Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Feb. 28, 2017 | May 02, 2017 | Aug. 31, 2016 | |
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-K | ||
Amendment Flag | false | ||
Document Period End Date | Feb. 28, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 511,619,000 | ||
Entity Common Stock, Shares Outstanding | 35,349,104 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Feb. 28, 2017 | Feb. 29, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 93,706 | $ 139,388 |
Short-term marketable securities | 6,722 | 88,718 |
Accounts receivable, less allowance for doubtful accounts of $962 and $622 at February 28, 2017 and 2016, respectively | 67,403 | 49,432 |
Inventories | 29,279 | 16,731 |
Prepaid expenses and other current assets | 9,595 | 4,498 |
Total current assets | 206,705 | 298,767 |
Property, equipment and improvements, net of accumulated depreciation and amortization | 21,162 | 11,225 |
Deferred income tax assets | 27,504 | 30,213 |
Goodwill | 72,980 | 16,508 |
Other intangible assets, net | 67,223 | 17,010 |
Other assets | 12,565 | 10,640 |
Total assets | 408,139 | 384,363 |
Current liabilities: | ||
Accounts payable | 30,266 | 24,938 |
Accrued payroll and employee benefits | 7,955 | 6,814 |
Deferred revenue | 14,662 | 9,438 |
Other current liabilities | 24,958 | 8,375 |
Total current liabilities | 77,841 | 49,565 |
1.625% convertible senior unsecured notes | 146,827 | 139,800 |
Other non-current liabilities | 20,229 | 5,551 |
Total liabilities | 244,897 | 194,916 |
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;35,330 and 36,667 shares issued and outstanding at February 28, 2017 and 2016, respectively | 353 | 367 |
Additional paid-in capital | 211,187 | 229,159 |
Accumulated deficit | (47,757) | (39,853) |
Accumulated other comprehensive loss | (541) | (226) |
Total stockholders' equity | 163,242 | 189,447 |
Total Liabilities and Stockholders' Equity | $ 408,139 | $ 384,363 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Feb. 28, 2017 | Feb. 29, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in dollars) | $ 962 | $ 622 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000 | 3,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000 | 80,000 |
Common stock, shares issued | 35,330 | 36,667 |
Common stock, shares outstanding | 35,330 | 36,667 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Revenues: | |||
Products | $ 291,685 | $ 237,981 | $ 209,895 |
Application subscriptions and other services | 59,417 | 42,738 | 40,711 |
Total revenues | 351,102 | 280,719 | 250,606 |
Cost of revenues: | |||
Products | 178,012 | 158,689 | 144,911 |
Application subscriptions and other services | 29,738 | 19,071 | 18,291 |
Total cost of revenues | 207,750 | 177,760 | 163,202 |
Gross profit | 143,352 | 102,959 | 87,404 |
Operating expenses: | |||
Research and development | 22,005 | 19,803 | 19,854 |
Selling | 49,044 | 23,380 | 20,442 |
General and administrative | 57,119 | 25,065 | 15,578 |
Intangible asset amortization | 15,061 | 6,626 | 6,590 |
Total operating expenses | 143,229 | 74,874 | 62,464 |
Operating income | 123 | 28,085 | 24,940 |
Non-operating income (expense): | |||
Investment income | 1,691 | 1,871 | 224 |
Interest expense | (9,896) | (7,595) | (296) |
Other expense | (101) | (20) | (68) |
Total non-operating income (expense) | (8,306) | (5,744) | (140) |
Income (loss) before income taxes and equity in net loss of affiliate | (8,183) | 22,341 | 24,800 |
Income tax benefit (provision) | 1,563 | (4,572) | (8,292) |
Income (loss) before equity in net loss of affiliate | (6,620) | 17,769 | 16,508 |
Equity in net loss of affiliate | (1,284) | (829) | |
Net income (loss) | $ (7,904) | $ 16,940 | $ 16,508 |
Earnings (loss) per share: | |||
Basic | $ (0.22) | $ 0.46 | $ 0.46 |
Diluted | $ (0.22) | $ 0.46 | $ 0.45 |
Shares used in computing earnings (loss) per share: | |||
Basic | 35,917 | 36,448 | 35,784 |
Diluted | 35,917 | 36,950 | 36,530 |
Comprehensive income (loss): | |||
Net income (loss) | $ (7,904) | $ 16,940 | $ 16,508 |
Other comprehensive loss: | |||
Foreign currency translation adjustments | (280) | (161) | |
Unrealized loss on equity investment in French licensee, net of tax | (35) | ||
Total comprehensive income (loss) | $ (8,219) | $ 16,779 | $ 16,508 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balances at Feb. 28, 2014 | $ 359 | $ 206,154 | $ (73,301) | $ (65) | $ 133,147 |
Balances (in shares) at Feb. 28, 2014 | 35,859 | ||||
Net income (loss) | 16,508 | 16,508 | |||
Stock-based compensation expense | 4,100 | 4,100 | |||
Issuance of shares for restricted stock awards | $ 1 | (1) | |||
Issuance of shares for restricted stock awards (in shares) | 106 | ||||
Shares issued on net share settlement of equity awards | $ 1 | (3,089) | (3,088) | ||
Shares issued on net share settlement of equity awards (in shares) | 117 | ||||
Exercise of stock options | $ 1 | 717 | 718 | ||
Exercise of stock options (in shares) | 143 | ||||
Foreign currency cumulative translation adjustment | |||||
Balances at Feb. 28, 2015 | $ 362 | 207,881 | (56,793) | (65) | 151,385 |
Balances (in shares) at Feb. 28, 2015 | 36,225 | ||||
Net income (loss) | 16,940 | 16,940 | |||
Stock-based compensation expense | 5,854 | 5,854 | |||
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 | $ 1 | (2,626) | (2,625) | ||
Shares issued on net share settlement of equity awards (in shares) | 99 | ||||
Exercise of stock options | $ 3 | 1,280 | 1,283 | ||
Exercise of stock options (in shares) | 228 | ||||
Foreign currency cumulative translation adjustment | (161) | (161) | |||
Balances at Feb. 29, 2016 | $ 367 | 229,159 | (39,853) | (226) | 189,447 |
Balances (in shares) at Feb. 29, 2016 | 36,667 | ||||
Net income (loss) | (7,904) | (7,904) | |||
Stock-based compensation expense | 7,833 | 7,833 | |||
Issuance of shares for restricted stock awards | $ 1 | (1) | |||
Issuance of shares for restricted stock awards (in shares) | 149 | ||||
Shares issued on net share settlement of equity awards | $ 2 | (1,782) | (1,782) | ||
Shares issued on net share settlement of equity awards (in shares) | 150 | ||||
Exercise of stock options | $ 1 | 960 | 961 | ||
Exercise of stock options (in shares) | 125 | ||||
Repurchase of common stock | $ (18) | (24,982) | (25,000) | ||
Repurchase of common stock (in shares) | (1,761) | ||||
Foreign currency cumulative translation adjustment | (280) | ||||
Other comprehensive loss, net of tax | (315) | (315) | |||
Balances at Feb. 28, 2017 | $ 353 | $ 211,187 | $ (47,757) | $ (541) | $ 163,242 |
Balances (in shares) at Feb. 28, 2017 | 35,330 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (7,904) | $ 16,940 | $ 16,508 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation expense | 8,408 | 3,582 | 2,796 |
Intangible assets amortization expense | 15,061 | 6,626 | 6,590 |
Stock-based compensation expense | 7,833 | 5,854 | 4,100 |
Amortization of convertible debt issue costs and discount | 7,027 | 5,201 | |
Deferred tax assets, net | (2,735) | 4,122 | 7,927 |
Gain on investment in LoJack common stock | (1,416) | ||
Equity in net loss of affiliate | 1,284 | 829 | |
Impairment of internal use software | 1,364 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 3,090 | (1,515) | (11,058) |
Inventories | 221 | 1,935 | (3,704) |
Prepaid expenses and other assets | (178) | (280) | (2,076) |
Accounts payable | (4,623) | 926 | 3,504 |
Accrued liabilities | (5,171) | 5,972 | 1,314 |
Deferred revenue | 2,151 | (1,310) | 2,497 |
Other | (32) | (66) | 247 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 25,796 | 47,400 | 28,645 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from maturities of marketable securities | 114,426 | 71,991 | 15,145 |
Purchases of marketable securities | (32,430) | (150,532) | (16,304) |
Capital expenditures | (7,962) | (4,317) | (7,437) |
Acquisition of CrashBoxx | (1,500) | ||
Acquisition of LoJack, net of cash acquired | (116,982) | (4,050) | |
Equity investment in and advances to affiliate | (2,636) | (2,156) | |
Other | (2) | (110) | (55) |
NET CASH USED IN INVESTING ACTIVITIES | (45,586) | (90,674) | (8,651) |
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 | ||
Net repayments of bank term loan | |||
Payment of acquisition-related note and contingent consideration | (2,037) | (2,673) | |
Repurchases of common stock | (25,000) | ||
Taxes paid related to net share settlement of vested equity awards | (1,780) | (2,625) | (3,088) |
Proceeds from exercise of stock options | 961 | 1,283 | 718 |
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES | (25,819) | 148,478 | (5,043) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (73) | ||
Net change in cash and cash equivalents | (45,682) | 105,204 | 14,951 |
Cash and cash equivalents at beginning of year | 139,388 | 34,184 | 19,233 |
Cash and cash equivalents at end of year | $ 93,706 | $ 139,388 | $ 34,184 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 28, 2017 | |
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 Internet of Things (IoT) enablement solutions for a broad array of mobile and fixed applications serving multiple vertical markets worldwide. The Company was organized into two segments during fiscal 2017 - Wireless DataCom, comprising all of our current operations and Satellite, a legacy business that we brought to a close effective August 31, 2016. Since September 1, 2016, our business operates under a single segment Wireless DataCom. In March 2016, the Company acquired all outstanding common stock of LoJack Corporation (LoJack), a global leader in products and services for tracking and recovering cars, trucks and other valuable mobile assets. See Note 2 for a description of this acquisition. Products of the Company's Satellite segment were sold to EchoStar, an affiliate of Dish Network, for incorporation into complete subscription satellite television systems. In April 2016, EchoStar notified the Company that it would stop purchasing products from the Company at the end of its then-current product demand forecast as a result of a consolidation of its supplier base. EchoStars product demand forecast with the Company extended through August 2016, and the products covered by this forecast were substantially all shipped prior to August 31, 2016. In light of the fact that EchoStar accounted for essentially all of the revenues of the Satellite segment, the Companys Satellite business was shut down effective August 31, 2016. Principles of Consolidation The consolidated financial statements include the accounts of the Company (a Delaware corporation) and its subsidiaries, all of which are wholly-owned. All significant intercompany transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Areas where significant judgments are made include, but are not necessarily limited to, allowance for doubtful accounts, inventory valuation, product warranties, deferred income tax asset valuation allowances, valuation of purchased intangible assets and other long-lived assets, stock-based compensation, and revenue recognition. Fiscal Year The Companys fiscal year ends on the last day of February. In these consolidated financial statements, the fiscal year end for all years is shown as February 28 for clarity of presentation. The actual period end date for fiscal 2016 was February 29, 2016. 