member] | Short-Term Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 100,262 | |
Level 2 [Member] | Certificates of Deposit [Member] | Other Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | ||
[1] | The Company has established a non-qualified deferred compensation plan for certain members of management and all non-employee directors. The Company is informally funding its obligations under the deferred compensation plan by purchasing shares in various equity, bond and money market mutual funds that are held in a “Rabbi Trust” and are restricted for payment of obligations to plan participants. See Note 5 for additional information regarding the deferred compensation plan. |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | Feb. 28, 2015 |
INVENTORIES [Abstract] | ||
Raw materials | $ 14,196 | $ 14,519 |
Work in process | 615 | 361 |
Finished goods | 3,292 | 3,786 |
Inventories | $ 18,103 | $ 18,666 |
GOODWILL AND OTHER INTANGIBLE35
GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Goodwill) (Details) - USD ($) | 9 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Goodwill [Line Items] | ||
Balance at beginning of period | $ 15,483,000 | $ 15,422,000 |
Crashboxx acquisition | $ 1,025,000 | |
Purchase price allocation adjustments | $ 57,000 | |
Balance at end of period | $ 16,508,000 | $ 15,479,000 |
Crashboxx [Member] | ||
Goodwill [Line Items] | ||
Crashboxx acquisition | $ 1,025,000 |
GOODWILL AND OTHER INTANGIBLE36
GOODWILL AND OTHER INTANGIBLE ASSETS (Narrative) (Details) - USD ($) | Apr. 17, 2015 | Nov. 30, 2015 | Nov. 30, 2014 |
Business Acquisition [Line Items] | |||
Additions | $ 1,026,000 | ||
Crashboxx acquisition | 1,025,000 | ||
Developed Technology [Member] | |||
Business Acquisition [Line Items] | |||
Additions | 930,000 | ||
Crashboxx [Member] | |||
Business Acquisition [Line Items] | |||
Acquistion date | Apr. 17, 2015 | ||
Payment to acquire business | $ 1,500,000 | ||
Estimated fair value of future earn-out payments | $ 455,000 | ||
Term of revenues | 5 years | ||
Crashboxx acquisition | $ 1,025,000 | ||
Crashboxx [Member] | Developed Technology [Member] | |||
Business Acquisition [Line Items] | |||
Additions | $ 930,000 |
GOODWILL AND OTHER INTANGIBLE37
GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Other Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Feb. 28, 2015 | |
Other intangible assets: | |||||
Beginning balance | $ 40,377 | ||||
Additions | 1,026 | ||||
Retirements | (4,231) | ||||
Ending balance | $ 37,172 | 37,172 | |||
Beginning balance | 17,781 | ||||
Expense | 1,663 | $ 1,635 | 4,962 | $ 4,952 | |
Retirements | (4,231) | ||||
Ending balance | 18,512 | 18,512 | |||
Net | 18,660 | $ 18,660 | $ 22,596 | ||
Supply Contract [Member] | |||||
Other intangible assets: | |||||
Amortization period | 5 years | ||||
Beginning balance | $ 2,220 | ||||
Additions | |||||
Retirements | |||||
Ending balance | 2,220 | $ 2,220 | |||
Beginning balance | 1,247 | ||||
Expense | $ 324 | ||||
Retirements | |||||
Ending balance | 1,571 | $ 1,571 | |||
Net | 649 | 649 | 973 | ||
Developed Technology [Member] | |||||
Other intangible assets: | |||||
Beginning balance | 16,151 | ||||
Additions | 930 | ||||
Retirements | (3,001) | ||||
Ending balance | 14,080 | 14,080 | |||
Beginning balance | 7,126 | ||||
Expense | 1,720 | ||||
Retirements | (3,001) | ||||
Ending balance | 5,845 | 5,845 | |||
Net | 8,235 | $ 8,235 | 9,025 | ||
Developed Technology [Member] | Minimum [Member] | |||||
Other intangible assets: | |||||
Amortization period | 2 years | ||||
Developed Technology [Member] | Maximum [Member] | |||||
Other intangible assets: | |||||
Amortization period | 7 years | ||||
Tradename [Member] | |||||
Other intangible assets: | |||||
Amortization period | 7 years | ||||
Beginning balance | $ 2,130 | ||||
Additions | $ 13 | ||||
Retirements | |||||
Ending balance | 2,143 | $ 2,143 | |||
Beginning balance | 1,217 | ||||
Expense | $ 229 | ||||
Retirements | |||||
Ending balance | 1,446 | $ 1,446 | |||
Net | 697 | 697 | 913 | ||
Customer Lists [Member] | |||||
Other intangible assets: | |||||