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. For product sales that are not bundled with an application service, these criteria are generally 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) and Platform-as-a-Service (PaaS) subscriptions for its fleet management and vehicle finance applications through 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. Generally, the Company defers the recognition of revenue for the products that are sold with application subscriptions because the products are not functional without the application services. 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, respectively, 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 over the period the services are provided. When customers prepay application subscription renewals, such amounts are recorded as deferred revenues and are recognized ratably over the renewal term. In the United States, the Company generally recognizes revenue on LoJack product sales that have no associated continuing service obligations on the part of the Company upon installation of the products. Revenue relating to sales made to the Companys third party installation partners, who purchase the Companys products and perform installations themselves, is recognized upon shipment, which is prior to the installation of the related products in the end users vehicle. Revenue from the sales of products to international licensees is recognized when shipment of the products to the licensee has occurred and collection is reasonably assured.. In the United States, sales of a combined LoJack and Early Warning Unit constitute a multiple element arrangement under ASC 605 subtopic 25. The combined LoJack and Early Warning Unit includes LoJack Unit hardware, Early Warning hardware, installation service, and an Early Warning ongoing automated notification service, which is provided over the period of vehicle ownership. The delivered elements of a multiple element arrangement (LoJack Unit hardware and Early Warning Hardware and installation service) must meet certain criteria to qualify each component of the combined LoJack and Early Warning Unit for separate accounting. The Company performed an analysis and determined that each of the delivered elements in the arrangement qualify for separate accounting based on the applicable guidance. The LoJack and Early Warning hardware and installation service components of each sale are considered to have met delivery requirements for revenue recognition upon installation of the LoJack and Early Warning Unit; however, revenue from the ongoing notification service, as well as the tracking and recovery service in Canada, are deferred and recognized over an estimated life of new vehicle ownership. In Italy, the purchase of an initial vehicle monitoring service contract is a requirement at the time the consumer purchases a LoJack product. Revenue for these contracts is recognized over the life of the contract. These contracts, which are sold separately from the LoJack hardware, are offered for terms ranging from 8 to 96 months and are generally payable in full upon activation of the related unit or renewal of a previous contract. Customers are also offered a month-to-month option for service contracts. The Company offers several types of extended warranty contracts in the United States related to its LoJack products. For those contracts for which an independent third party insurer, and not the Company, is the primary obligor, the Company recognizes revenue at the time of the sale of the extended warranty. For those warranty contracts as to which the Company is the primary obligor, revenue is deferred and is recognized over five years, which is the estimated life of new vehicle ownership. For the majority of extended warranty contracts originated after 2011, the Company sells the contract to an independent third party insurer and accordingly recognizes revenue at the time of sale. For those warranties for which an independent third party insurer, and not the Company, is the primary obligor, the Company records revenue on a gross basis, with related costs being included in cost of goods sold. The Company considered the factors associated with gross vs. net revenue recording and determined that despite not being the primary obligor for these arrangements, gross revenue reporting was deemed appropriate based on the relevant accounting guidance. Specifically, the Company has latitude in establishing price; it can change the product offering; it has discretion in supplier selection; it is involved in the determination of product or service specifications; it bears the credit risk; and the amount that it earns on each contract is not fixed. 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. Concentrations of Risk Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit, and are therefore considered by management to bear minimal credit risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, marketable securities and trade receivables. One Wireless DataCom customer in the heavy equipment industry accounted for 12% and 15% of consolidated accounts receivable at February 28, 2017 and 2016, respectively. The Company has contract manufacturing arrangements with sole source suppliers for LoJack stolen vehicle recovery products and transmission towers. One such supplier accounted for 11% of the Companys total inventory purchases in fiscal 2017, and 8% of the Companys total accounts payable as of February 28, 2017. Some of the Companys other components, assemblies and electronic manufacturing services are also purchased from sole source suppliers. In addition, a substantial portion of the Companys inventory is purchased from one supplier that functions as an independent foreign procurement agent and contract manufacturer. This supplier accounted for 34%, 56% and 59% of the Companys total inventory purchases in fiscal years 2017, 2016 and 2015, respectively. As of February 28, 2017, this supplier accounted for 33% of the Companys total accounts payable. Another supplier accounted for 14% and 16% of the Companys total inventory purchases in fiscal 2017 and 2016, respectively, and 18% of the Companys total accounts payable as of February 28, 2017. EchoStar accounted for 4%, 14% and 15% of consolidated revenues in fiscal years 2017, 2016 and 2015, respectively. In August 2016, EchoStar ceased purchasing products from CalAmp. Allowance for Doubtful Accounts The Company establishes an allowance for estimated bad debts based upon a review and evaluation of specific customer accounts identified as having known or expected collection problems based on historical experience or due to insolvency, disputes or other collection issues. Property, equipment and improvements Property, equipment and improvements are stated at the lower of cost or fair value determined through periodic impairment analyses. The Company follows the policy of capitalizing expenditures that increase asset lives, and expensing ordinary maintenance and repairs as incurred. Depreciation and amortization are based upon the estimated useful lives of the assets, with such amounts computed using the straight-line method. Plant equipment and office equipment are depreciated over useful lives ranging from two to seven years, while tooling is depreciated over 18 months. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. The Company capitalizes certain costs incurred in connection with developing or obtaining internal-use software and software that are embedded in a product and sold as part of the product as a whole. These costs are included in Property, Equipment and Improvements in the consolidated balance sheets and are amortized over useful lives ranging from three to seven years. Operating Leases Rent expense under operating leases is recognized on a straight-line basis over the lease term. The difference between recognized rent expense and the rent payment amount is recorded as an increase or decrease in deferred rent liability. The Company accounts for tenant allowances in lease agreements as a deferred rent credit, which is amortized on a straight-line basis over the lease term as a reduction of rent expense. Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over the value assigned to the net tangible assets and identifiable intangible assets of businesses acquired. Goodwill is not amortized. Instead, goodwill is tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performs its goodwill impairment test in the fourth fiscal quarter of each year. The Company did not recognize any impairment charges related to goodwill during fiscal years 2017, 2016 and 2015. The cost of definite-lived identified intangible assets is amortized over the assets' estimated useful lives ranging from two to ten years on a straight-line basis as no other discernible pattern of usage is more readily determinable. Accounting for Long-Lived Assets The Company reviews property, equipment and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of an asset may not be recoverable. Recoverability is measured by comparison of the asset's carrying amount to the undiscounted future net cash flows an asset is expected to generate. If a long-lived asset or group of assets is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset or asset group exceeds the discounted future cash flows that are projected to be generated by the asset or asset group. 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 or 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 managements 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. Warranty The Company generally warrants its products against defects over periods ranging from 12 to 24 months, depending upon the product. 