Beginning balance | $ 19,438 | ||||
Additions | |||||
Retirements | $ (1,138) | ||||
Ending balance | 18,300 | 18,300 | |||
Beginning balance | 7,949 | ||||
Expense | 2,660 | ||||
Retirements | (1,138) | ||||
Ending balance | 9,471 | 9,471 | |||
Net | 8,829 | $ 8,829 | 11,489 | ||
Customer Lists [Member] | Minimum [Member] | |||||
Other intangible assets: | |||||
Amortization period | 5 years | ||||
Customer Lists [Member] | Maximum [Member] | |||||
Other intangible assets: | |||||
Amortization period | 7 years | ||||
Covenants not to Compete [Member] | |||||
Other intangible assets: | |||||
Amortization period | 5 years | ||||
Beginning balance | $ 262 | ||||
Additions | |||||
Retirements | $ (92) | ||||
Ending balance | 170 | 170 | |||
Beginning balance | 187 | ||||
Expense | 25 | ||||
Retirements | (92) | ||||
Ending balance | 120 | 120 | |||
Net | 50 | $ 50 | 75 | ||
Patents [Member] | |||||
Other intangible assets: | |||||
Amortization period | 5 years | ||||
Beginning balance | $ 176 | ||||
Additions | $ 83 | ||||
Retirements | |||||
Ending balance | 259 | $ 259 | |||
Beginning balance | 55 | ||||
Expense | $ 4 | ||||
Retirements | |||||
Ending balance | 59 | $ 59 | |||
Net | $ 200 | $ 200 | $ 121 |
GOODWILL AND OTHER INTANGIBLE38
GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | Feb. 28, 2015 |
Fiscal Year | ||
2016 (remainder) | $ 1,672 | |
2,017 | 6,686 | |
2,018 | 6,233 | |
2,019 | 2,887 | |
2,020 | 880 | |
Thereafter | 302 | |
Net | $ 18,660 | $ 22,596 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015USD ($) | Sep. 30, 2015GBP (£) | Nov. 30, 2015USD ($) | Nov. 30, 2014USD ($) | Nov. 30, 2015USD ($) | Nov. 30, 2014USD ($) | Feb. 28, 2015USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||
Deferred compensation plan assets | $ 3,526,000 | $ 3,526,000 | $ 2,222,000 | ||||
Investment in affiliate | 1,784,000 | 1,784,000 | |||||
Other | 677,000 | 677,000 | $ 915,000 | ||||
Total | 5,987,000 | 5,987,000 | 3,137,000 | ||||
Deferred compensation plan liabilities | 3,543,000 | 3,543,000 | $ 2,246,000 | ||||
Investment in equity method investment | 2,156,000 | ||||||
Equity in net loss of affiliate | (326,000) | (326,000) | |||||
Foreign currency cumulative translation adjustment | (46,000) | $ (46,000) | |||||
Smart Driver Club Limited [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment in equity method investment | $ 2,156,000 | £ 1,400,000 | |||||
Equity in net loss of affiliate | (326,000) | ||||||
Foreign currency cumulative translation adjustment | $ (46,000) |
FINANCING ARRANGEMENTS (Bank Cr
FINANCING ARRANGEMENTS (Bank Credit Facility) (Details) - Line of Credit [Member] $ in Millions | 9 Months Ended |
Nov. 30, 2015USD ($) | |
Bank Credit Facility | |
Maximum borrowing capacity | $ 15 |
Maximum borrowing capacity, percent of eligible accounts receivable | 85.00% |
Maturity date | Mar. 1, 2017 |
FINANCING ARRANGEMENTS (Long-te
FINANCING ARRANGEMENTS (Long-term Debt) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 9 Months Ended | ||
May. 31, 2015 | Nov. 30, 2015 | Nov. 30, 2014 | Apr. 17, 2015 | |
Debt Instrument [Line Items] | ||||
Issuance costs attributable to the liability component | $ 5,291 | |||
Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt issuance | $ 172,500 | $ 172,500 | ||
Interest rate (as a percent) | 1.625% | 1.625% | ||
Net proceeds from sale of the Notes | $ 167,200 | |||
Unamortized issuance costs | 5,300 | $ 3,890 | ||
Net proceeds used to pay the cost of the convertible note hedge transactions | $ 15,400 | |||
Maturity date | May 15, 2020 | |||
Conversion rate of shares of common stock | 36.2398 | |||
Conversion price (in dollars per share) | $ 27.594 | |||
Percentage of repurchase price of the principal amount | 100.00% | |||
Maximum number of shares of common stock that could be issued, following certain corporate events that occur prior to maturity | 2.5 | |||
Discount rate (as a percent) | 6.20% | |||
Conversion premium | $ 33,600 | |||
Debt discount to be amortized | $ 30,509 | $ 33,600 | ||
Effective interest rate | 6.20% | |||
Deferred tax asset related to notes issuance | $ 400 | |||
Deferred tax asset related to equity component of issuance costs | 1,000 | |||
Fair value of the Notes | 165,000 | $ 138,900 | ||
Deferred tax effect of conversion feature | 16,000 | |||
Issuance costs attributable to the liability component | $ 4,300 | |||
Debt Instrument, Covenant Description | The Indenture contains customary terms and conditions, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes, by notice to the Company and the Trustee, may declare 100% of the principal amount of, and accrued and unpaid interest, if any, on all the Notes then outstanding to be due and payable immediately. Such events of default include, without limitation, the default by the Company or any of its subsidiaries with respect to indebtedness for borrowed money in excess of $10 million and the entry of judgments for the payment of $10 million or more against the Company or any of its subsidiaries which are not paid, discharged or stayed within 60 days. |
FINANCING ARRANGEMENTS (Schedul
FINANCING ARRANGEMENTS (Schedule of Balances Attributable to Notes) (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
May. 31, 2015 | Nov. 30, 2015 | Apr. 17, 2015 | Feb. 28, 2015 | |
Liability component: | ||||
1.625% Convertible senior unsecured notes | $ 138,101 | |||
Convertible Senior Notes [Member] | ||||
Liability component: | ||||
Principal | $ 172,500 | 172,500 | ||
Less: Unamortized debt discount | (30,509) | $ (33,600) | ||
Unamortized debt issuance costs | $ (5,300) | (3,890) | ||
1.625% Convertible senior unsecured notes | $ 138,101 |
FINANCING ARRANGEMENTS (Note He
FINANCING ARRANGEMENTS (Note Hedge and Warrant Arrangements) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 30, 2015 | Nov. 30, 2015 | Nov. 30, 2014 |
Debt Instrument [Line Items] | |||
Purchase of note hedges, net of tax | $ (19,324) | ||
Proceeds from issuance of warrants | $ 15,991 | ||
Warrant [Member] | |||
Debt Instrument [Line Items] | |||
Strike price of underlie convertible notes (in dollars per share) | $ 39.42 | ||
Percentage of premium on sale price of common stock | 100.00% | ||
Share price (in dollars per share) | $ 19.71 | ||
Note Hedge [Member] | |||
Debt Instrument [Line Items] | |||
Number of common stock with hedge transactions | 6,250 | ||
Principal amount | $ 172,500 | ||
Payments for notes hedges | 31,300 | ||
Purchase of note hedges, net of tax | $ 19,300 | ||
Conversion price for the Notes | $ 27.594 | ||
Issue discount interest deductible for income tax purposes | $ 31,300 | ||
Deferred tax asset | $ 12,000 |
FINANCING ARRANGEMENTS (Contrac
FINANCING ARRANGEMENTS (Contractual Cash Obligations) (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | May. 31, 2015 |
Operating leases | ||
2016 (remainder) | $ 491 | |
2,017 | 2,308 | |
2,018 | 1,937 | |
2,019 | 1,569 | |
2,020 | 890 | |
Thereafter | 162 | |
Total | 7,357 | |
Purchase obligations | ||
2016 (remainder) | $ 48,691 | |
2,017 | ||
2,018 | ||
2,019 | ||
2,020 | ||
Thereafter | ||
Total | $ 48,691 | |
Total contractual obligations | ||
2016 (remainder) | 49,182 | |
2,017 | 9,621 | |
2,018 | 6,243 | |
2,019 | 4,372 | |
2,020 | 3,693 | |
Thereafter | 174,064 | |
Total | $ 247,175 | |
Other Contractual Commitments [Member] | ||
Commitments | ||
2016 (remainder) | ||
2,017 | $ 4,510 | |
2,018 | $ 1,503 | |
2,019 | ||
2,020 | ||
Thereafter | ||
Total | $ 6,013 | |
Convertible Senior Notes [Member] | ||
Debt | ||
2016 (remainder) | ||
2,017 | ||
2,018 | ||
2,019 | ||
2,020 | ||
Thereafter | $ 172,500 | |
Total | $ 172,500 | $ 172,500 |
Commitments | ||
2016 (remainder) | ||
2,017 | $ 2,803 | |
2,018 | 2,803 | |
2,019 | 2,803 | |
2,020 | 2,803 | |
Thereafter | 1,402 | |
Total | $ 12,614 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 9 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
INCOME TAXES [Abstract] | ||
Effective income tax rate | 37.40% | 37.40% |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
EARNINGS PER SHARE [Abstract] | ||||
Basic weighted average number of common shares outstanding | 36,319 | 35,901 | 36,138 | 35,735 |