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 consolidated balance sheets. See Note 14 for a table of annual increases in and reductions of the warranty reserve for each of the last three years. Deferred 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. Foreign Currency Translation and Accumulated Other Comprehensive Loss Account The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized in foreign currency translation included in Accumulated Other Comprehensive Loss in Stockholders Equity. The aggregate foreign currency transaction exchange rate losses included in determining income (loss) before income taxes were $103,000, $27,000 and $53,000 in fiscal years 2017, 2016 and 2015, respectively. Stock-Based Compensation The Company measures stock-based compensation expense at the grant date, based on the fair value of the equity award, and recognizes the expense over the employee's requisite service (vesting) period using the straight-line method. The measurement of stock-based compensation expense is based on several criteria including, but not limited to, the type of equity award, the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate and forfeiture rate. Certain of these inputs are subjective to some degree and are determined based in part on management's judgment. The Company recognizes the compensation expense on a straight-line basis for its graded-vesting awards. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. However, the cumulative compensation expense recognized in any period must at least equal the portion of the grant-date fair value associated with equity awards that are vested as of such period-end date. As used in this context, the term forfeitures is distinct from cancellations or expirations, and refers only to the unvested portion of the surrendered equity awards. Business Combinations The Company applies the provisions of ASC 805, Business Combinations, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period that exists up to 12 months from the acquisition date, the Company may record adjustments to the fair values of tangible and specifically identifiable intangible assets acquired and liabilities assumed with a corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, the impact of any subsequent adjustments to the fair values of assets acquired and liabilities assumed is included in the consolidated statements of operations. Costs to exit or restructure certain activities of an acquired company or the Companys internal operations are accounted for as a one-time termination and exit cost pursuant to ASC 420, Exit or Disposal Cost Obligations, and are accounted for separately from the business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in the Companys consolidated statement of operations in the period in which the liability is incurred. Uncertain income tax positions and tax-related valuation allowances that are acquired in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date, with any adjustments to the preliminary estimates being recorded to goodwill provided that such adjustments occur within the 12 month measurement period. Subsequent to the end of the measurement period or the Companys final determination of the value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax-related valuation allowances will affect the provision for income taxes in the consolidated statement of operations, and could have a material impact on results of operations and financial position. Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04). The new guidance eliminates Step 2 from the goodwill impairment test and, alternatively, requires that an entity measure the impairment of goodwill assigned to a reporting unit if the carrying value of assets and liabilities assigned to the reporting unit, including goodwill, exceed the reporting unit's fair value. The new guidance must be adopted for annual and interim goodwill tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for impairment calculations performed on testing dates after January 1, 2017. After the adoption of this standard, which will be applied prospectively, the Company will follow a one-step model for goodwill impairment. In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments - Credit Losses. This update amends the FASBs guidance on the impairment of financial instruments. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. This update is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not anticipate a significant impact on its consolidated financial statements upon adoption. In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation Stock Compensation: Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). This update is intended to simplify the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company will adopt ASU 2016-09 on March 1, 2017, the beginning of its fiscal 2018. At the time of adoption, the Company will record previously unrecognized deferred income tax assets of $11.7 million with an offsetting reduction of the accumulated deficit. The Company also expects that the adoption of this standard will result in greater volatility of its effective income tax rates in the future. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Early adoption is permitted. The Company is currently evaluating the impact of adoption of the new standard on its consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial InstrumentsOverall: Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). This standard revises an entitys accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASU 2014-09). The revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. In August 2015, the FASB approved the deferral of the new standard's effective date by one year. The new standard is effective for annual reporting periods beginning after December 15, 2017, and accordingly the Company is required to adopt this standard effective the beginning of its fiscal 2019. In addition, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12 in March 2016, April 2016 and May 2016, respectively, to provide interpretive clarifications on the new guidance in ASC Topic 606. The Company is currently developing an implementation roadmap and action plan for the adoption this standard. Reclassifications Certain amounts in the financial statements of prior years have been reclassified to conform to the fiscal 2017 presentation, with no effect on net earnings. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Feb. 28, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 2 ACQUISITIONS LoJack acquisition In March 2016, the Company acquired all outstanding common stock of LoJack. As a result of the acquisition, LoJack became a wholly-owned subsidiary of CalAmp and is consolidated with the Companys financial statements beginning March 15, 2016 as a component of the Companys Wireless DataCom business segment. The Company funded the acquisition from cash on hand. The total purchase price was $131.7 million, which included the $5.5 million fair value of the 850,100 shares of LoJack common stock that CalAmp purchased in the open market in November and December 2015, prior to entering into a definitive acquisition agreement with LoJack. The following is the final purchase price allocation for LoJack (in thousands): Purchase price $ 131,735 Less cash acquired, net of debt assumed (9,303 ) Net cash paid 122,432 Fair value of net assets acquired: Current assets other than cash $ 41,214 Property and equipment 11,910 Developed technology 8,200 Tradename 35,500 Customer lists 4,650 Dealer relationships 16,850 Other non-current assets 4,208 Deferred tax liability (5,466 ) Current liabilities (37,647 ) Deferred revenue, non-current (10,883 ) Other non-current liabilities (2,576 ) Total fair value of net assets acquired 65,960 Goodwill $ 56,472 The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired. The Company believes the acquisition aligns with its strategy to deliver innovative, next generation connected vehicle telematics technologies, thereby accelerating the Companys strategic roadmap in this large, growing market. Furthermore, the Company believes that combining CalAmp's leading portfolio of wireless connectivity devices, software, services and applications with LoJacks world-renowned brand, proprietary stolen vehicle recovery technology, unique relationships with U.S. law enforcement agencies, and strong relationships with auto dealers, heavy equipment providers and global licensees will create a market leader that is well-positioned to drive the broad adoption of connected vehicle telematics technologies and applications worldwide. The combined enterprise offers customers access to integrated, turnkey offerings that enable a multitude of high value applications encompassing vehicle security and enhanced driver safety. Furthermore, the combination of CalAmps and LoJacks technology offerings is expected to provide global customers with connected vehicle applications to help ensure that retail auto dealers remain competitive and relevant in todays rapidly evolving markets. The goodwill arising from the LoJack acquisition is not deductible for income tax purposes. The fair value of the LoJack trade receivables at March 15, 2016 was $21.2 million, comprised of a gross contractual amount of $22.3 million net of receivables of $1.1 million not expected to be collected. In connection with the acquisition of LoJack, the Company has assumed liabilities related to quality assurance programs, warranty claims and contract obligations which are included in accrued expenses and other current liabilities in the purchase price allocation described above. The fair value of inventories acquired included a purchase accounting fair value step-up of $4.5 million. In fiscal 2017, the Company recognized $4.3 million of this markup as a component of cost of revenues that reflects the extent to which the inventory that was subject to step-up was sold to the Companys customers in such period. Included in inventory as of February 28, 2017 was $0.2 million relating to the remaining fair value step-up associated with the LoJack acquisition. In August 2016, the Company received an independent appraisal of LoJacks property and equipment, which resulted in a purchase accounting fair value step-up of $2.5 million. In fiscal 2017, the Company recognized $0.7 million of this markup as a component of cost of revenues and operating expenses that reflects the extent to which the property, equipment and improvements that were subject to the step-up were depreciated. Acquisition and integration-related costs of $4.5 million and $2.0 million were included in the Company's statements of comprehensive income (loss) for fiscal 2017 and 2016, respectively. Revenues of LoJack included in the consolidated statements of operations for fiscal 2017 were $117.5 million. Post-acquisition earnings of LoJack on a standalone basis are impracticable to determine, because immediately following the acquisition CalAmp began to integrate