Effect of stock options, restricted stock and restricted stock units computed on treasury stock method | 484 | 625 | 590 | 773 |
Diluted weighted average number of common shares outstanding | 36,803 | 36,526 | 36,728 | 36,508 |
Shares underlying stock options excluded from calculation of diluted earnings per share | 242 | 146 | 242 | 146 |
Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion price (in dollars per share) | $ 27.594 | $ 27.594 |
STOCK-BASED COMPENSATION (Sched
STOCK-BASED COMPENSATION (Schedule of Stock-based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 1,602 | $ 1,168 | $ 4,211 | $ 2,924 |
Cost of revenues [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 51 | 65 | 170 | 176 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 217 | 171 | 579 | 452 |
Selling [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 325 | 178 | 820 | 418 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 1,009 | $ 754 | $ 2,642 | $ 1,878 |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary of Stock Option Activity) (Details) shares in Thousands | 9 Months Ended |
Nov. 30, 2015$ / sharesshares | |
Number of Options | |
Outstanding at February 28, 2015 | shares | 1,007 |
Granted | shares | 82 |
Exercised | shares | (145) |
Forfeited or expired | shares | (1) |
Outstanding at November 30, 2015 | shares | 943 |
Exercisable at November 30, 2015 | shares | 771 |
Weighted Average Exercise Price | |
Outstanding at February 28, 2015 | $ / shares | $ 5.80 |
Granted | $ / shares | 17.54 |
Exercised | $ / shares | 4.08 |
Forfeited or expired | $ / shares | 1.80 |
Outstanding at November 30, 2015 | $ / shares | 7.08 |
Exercisable at November 30, 2015 | $ / shares | $ 5.06 |
STOCK-BASED COMPENSATION (Sum49
STOCK-BASED COMPENSATION (Summary of Restricted Stock Shares and RSUs Activity) (Details) - Restricted Stock Units (Rsus) and Performance Stock Units (PSU's) [Member] shares in Thousands | 9 Months Ended |
Nov. 30, 2015$ / sharesshares | |
Number of Restricted Shares, PSUs and RSUs | |
Outstanding at February 28, 2015 | shares | 886 |
Granted | shares | 509 |
Vested | shares | (389) |
Forfeited | shares | (33) |
Outstanding at November 30, 2015 | shares | 973 |
Weighted Average Grant Date Fair Value | |
Outstanding at February 28, 2015 | $ / shares | $ 12.90 |
Granted | $ / shares | 17.74 |
Vested | $ / shares | 9.49 |
Forfeited | $ / shares | 14.99 |
Outstanding at November 30, 2015 | $ / shares | $ 16.72 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) $ in Millions | 9 Months Ended |
Nov. 30, 2015USD ($)shares | |
STOCK-BASED COMPENSATION [Abstract] | |
Vested restricted stock and RSUs retained to cover the the minimum required statutory amount of withholding taxes (Shares) | shares | 141,634 |
Unrecognized share-based compensation cost | $ | $ 15.1 |
Unrecognized compensation cost, recognition period | 2 years 10 months 24 days |
CONCENTRATION OF RISK (Details)
CONCENTRATION OF RISK (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Feb. 28, 2015 | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer One from Satellite Business Unit [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 16.00% | 14.00% | 13.00% | 16.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer One from Wireless Datacom Segment [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 10.00% | ||||
Accounts receivable [Member] | Customer Concentration Risk [Member] | Customer One from Satellite Business Unit [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 12.00% | 12.00% | |||
Accounts receivable [Member] | Customer Concentration Risk [Member] | Customer One from Wireless Datacom Segment [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 16.00% | 15.00% | |||
Inventory purchases [Member] | Supplier Concentration Risk [Member] | Major Supplier One [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 55.00% | 59.00% | |||
Inventory purchases [Member] | Supplier Concentration Risk [Member] | Major Supplier Two [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 16.00% | ||||