LoJack into its existing operations. The following is unaudited pro forma consolidated financial information for the Company presented as if the acquisition of LoJack had occurred on March 1, 2015, the beginning of the Companys prior fiscal year (in thousands except per share amounts). Pro Forma Year Ended February 28, 2017 2016 Revenues $ 356,357 $ 408,464 Net income $ 1,132 $ 5,069 Earnings per share: Basic $ 0.03 $ 0.14 Diluted $ 0.03 $ 0.14 Shares used in computing earnings per share: Basic 35,917 36,448 Diluted 36,397 36,950 The following adjustments were included in the unaudited pro forma financial information (in thousands): Year Ended February 28, 2017 2016 LoJack standalone net income: From March 1 to March 14, 2016 $ 973 $ - For the year ended December 31, 2015 - 3,197 Increase (decrease) in revenue for fair valuation of deferred revenue 1,807 (1,807 ) (Increase) decrease in costs and expenses: Amortization of inventory step-up 4,339 (4,339 ) Amortization of intangible assets and depreciation of property, equipment and improvements acquired (309 ) (7,402 ) Acquisition and integration expenses 4,513 (4,168 ) Net increase (decrease) in pretax income (loss) 11,323 (14,519 ) Income tax effects (2,287 ) 2,648 Change in net income (loss) 9,036 (11,871 ) Net income (loss) as reported (7,904 ) 16,940 Pro forma net income $ 1,132 $ 5,069 The pro forma consolidated financial information is not necessarily indicative of what the Company's actual results of operations would have been had LoJack been included in the Company's historical consolidated financial statements for each of the fiscal years ended February 28, 2017 and 2016. In addition, the pro forma consolidated financial information does not attempt to project the future results of operations of the combined company. CrashBoxx acquisition 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 $1,500,000 and future earn-out payments. The aggregate estimated fair value of the earn-out payments is $455,000 based on projected revenues over a period of 5 years of products and services incorporating the acquired technology. The Company acquired developed technology from CrashBoxx with a fair value of $930,000 and paid a premium (i.e. goodwill) over the fair value of the identified assets acquired. The goodwill of $1,025,000 is primarily attributable to the benefit of the acquired proprietary automobile accident claims process automation technology. The goodwill arising from this acquisition is deductible for income tax purposes. |
CASH, CASH EQUIVALENTS AND INVE
CASH, CASH EQUIVALENTS AND INVESTMENTS | 12 Months Ended |
Feb. 28, 2017 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS AND INVESTMENTS | NOTE 3 CASH, CASH EQUIVALENTS AND INVESTMENTS The following tables summarize the Companys financial instrument assets as of February 28, 2017 and 2016 using the hierarchy described in Note 1 under the heading Fair Value Measurements (in thousands): As of February 28, 2017 Balance Sheet Classification of Fair Value Unrealized Cash and Short-Term Adjusted Gains Fair Cash Marketable Other Cost (Losses) Value Equivalents Securities Assets Cash $ 39,322 $ - $ 39,322 $ 39,322 $ - $ - Level 1: Money market funds 3,406 - 3,406 3,406 - - Mutual funds (1) 5,429 372 5,801 - - 5,801 Equity investment in French licensee (2) 296 (54 ) 242 - - 242 Level 2: Repurchase agreements 24,000 - 24,000 24,000 - - Corporate bonds 33,708 (8 ) 33,700 26,978 6,722 - Total $ 106,161 $ 310 $ 106,471 $ 93,706 $ 6,722 $ 6,043 As of February 28, 2016 Balance Sheet Classification of Fair Value Unrealized Cash and Short-Term Adjusted Gains Fair Cash Marketable Other Cost (Losses) Value Equivalents Securities Assets Cash $ 6,890 $ - $ 6,890 $ 6,890 $ - $ - Level 1: Mutual funds (1) 3,753 (383 ) 3,370 - - 3,370 LoJack common stock (3) 4,050 1,416 5,466 - - 5,466 Level 2: Repurchase agreements 130,900 - 130,900 130,900 - - Corporate bonds 82,300 (16 ) 82,284 1,556 80,728 Commercial paper 8,032 - 8,032 42 7,990 - Total $ 235,925 $ 1,017 $ 236,942 $ 139,388 $ 88,718 $ 8,836 (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. The deferred compensation plan liability is included in Other Non-current Liabilities in the accompanying consolidated balance sheets. (2) The equity investment in LoJacks French licensee, in the form of a publicly-traded common stock, is accounted for as an available-for-sale security and is valued at the quoted closing price on its market exchange. The related unrealized gains or losses are included in accumulated other comprehensive income (loss) in the stockholders equity section of the consolidated balance sheet. (3) The Company purchased 850,100 shares of LoJack common stock in the open market in November and December 2015, prior to entering into a definitive agreement to acquire 100% of LoJacks common stock. These shares were considered trading securities and were recorded at fair value as of February 28, 2016. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Feb. 28, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 INVENTORIES Inventories consist of the following (in thousands): February 28, 2017 2016 Raw materials $ 15,822 $ 14,145 Work in process 294 180 Finished goods 13,163 2,406 $ 29,279 $ 16,731 |
PROPERTY, EQUIPMENT AND IMPROVE
PROPERTY, EQUIPMENT AND IMPROVEMENTS | 12 Months Ended |
Feb. 28, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND IMPROVEMENTS | NOTE 5 PROPERTY, EQUIPMENT AND IMPROVEMENTS Property, equipment and improvements consist of the following (in thousands): February 28, 2017 2016 Leasehold improvements $ 3,484 $ 1,815 LoJack system components and law enforcement tracking units 22,412 - Plant equipment and tooling 20,420 12,541 Office equipment, computers and furniture 14,123 6,468 Software 28,225 9,789 88,664 30,613 Less accumulated depreciation and amortization (70,388 ) (21,852 ) 18,276 8,761 Fixed assets not yet in service 2,886 2,464 $ 21,162 $ 11,225 Depreciation expense was $8,408,000, $3,582,000 and $2,796,000 in fiscal years 2017, 2016 and 2015, respectively. Fixed assets not yet in service consist primarily of capitalized internal-use software and certain tooling and other equipment that have not been placed into service. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Feb. 28, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 6 GOODWILL AND OTHER INTANGIBLE ASSETS All goodwill shown in the accompanying consolidated balance sheets is associated with the Companys Wireless DataCom segment. Changes in goodwill are as follows (in thousands): Year Ended February 28, 2017 2016 Balance at beginning of period $ 16,508 $ 15,483 Acquisition of LoJack 56,472 - Acquisition of CrashBoxx - 1,025 Balance at end of period $ 72,980 $ 16,508 Other intangible assets are comprised as follows (in thousands): Gross Accumulated Amortization Net Amortization Feb. 28, Feb. 28, Feb. 28, Feb. 28, Feb. 28, Feb. 28, Period 2016 Additions 2017 2016 Expense 2017 2017 2016 Supply contract 5 years $ 2,220 $ - $ 2,220 $ 1,679 $ 433 $ 2,112 $ 108 $ 541 Developed technology 2-7 years 14,080 8,200 22,280 6,427 3,896 10,323 11,957 7,653 Tradenames 7-10 years 2,143 35,500 37,643 1,522 3,704 5,226 32,417 621 Customer lists 4-7 years 18,300 4,650 22,950 10,358 4,660 15,018 7,932 7,942 Dealer relationships 7 years - 16,850 16,850 - 2,308 2,308 14,542 - Covenants not to compete 5 years 170 170 128 34 162 8 42 Patents 5 years 273 74 347 62 26 88 259 211 $ 37,186 $ 65,274 $ 102,460 $ 20,176 $ 15,061 $ 35,237 $ 67,223 $ 17,010 Amortization expense of intangible assets was $15,061,000, $6,626,000 and $6,590,000 in fiscal years 2017, 2016 and 2015, respectively. All intangible asset amortization expense is attributable to the Wireless DataCom segment. Estimated amortization expense in future fiscal years is as follows (in thousands): Fiscal Year 2018 $ 15,010 2019 11,664 2020 9,657 2021 7,834 2022 6,201 Thereafter 16,857 $ 67,223 |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Feb. 28, 2017 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
OTHER ASSETS | NOTE 7 OTHER ASSETS Other assets consist of the following (in thousands): February 28, 2017 2016 Deferred compensation plan assets $ 5,801 $ 3,370 Investment in international licensees 2,282 - Equity investment in and loans to UK affiliate 2,402 1,167 Other 2,080 637 Investment in LoJack common stock - 5,466 $ 12,565 $ 10,640 The Company established a non-qualified deferred compensation plan in 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 deferred compensation plan liability is included in Other Non-current Liabilities in the accompanying consolidated balance sheets. Investment in international licensees of $2,282,000 consists of a 12.5% equity interest in LoJacks Mexican licensee of $1,700,000, a 17.5% equity interest in LoJacks Benelux licensee of $340,000, and a 5.5% interest in LoJacks French licensee of $242,000. The investments in Mexican and Benelux licensees, over which we do not exercise significant influence, are accounted for using the cost method of accounting and are carried at cost, which represents their fair value as measured on the date of the acquisition of LoJack. The investment in LoJacks French licensee, in the form of a marketable equity security, is accounted for as an available-for-sale security and is valued at the quoted closing price on its market exchange as of the reporting date. In September 2015, the Company invested £1,400,000 or approximately $2,156,000 for a 49% minority ownership interest in Smart Driver Club Limited, a technology and insurance startup company located in the United Kingdom. This investment is accounted for under the equity method since the Company has significant influence over the investee. The Companys equity in the net loss of this affiliate amounted to $1,284,000 and $829,000 in fiscal 2017 and 2016, respectively. The Company made loans aggregating $2,636,000 denominated in British pounds to Smart Driver Club Limited bearing interest at an annual interest rate of 8%, with principal of £2,000,000 and all unpaid interest due in 2020. The foreign currency translation adjustment for this equity investment amounted to $220,000 as of February 28, 2017 and is included as a component of other comprehensive income (loss). LoJack became a wholly-owned subsidiary of the Company in March 2016, at which time the investment in LoJack common stock of $5,466,000 as of February 29, 2016 became part of the purchase price of the LoJack acquisition, as described in Note 2. |
FINANCING ARRANGEMENTS AND CONT
FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS | 12 Months Ended |
Feb. 28, 2017 | |
FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS [Abstract] | |
FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS | NOTE 8 FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS Bank Credit Facility The Company has a credit facility with Square 1 Bank that provides for borrowings up to $15 million or 85% of eligible accounts receivable, whichever is less. The credit facility expires on June 1, 2017. Borrowings under this line of credit bear interest at the banks prime rate. There were no borrowings outstanding under this credit facility at February 28, 2017 or 2016. 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 February 28, 2017, 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 million aggregate principal amount of 1.625% convertible senior unsecured notes (the Notes) through a private placement. The Company sold the Notes under a purchase agreement dated April 30, 2015 to J.P. Morgan Securities LLC and Jefferies LLC as representatives of the several initial purchasers. The Notes were issued under an indenture dated May 6, 2015 (the Indenture) between CalAmp and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee). The net proceeds from the sale of the Notes were approximately $167.2 million, net of issuance costs of $5.3 million. The Company used $15.4 million of the proceeds from this offering to pay the net cost of purchased convertible note hedges that was partially offset by the proceeds from the separate sale of warrants, as described below under Note Hedge and Warrant Arrangements. The Company has used, and expects to continue to use, the proceeds from the issuance of the Notes for general corporate purposes including, but not limited to, acquisitions or other strategic transactions and working capital. Under the Indenture, the Notes bear interest at a rate of 1.625% per year payable in cash on May 15 and November 15 of each year beginning on November 15, 2015. The Notes will mature on May 15, 2020 unless earlier converted or repurchased in accordance with their terms. The Company may not redeem the Notes prior to their stated maturity date. The Notes rank senior in right of payment to any existing or future indebtedness which is subordinated by its terms, will rank equally in right of payment to any indebtedness that is not so subordinated, will be structurally subordinated to all indebtedness and liabilities of the Companys subsidiaries and will be effectively junior to the secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness. 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 Companys common stock or a combination of cash and shares of common stock, at the Companys election, based on an initial conversion rate of 36.2398 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $27.594 per share of common stock, subject to customary adjustments. Holders may convert their Notes at their option at any time prior to November 15, 2019 upon the occurrence of certain events in the future, as defined in the Indenture. During the period from November 15, 2019 to May 13, 2020, holders may convert all or any portion of their Notes regardless of the foregoing conditions. The Companys intent is to settle the principal amount of the Notes in cash upon conversion. If the conversion value exceeds the Note principal amount, the Company would deliver shares of its common stock in respect to the remainder of its conversion obligation in excess of the aggregate principal amount (the conversion spread). The shares associated with the conversion spread, if any, would be included in the denominator for the computation of diluted earnings per share, with such shares calculated using the average closing price of the Companys common stock during each period. As of February 28, 2017, none of the conditions allowing holders of the Notes to convert have been met. 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% of the principal amount of the Notes, plus any accrued and unpaid interest, if any, to but not including the fundamental change repurchase date. 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 million additional shares of common stock could be issued upon conversions in connection with such corporate events, subject to adjustment in the same manner as the conversion rate. 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 million was determined using a discounted cash flow analysis, in which the projected interest and principal payments were discounted back to the issuance date of the Notes at a market interest rate for nonconvertible debt of 6.2%, which represents a Level 3 fair value measurement. The remaining gross proceeds of the Notes of $33.6 million represents the fair value of the embedded conversion feature that was recorded as an increase in additional paid-in capital within the stockholders equity section, with an offsetting debt discount recorded of $33.6 million. The associated deferred tax effect of $16.0 million was recorded as a reduction of additional paid-in capital. The amount recorded in additional paid-in capital is not to be remeasured as long as it continues to meet the conditions for equity classification. The debt discount of $33.6 million is being amortized to interest expense using the effective interest method with an effective interest rate of 6.2% over the period from the issuance date through the contractual maturity date of the Notes of May 15, 2020. In accounting for the issuance costs related to the Notes, the Company allocated the total amount of such costs incurred to the Note liability and equity components based on their relative fair values. Issuance costs of $4.3 million attributable to the liability component were recorded as a direct deduction from the carrying value of the Notes and are being amortized to expense over the term of the Notes using the effective interest method. Issuance costs of $1.0 million attributable to the equity component were recorded as a charge to additional paid-in capital within stockholders equity. Additionally, the Company recorded a deferred tax asset of $0.4 million related to the equity component of issuance costs because such costs are deductible for tax purposes. Balances attributable to the Notes consist of the following (in thousands): February 28, 2017 2016 Principal $ 172,500 $ 172,500 Less: Unamortized debt discount (22,770 ) (29,002 ) Unamortized debt issuance costs (2,903 ) (3,698 ) Net carrying amount of the Notes $ 146,827 $ 139,800 The Notes are carried at their principal face amount, less unamortized debt discount and issuance costs, and are not carried at fair value at each period end. The approximate fair value of the Notes as of February 28, 2017 was $169 million, which was estimated on the basis of inputs that are observable in the market and which is considered a Level 2 measurement method in the fair value hierarchy. See Note 14 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 million shares of common stock with certain counterparties that include affiliates of some of the initial purchasers and other financial institutions (the Hedge Counterparties). The note hedges represent call options from the Hedge Counterparties with respect to $172.5 million aggregate principal amount of the Notes. The Company paid $31.3 million for the note hedges and as a result, $19.3 million, net of deferred tax effects, was recorded as a reduction to additional paid-in capital within stockholders equity. The note hedges cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the 6.25 million shares of the Companys common stock that initially underlie the Notes. The note hedges are intended generally to reduce the potential dilution to the Companys 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 Companys common stock is greater than the strike price of the note hedges, which is initially equal to $27.594, the same as the initial conversion price for the Notes. As of February 28, 2017, the Company had not received any common stock under the note hedges. 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 per share, also subject to adjustment, which represents a premium of 100% over the last reported sale price of the Companys common stock of $19.71 on April 30, 2015, the date on which the Notes were priced. The warrants will be exercisable in equal installments for a period of 80 trading days beginning on August 15, 2020. The Company received a total amount of $16.0 million in cash proceeds from the sale and issuance of the warrants. As of February 28, 2017, the warrants had not been exercised and remain outstanding. The warrants will have a dilutive effect to the extent that the market price of the Companys common stock exceeds the applicable strike price of the warrants on any expiration date of the warrants. 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 note hedge call options with the Notes for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the $31.3 million gross cost of the note hedges will be deductible for income tax purposes as original issue discount interest over the term of the Notes. The Company recorded a deferred tax asset of $12.0 million which represents the tax benefit of these tax deductions with an offsetting entry to additional paid-in capital. Contractual Cash Obligations Following is a summary of the Company's contractual cash obligations as of February 28, 2017 (in thousands): Future Estimated Cash Payments Due by Fiscal Year 2018 2019 2020 2021 2022 Thereafter Total Convertible senior notes principal $ - $ - $ - $ 172,500 $ - $ - $ 172,500 Convertible senior notes stated interest 2,803 2,803 2,803 1,402 - - 9,811 Operating leases 6,815 5,311 3,403 1,748 1,112 2,799 21,188 Purchase obligations 23,420 - - - - - 23,420 Other contractual commitments 2,115 - - - - - 2,115 Total contractual obligations $ 35,153 $ 8,114 $ 6,206 $ 175,650 $ 1,112 $ 2,799 $ 229,034 Purchase obligations consist primarily of inventory purchase commitments. We lease various facilities, equipment, vehicles and tower infrastructure locations under operating leases. Rent expense under operating leases was $6,994,000, $2,179,000 and $2,146,000 in fiscal years 2017, 2016 and 2015, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Feb. 28, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 INCOME TAXES The Company's income (loss) before income taxes and equity in net loss of affiliate consists of the following (in thousands): Year Ended February 28, 2017 2016 2015 Domestic $ (11,910 ) $ 22,461 $ 24,684 Foreign 3,727 (120 ) 116 Total income (loss) before income taxes and equity in net loss of affiliate $ (8,183 ) $ 22,341 $ 24,800 The income tax benefit (provision) consists of the following (in thousands): Year Ended February 28, 2017 2016 2015 Current: Federal $ - $ (182 ) $ - State (137 ) (208 ) (325 ) Foreign (1,035 ) (60 ) (49 ) Total current (1,172 ) (450 ) (374 ) Deferred: Federal 1,712 (4,331 ) (8,134 ) State 539 209 216 Foreign 484 - - Total deferred 2,735 (4,122 ) (7,918 ) Income tax benefit (provision) $ 1,563 $ (4,572 ) $ (8,292 ) Differences between the income tax benefit (provision) reported in the consolidated statements of comprehensive income (loss) and the income tax amount computed using the statutory U.S. federal income tax rate are as follows (in thousands): Year Ended February 28, 2017 2016 2015 Income tax benefit (provision) at U.S. statutory federal rate of 35% $ 2,864 $ (7,819 ) $ (8,680 ) State income tax provision, net of federal income tax effect 182 (833 ) (867 ) Foreign taxes 68 (102 ) 41 Valuation allowance reductions (increases) (1,391 ) 2,541 250 Research and development tax credits 806 1,008 1,556 Other, net (966 ) 633 (592 ) Total income tax benefit (provision) $ 1,563 $ (4,572 ) $ (8,292 ) The components of net deferred income tax assets for U.S. income tax purposes are as follows (in thousands): February 28, 2017 2016 Net operating loss carryforwards $ 23,751 $ 10,660 Depreciation, amortization and impairments (21,959 ) 1,598 Research and development credits 12,307 9,747 Stock-based compensation 2,855 2,383 Other tax credits 3,650 917 Inventory reserve 903 502 Warranty reserve 670 752 Payroll and employee benefit accruals 3,012 2,421 Allowance for doubtful accounts 961 241 Other accrued liabilities 6,738 2,694 Other, net 1,203 (84 ) Gross deferred tax assets 34,091 31,831 Valuation allowance (6,587 ) (1,618 ) Net deferred tax assets $ 27,504 $ 30,213 During fiscal 2017, the Company increased the deferred tax assets valuation allowance by $5.0 million of which $3.6 million was added as a result of the LoJack acquisition based on its assessment of the future realizability of the U.S. deferred tax assets. This valuation allowance increase related to state net operating loss carryforwards (NOLs), certain federal NOLs, foreign tax credits and capital loss carryforwards that are not projected to be used before their expiration dates. At February 28, 2017, the Company had NOLs of approximately $91 million and $87 million for federal and state purposes, respectively, expiring at various dates through fiscal 2037. If certain substantial changes in the Companys ownership were to occur, there could be an annual limitation on the amount of the NOL carryforwards that can be utilized. As of February 28, 2017, the Company had R&D tax credit carryforwards of $8.6 million and $7.3 million for federal and state income tax purposes, respectively. The federal R&D tax credits expire at various dates through 2037. A substantial portion of the state R&D tax credits have no expiration date. As described further in Note 10, the Company has tax deductions on exercised stock options and vested restricted stock awards that exceed stock compensation expense amounts recognized for financial reporting purposes. These excess tax deductions, which amounted to $4.5 million and $6.5 million in fiscal years 2016 and 2015, respectively, reduce current taxable income and thereby prolong the tax shelter period of the NOL and R&D tax credit carryforwards referred to above. The Company follows ASC Topic 740, Income Taxes, which clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. Management determined based on its evaluation of the Companys income tax positions that it has one uncertain tax position relating to federal R&D tax credits of $1.0 million at February 28, 2017 for which the Company has not yet recognized an income tax benefit for financial reporting purposes. Activity in the amount of unrecognized tax benefits for uncertain tax positions during the past three years is as follows (in thousands): Balance at February 28, 2014 $ 1,029 Change in fiscal 2015 - Balance at February 28, 2015 1,029 Change in fiscal 2016 - Balance at February 28, 2016 1,029 Change in fiscal 2017 - Balance at February 28, 2017 $ 1,029 The Company files income tax returns in the U.S. federal jurisdiction, various U.S. states and Puerto Rico, Canada, Ireland, Italy, United Kingdom, the Netherlands, Brazil and New Zealand. Certain income tax returns for fiscal years 2013 through 2016 remain open to examination by U.S. federal and state tax authorities. LoJack Corporations U.S. income tax returns for 2012 through 2015 remain open to examination by U.S. federal and state tax authorities. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods in which net operating losses or tax credits were generated and carried forward, and to make adjustments up to the net operating loss or tax credit carryforward amount. CalAmps Canadian subsidiaries income tax returns for fiscal years 2013 through 2016 remain open to examination by tax authorities in Canada. Most of LoJacks foreign subsidiaries foreign returns for 2012 to present remain open for examination by the tax authorities in the countries in which they are filed. Tax returns filed in Italy and the Netherlands from 2011 to present remain open for examination. The Company has deferred tax assets for Canadian income tax purposes amounting to $7.2 million at February 28, 2017 which relate primarily to research and development expenses and non-capital loss carryforwards. The Company has provided a 100% valuation allowance against these Canadian deferred tax assets. The Company has deferred tax assets for Italian income tax purposes amounting to $6.2 million at February 28, 2017 which relate primarily to Net Operating Loss carryforwards. The Company has provided a 100% valuation allowance against these Italian deferred tax assets. The Company did not provide for U.S. federal income and foreign withholding taxes on the $16.8 million of undistributed earnings from non-U.S. operations as of February 28, 2017 because it intends to reinvest such earnings indefinitely outside of the U.S. If the Company were to distribute these earnings, foreign tax credits may become available under current law to reduce the resulting U.S. income tax liability. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Feb. 28, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 10 STOCKHOLDERS' EQUITY Stock Repurchase In June 2016, the Companys Board of Directors authorized a $25 million stock repurchase program, under which the Company repurchased 1.8 million of its outstanding common stock shares during the period from June 2016 to January 2017 at an average cost of $14.20 per share. The Company financed the purchases with existing cash balances, and all of the stock repurchases were paid for as of February 28, 2017. All common stock shares repurchased were retired prior to February 28, 2017. Equity Awards Under the Company's 2004 Incentive Stock Plan (the 2004 Plan), which was adopted on July 30, 2004 and was amended on various dates since that time, various types of equity awards can be made, including stock options, stock appreciation rights, restricted stock, performance stock units (PSUs), restricted stock units (RSUs), phantom stock and bonus stock. To date, stock options, restricted stock, PSUs, RSUs and bonus stock have been granted under the 2004 Plan. Options are generally granted with exercise prices equal to market value on the date of grant. All option grants expire 10 years after the date of grant. Equity awards to officers and other employees become exercisable on a vesting schedule established by the Compensation Committee of the Board of Directors at the time of grant, generally over a four-year period. The Company treats an equity award with multiple vesting tranches as a single award for expense attribution purposes and recognizes compensation cost on a straight-line basis over the requisite service period of the entire award. Under the 2004 Plan, on the day of the annual stockholders meeting each non-employee director receives an equity award of up to 20,000 award units. Annual equity awards granted to non-employee directors vest on the date of the next annual stockholders meeting or one year from the date of grant, whichever is earlier. In addition, under the Companys current director compensation program, new non-employee directors receive a restricted stock award that vests in full on the third anniversary of the grant date with a grant date fair value equal to the fair value of the most recent annual equity award made to other non-employee directors, as well as a prorated annual equity award that vests 12 months from the grant date. The following table summarizes stock option activity for fiscal years 2017, 2016 and 2015 (options in thousands): Weighted Number of Average Options Exercise Price Outstanding at February 28, 2014 1,093 $ 5.04 Granted 61 17.47 Exercised (143 ) 5.01 Forfeited or expired (4 ) 6.88 Outstanding at February 28, 2015 1,007 5.80 Granted 82 17.54 Exercised (228 ) 5.62 Forfeited or expired (1 ) 1.80 Outstanding at February 28, 2016 860 6.96 Granted 227 14.49 Exercised (125 ) 7.67 Forfeited or expired (7 ) 15.70 Outstanding at February 28, 2017 955 $ 8.60 Exercisable at February 28, 2017 624 $ 5.03 The weighted average fair value for stock options granted in fiscal years 2017, 2016 and 2015 was $6.69, $9.39 and $11.02, respectively. The fair value of options at the grant date was determined using the Black-Scholes option pricing model with the following assumptions: Year Ended February 28, Black-Scholes Valuation Assumptions 2017 2016 2015 Expected life (years) (1) 6 6 6 Expected volatility (2) 48 % 56 % 70 % Risk-free interest rates (3) 1.3 % 1.8 % 1.9 % Expected dividend yield 0 % 0 % 0 % (1) The expected life of stock options is estimated based on historical experience. (2) The expected volatility is estimated based on historical volatility of the Company's stock price. (3) Based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of the stock options. The weighted average remaining contractual term and the aggregate intrinsic value of outstanding options as of February 28, 2017 was 5.5 years and $7.5 million, respectively. The weighted average remaining contractual term and the aggregate intrinsic value of exercisable options as of February 28, 2016 was 4.7 years and $9.7 million, respectively. Changes in the Company's outstanding restricted stock shares, PSUs and RSUs during fiscal years 2017, 2016 and 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, 2014 1,024 $ 8.02 Granted 365 17.92 Vested (471 ) 6.28 Forfeited (32 ) 11.69 Outstanding at February 28, 2015 886 12.90 Granted 517 17.75 Vested (407 ) 9.97 Forfeited (43 ) 15.55 Outstanding at February 28, 2016 953 16.66 Granted 766 14.63 Vested (382 ) 15.18 Forfeited (98 ) 15.64 