Accounts payable [Member] | Supplier Concentration Risk [Member] | Major Supplier One [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 58.00% | ||||
Accounts payable [Member] | Supplier Concentration Risk [Member] | Major Supplier Two [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 14.00% |
PRODUCT WARRANTIES (Details)
PRODUCT WARRANTIES (Details) - Product Warranty [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at beginning of period | $ 1,819 | $ 1,516 |
Charged to costs and expenses | 1,088 | 1,097 |
Deductions | (781) | (778) |
Balance at end of period | $ 2,126 | $ 1,835 |
OTHER FINANCIAL INFORMATION (Sc
OTHER FINANCIAL INFORMATION (Schedule of Other Non-Current Liabilities) (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | Feb. 28, 2015 |
OTHER FINANCIAL INFORMATION [Abstract] | ||
Deferred compensation plan liability | $ 3,543 | $ 2,246 |
Deferred revenue | 1,203 | 1,652 |
Deferred rent | 621 | $ 329 |
Acquisition-related contingent consideration | 499 | |
Total other non-current liabilities | $ 5,866 | $ 4,227 |
OTHER FINANCIAL INFORMATION (54
OTHER FINANCIAL INFORMATION (Schedule of Investment Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
OTHER FINANCIAL INFORMATION [Abstract] | ||||
Unrealized gains (losses) on marketable securities | $ 110 | $ (2) | $ (27) | $ (5) |
Investment income on cash equivalents and marketable securities | 250 | 16 | 538 | 41 |
Investment income (loss) on Rabbi Trust assets | 78 | 23 | (88) | 92 |
Total investment income | $ 438 | $ 37 | $ 423 | $ 128 |
OTHER FINANCIAL INFORMATION (55
OTHER FINANCIAL INFORMATION (Schedule of Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | |
Interest expense on convertible senior unsecured notes: | |||||
Stated interest at 1.625% per annum | $ 685 | $ 1,567 | |||
Amortization of note discount | 1,370 | 3,106 | |||
Amortization of debt issue costs | 175 | 396 | |||
Interest expense on convertible notes | 2,230 | 5,069 | |||
Other interest expense | 22 | $ 49 | 111 | $ 236 | |
Total interest expense | $ 2,252 | $ 49 | $ 5,180 | $ 236 | |
Convertible Senior Notes [Member] | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Interest rate (as a percent) | 1.625% | 1.625% | 1.625% |
OTHER FINANCIAL INFORMATION (56
OTHER FINANCIAL INFORMATION (Schedule of Cash Payments for Interest and Income Taxes) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
OTHER FINANCIAL INFORMATION [Abstract] | ||
Interest expense paid | $ 1,511 | $ 4 |
Income tax paid | $ 365 | $ 280 |
OTHER FINANCIAL INFORMATION (57
OTHER FINANCIAL INFORMATION (Schedule of Non-cash Investing and Financing Activities) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Acquisition of Crashboxx in April 2015: | ||
Accrued liability for earn-out consideration | $ 455 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 74,675 | $ 63,225 | $ 209,912 | $ 181,416 |
Gross profit | $ 26,574 | $ 22,104 | $ 75,403 | $ 62,819 |
Gross margin, percentage | 35.60% | 35.00% | 35.90% | 34.60% |
Operating income | $ 8,613 | $ 6,455 | $ 23,555 | $ 16,092 |
Operating Segments [Member] | Wireless Datacom [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 62,842 | 54,580 | 182,487 | 152,631 |
Gross profit | $ 23,416 | $ 20,078 | $ 68,102 | $ 55,440 |
Gross margin, percentage | 37.30% | 36.80% | 37.30% | 36.30% |
Operating income | $ 7,821 | $ 6,579 | $ 23,036 | $ 14,904 |
Operating Segments [Member] | Satellite [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 11,833 | 8,645 | 27,425 | 28,785 |
Gross profit | $ 3,158 | $ 2,026 | $ 7,301 | $ 7,379 |
Gross margin, percentage | 26.70% | 23.40% | 26.60% | 25.60% |
Operating income | $ 1,983 | $ 914 | $ 3,964 | $ 4,070 |
Corporate Expenses [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | $ (1,191) | $ (1,038) | $ (3,445) | $ (2,882) |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - LoJack Corporation [Member] - Subsequent Event [Member] - Scenario, Forecast [Member] $ / shares in Units, $ in Millions | Dec. 10, 2015USD ($)$ / shares |
Subsequent Event [Line Items] | |
Share price | $ / shares | $ 5.50 |
Aggregate value | $ | $ 113 |