Outstanding at February 28, 2017 1,239 $ 15.94 The Company retained 121,608 shares, 147,335 shares and 175,176 shares of the vested restricted stock and RSUs to cover the minimum required statutory amount of withholding taxes in fiscal years 2017, 2016 and 2015, respectively. Stock-based compensation expense during fiscal years 2017, 2016 and 2015 is included in the following captions of the consolidated statements of comprehensive income (loss) (in thousands): Year Ended February 28, 2017 2016 2015 Cost of revenues $ 374 $ 229 $ 241 Research and development 1,033 781 613 Selling 1,655 1,208 591 General and administrative 4,771 3,636 2,655 $ 7,833 $ 5,854 $ 4,100 As of February 28, 2017, there was $16.9 million of total unrecognized stock-based compensation cost related to nonvested equity awards. That cost is expected to be recognized over a weighted-average remaining vesting period of 2.8 years. As of February 28, 2017, there were 1,258,772 award units in the 2004 Plan that were available for grant. Tax Benefits from Exercise of Stock Options and Vesting of Restricted Stock and RSU Awards Total cash received as a result of option exercises was $961,000, $1,283,000 and $718,000 in fiscal years 2017, 2016 and 2015, respectively. The aggregate fair value of options exercised and vested restricted stock and RSU awards as of the exercise date or vesting date was $6,349,000, $9,078,000 and $9,900,000 for fiscal years 2017, 2016 and 2015, respectively. In connection with these option exercises and vested restricted stock and RSU awards, the excess stock compensation tax deductions were $0, $4,531,000 and $6,515,000 for fiscal years 2017, 2016 and 2015, respectively. The Company has elected a policy of applying the with-and-without approach to determine the realized tax benefits for financial reporting purposes. Under this policy, none of the current year excess deductions are deemed to reduce regular taxes payable because the Company’s NOL carryforwards are deemed to reduce taxes payable prior to the utilization of any excess tax deductions from the exercise of stock options and vesting of restricted stock and RSU awards. The excess tax deductions when realized by the Company for financial reporting purposes under the with-and-without approach will be recorded as an increase in additional paid-in capital in the consolidated balance sheet and will be classified as cash flows from financing activities rather than cash flows from operating activities in the consolidated cash flow statement. As discussed in Note 1, the Company will adopt ASU 2016-09 on March 1, 2017, the beginning of its fiscal 2018. At the time of adoption, the Company will record previously unrecognized deferred income tax assets of $11.7 million with an offsetting reduction to the accumulated deficit. 55 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Feb. 28, 2017 | |
Earnings (loss) per share: | |
EARNINGS PER SHARE | NOTE 11 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 (loss) per share (in thousands, except per share amounts): Year Ended February 28, 2017 2016 2015 Net income (loss) $ (7,904 ) $ 16,940 $ 16,508 Basic weighted average number of common shares outstanding 35,917 36,448 35,784 Effect of stock options and restricted stock units computed on treasury stock method - 502 746 Diluted weighted average number of common shares outstanding 35,917 36,950 36,530 Earnings (loss) per share: Basic $ (0.22 ) $ 0.46 $ 0.46 Diluted $ (0.22 ) $ 0.46 $ 0.45 All outstanding options and restricted stock units in the amount of 955,000 and 1,239,000, respectively, at February 28, 2017 were excluded from the computation of diluted earnings per share for the year then ended because the Company reported a net loss and the effect of inclusion would be antidilutive. Shares subject to anti-dilutive stock options and restricted stock-based awards of 199,000 and 159,000 at February 28, 2016 and 2015, respectively, were excluded from the calculations of diluted earnings per share for the years then ended. 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 Companys 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 amount of the Notes would be included in diluted earnings per share. From the time of the issuance of Notes, the average market price of the Companys common stock has been less than the $27.594 initial conversion price of the Notes, and consequently no shares have been included in diluted earnings per share for the conversion value of the Notes. |
COMPREHENSIVE INCOME (LOSS)
COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Feb. 28, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
COMPREHENSIVE INCOME (LOSS) | NOTE 12 COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss) (OCI). OCI refers to revenue, expenses and gains and losses that under U.S. Generally Accepted Accounting Principles (GAAP) are recorded as an element of stockholders equity but are excluded from net income (loss). The Companys OCI consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency and unrealized gains and losses on marketable securities classified as available-for-sale. The following table shows the changes in Accumulated Other Comprehensive Loss by component for fiscal years 2017, 2016 and 2015 (in thousands): Cumulative Unrealized Foreign Gains/Losses Currency on Marketable Translation Securities Total Balances at February 29, 2014 $ (65 ) $ - $ (65 ) Other comprehensive loss, net of tax - - - Balances at February 29, 2015 (65 ) - (65 ) Other comprehensive loss, net of tax (161 ) - (161 ) Balances at February 29, 2016 (226 ) - (226 ) Other comprehensive loss, net of tax (280 ) (35 ) (315 ) Balances at February 29, 2017 $ (506 ) $ (35 ) |
EMPLOYEE RETIREMENT PLANS
EMPLOYEE RETIREMENT PLANS | 12 Months Ended |
Feb. 28, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE RETIREMENT PLANS | NOTE 13 EMPLOYEE RETIREMENT PLANS The Company maintains a 401(k) employee savings plan in the U.S. and a similar retirement savings plan in New Zealand in which all employees of these respective countries are eligible to participate. The Company may make matching contributions to the savings plans as authorized by the Board of Directors. The matching contribution in the U.S. savings plan is currently equal to a 100% match of the first 3% of participants compensation contributed to the plans plus a 50% match of the next 2% contributed by the participants. The New Zealand savings plan provides for matching contributions equal to the first 3% of participants compensation contributed to the plan. The Company recorded expense for the matching contributions of $1,298,000, $1,169,000 and $1,059,000 in fiscal years 2017, 2016 and 2015, respectively. |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 12 Months Ended |
Feb. 28, 2017 | |
OTHER FINANCIAL INFORMATION [Abstract] | |
OTHER FINANCIAL INFORMATION | NOTE 14 OTHER FINANCIAL INFORMATION Supplemental Balance Sheet Information Other current liabilities consist of the following (in thousands): February 28, 2017 2016 Warranty reserves $ 6,518 $ 1,892 Litigation reserve 10,144 2,900 Other 8,296 3,583 $ 24,958 $ 8,375 Other non-current liabilities consist of the following (in thousands): February 28, 2017 2016 Deferred compensation plan liability $ 5,825 $ 3,392 Deferred revenue 12,257 1,070 Deferred rent 378 559 Acquisition-related contingent consideration 636 530 Other 1,133 - $ 20,229 $ 5,551 See Note 7 for information related to the Companys non-qualified deferred compensation plan. The acquisition-related contingent consideration is the estimated earn-out payable to the sellers in conjunction with the April 2015 acquisition of CrashBoxx. See Note 2 for additional information related to this acquisition. Supplemental Income Statement Information Investment income consists of the following (in thousands): Year Ended February 28, 2017 2016 2015 Investment income on cash equivalents and marketable securities $ 636 $ 814 $ 58 Investment income (loss) on deferred compensation plan Rabbi Trust assets 864 (359 ) 166 Other investment income 191 - - Gain on investment in LoJack common stock - 1,416 - Total investment income $ 1,691 $ 1,871 $ 224 Interest expense consists of the following (in thousands): Year Ended February 28, 2017 2016 2015 Interest expense on convertible senior unsecured notes: Stated interest at 1.625% per annum $ 2,803 $ 2,268 $ - Amortization of note discount 6,232 4,613 - Amortization of debt issue costs 795 588 - Total interest expense on convertible notes 9,830 7,469 - Other interest expense 66 126 296 Total interest expense $ 9,896 $ 7,595 $ 296 Supplemental Cash Flow Information Net cash provided by operating activities in the consolidated statements of cash flows includes cash payments for interest and income taxes as follows (in thousands): Year Ended February 28, 2017 2016 2015 Interest expense paid $ 2,852 $ 1,512 $ 12 Income tax paid $ 2,259 $ 451 $ 347 Following is the supplemental schedule of non-cash investing and financing activities (in thousands): Year Ended February 28, 2017 2016 2015 Acquisition of CrashBoxx in April 2015: Accrued liability for earn-out consideration $ - $ 455 $ - Valuation and Qualifying Accounts Following is the Company's schedule of valuation and qualifying accounts for the last three years (in thousands): Charged Balance at (credited) beginning to costs and Balance at of year expenses Deductions Other (1) end of year Allowance for doubtful accounts: Fiscal 2015 $ 761 $ 188 $ (276 ) $ - $ 673 Fiscal 2016 673 170 (221 ) - 622 Fiscal 2017 622 541 (201 ) - 962 Warranty reserve: Fiscal 2015 $ 1,516 $ 1,333 $ (1,030 ) $ - $ 1,819 Fiscal 2016 1,819 1,015 (942 ) - 1,892 Fiscal 2017 1,892 1,305 (2,562 ) 5,883 6,518 Deferred tax assets valuation allowance: Fiscal 2015 $ 4,849 $ 150 $ (840 ) $ - $ 4,159 Fiscal 2016 4,159 - (2,541 ) - 1,618 Fiscal 2017 1,618 1,391 - 3,578 6,587 (1) Represents amount of reserves and valuation allowance assumed in acquisition of LoJack. The warranty reserve is included in the Other Current Liabilities in the consolidated balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Feb. 28, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 COMMITMENTS AND CONTINGENCIES Operating Lease Commitments The Company leases facilities, tower infrastructure locations, vehicles, certain manufacturing equipment and office equipment under operating lease arrangements expiring through fiscal 2026. A summary of future payments of operating lease commitments is included in the contractual cash obligations table in Note 8. LoJack Financing Recourse Agreement LoJacks financing recourse agreement with certain automobile dealers represents the maximum potential amount of future payments under an agreement with a certain financing company. Pursuant to the recourse agreement, the Company will reimburse participating dealers the unamortized dealer cost of LoJack units purchased by customers via auto loans underwritten by the financing company upon a car buyer/borrowers default within the initial 18 months of the auto loan. This agreement was renewed for the year ending December 31, 2017. Based on the unamortized cost of units sold and assuming the default of all borrowers, the Companys maximum potential amount of future payments under this agreement is $4.0 million as of February 28, 2017. The expected obligation is accrued based on sales to the participating dealers and historical loss experience. As of February 28, 2017, the Company had accrued $78,000 under these guarantees. Accruals for the financing recourse agreement are recorded as a reduction of revenue in the consolidated statement of operations. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 12 Months Ended |
Feb. 28, 2017 | |
LEGAL PROCEEDINGS [Abstract] | |
LEGAL PROCEEDINGS | NOTE 16 LEGAL PROCEEDINGS Omega patent infringement claim In December 2013, a patent infringement lawsuit was filed against the Company by Omega Patents, LLC (“Omega”), a non-practicing entity. Omega alleged that certain of the Company’s vehicle tracking products infringed on certain patents owned by Omega. On February 24, 2016, a jury in the U.S. District Court for the Middle District of Florida awarded Omega damages of $2.975 million, for which CalAmp recorded a reserve of $2.9 million in the fiscal 2016 fourth quarter. Following trial, Omega brought a motion seeking an injunction and requesting the court to exercise its discretion to treble damages and assess attorneys’ fees. On April 5, 2017, the court denied the request for an injunction, but granted the request for treble damages in the aggregate amount of $8.9 million. On April 24, 2017 the court awarded attorneys’ fees, costs, and prejudgment interest in the aggregate amount of $1.2 million, and directed the payment of royalties by CalAmp to Omega for any infringing sales after February 24, 2016 at a royalty rate to be determined. As a result of these April 2017 court rulings, the Company accrued $7.2 million in the fourth quarter of fiscal 2017. The Company has not yet recorded an accrual for the court’s award of royalties for post-February 24, 2016 sales because such amount is not presently determinable. The Company plans to file motions with the court seeking judgment as a matter of law in its favor and, alternatively, a new trial. If, following resolution of those motions, the judgment against the Company remains wholly or substantially intact, then CalAmp intends to pursue an appeal at the Court of Appeals for the Federal Circuit. CalAmp is seeking to invalidate a number of Omega’s patents in proceedings filed with the U.S. Patent and Trademark Office. Notwithstanding the adverse jury verdict and April 2017 court rulings, the Company continues to believe that its products do not infringe Omega’s patents and that should the Company be compelled to seek appellate relief, it will prevail on appeal. While it is not feasible to predict with certainty the outcome of this litigation, its ultimate resolution could be material to the Company’s cash flows and results of operations. Orbcomm patent infringement claim In April 2016, a patent infringement lawsuit was filed against the Company by Orbcomm Inc. (“Orbcomm”) in the U.S. District Court for the Eastern District of Virginia. Orbcomm alleged that certain of the Company’s systems for tracking, monitoring, and controlling vehicles, machinery and other assets infringed five patents asserted by Orbcomm. The Court dismissed one of Orbcomm’s patents for being directed at ineligible subject matter and therefore invalid; Orbcomm dismissed its claims with prejudice under three of its other asserted patents; and as a result of the Court’s claim construction, the parties stipulated to noninfringement of the fifth Orbcomm patent. In October 2016, CalAmp filed its own patent infringement suit against Orbcomm asserting two of its own patents. The Court dismissed certain claims of one of those patents for failing to claim patent eligible subject matter. In April 2017, the parties entered into a settlement agreement pursuant to which both parties agreed to dismiss all claims, counterclaims and defenses in both the Orbcomm v. CalAmp case and the CalAmp v. Orbcomm case, and which provides that each of Orbcomm and CalAmp grant the other royalty free licenses and covenants not to sue for the patents-in-suit described above as well as general releases. Neither party made a settlement payment to the other party. On May 2, 2017, the Court dismissed each case. EVE battery claim LoJack began to receive notice in 2013 from some of its international licensees that the self-powered LoJack units that these licensees had purchased from LoJack, which contained batteries manufactured by LoJacks then battery supplier, EVE Energy Co., Ltd. (EVE), were exhibiting degraded performance below LoJacks quality standards. These notifications led LoJack to perform its own investigation and to contact EVE for help. As a result, LoJack determined over time that the batteries manufactured by EVE that were included in certain self-powered LoJack units sold in the United States and to LoJacks international licensees were exhibiting a failure to power over a period of time that could impact the ability of the LoJack unit to transmit a signal when called upon for stolen vehicle recovery. LoJack manufactures both vehicle-powered and self-powered (battery) units, and this degraded performance potentially affects only the transmit battery pack in the self-powered units. The majority of LoJack units currently in use are vehicle-powered. On October 27, 2014, LoJack and its wholly-owned subsidiary, LoJack Ireland, commenced arbitration proceedings against EVE by filing a notice of arbitration with a tribunal before the Hong Kong International Arbitration Centre (the Tribunal). The filing alleges that EVE breached representations and warranties made in supply agreements with LoJack relating to the quality and performance of batteries supplied by EVE. The arbitration proceedings against EVE were held in Hong Kong on June 6 to 24, 2016. The Tribunal held additional hearings on the merits on September 15 to 16, 2016, and on damages on January 9 to 10, 2017. The arbitration is now concluded, and the Company is awaiting the Tribunals decision. The Company cannot predict the ultimate outcome of the arbitration proceedings or the amount of damages, if any, that the Company may be awarded by the Tribunal. Tracker South Africa claim On December 9, 2016, Tracker Connect (Pty) LTD (Tracker), LoJacks international licensee in South Africa, commenced arbitration proceedings against LoJack Ireland by filing a notice of arbitration with the International Centre for Dispute Resolution. The filing alleges breaches of the parties license agreement, misrepresentations, and violation of Massachusetts General Laws chapter 93A. Tracker seeks various relief, including monetary damages and recovery of attorneys fees. On March 3, 2017, LoJack Ireland filed its response to Trackers notice, denying Trackers allegations against LoJack, and filing counterclaims against Tracker for Trackers material breaches of the parties license agreement and bad faith conduct. The selection of the arbitral tribunal is currently underway, and the scheduling order has not yet been set for the arbitration proceedings. The Company has accrued its best estimate of the loss from this arbitration proceeding as of February 28, 2017. In addition to the foregoing matters, 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 Companys consolidated results of operations, financial condition and cash flows. |
SEGMENT AND GEOGRAPHIC DATA
SEGMENT AND GEOGRAPHIC DATA | 12 Months Ended |
Feb. 28, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC DATA | NOTE 17 SEGMENT AND GEOGRAPHIC DATA Historically, the Companys business activities were organized into its Wireless DataCom and Satellite business segments. The segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer in determining how to allocate resources and evaluate performance. The segments are determined based on several factors, including homogeneity of products, technology, delivery channels and similar economic characteristics. Information about each segments business and the products and services that generate each segments revenue is described in Note 1, Description of Business and Summary of Significant Accounting Policies. Products of the Company's Satellite segment were sold to EchoStar. In August 2016, EchoStar ceased purchasing products from CalAmp and accordingly the Satellite business was closed effective August 31, 2016. Information by business segment is as follows (in thousands, except percentages): Year ended February 28, 2017 Year ended February 28, 2016 Operating Segments Operating Segments Wireless Corporate Wireless Corporate DataCom Satellite Expenses Total DataCom Satellite Expenses Total Revenues $ 336,033 $ 15,069 $ 351,102 $ 241,387 $ 39,332 $ 280,719 Gross profit $ 139,623 $ 3,729 $ 143,352 $ 91,976 $ 10,983 $ 102,959 Gross margin 41.6 % 24.7 % 40.8 % 38.1 % 27.9 % 36.7 % Operating income $ 6,937 $ 1,547 $ (8,361 ) $ 123 $ 26,501 $ 8,064 $ (6,480 ) $ 28,085 Year ended February 28, 2015 Operating Segments Wireless Corporate DataCom Satellite Expenses Total Revenues $ 213,119 $ 37,487 $ 250,606 Gross profit $ 77,899 $ 9,505 $ 87,404 Gross margin 36.6 % 25.4 % 34.9 % Operating income $ 23,833 $ 5,017 $ (3,910 ) $ 24,940 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. In fiscal years 2017, 2016 and 2015, Satellite segment revenues accounted for only 4%, 14% and 15%, respectively, of the Companys consolidated revenues. Also, assets and liabilities of the Satellite segment represented less than 5% of consolidated assets and liabilities at the end of fiscal 2016. Accordingly, the Company believes that the shutdown of the Satellite segment did not qualify for discontinued operations accounting treatment because it represents neither a strategic shift nor did it have or will it have a major impact on the Companys business or consolidated financial statements. The Company does not have significant long-lived assets outside the United States. The Companys revenues were derived mainly from customers in the United States, which represented 74%, 83% and 79% of consolidated revenues in fiscal years 2017, 2016 and 2015, respectively. No single foreign country accounted for more than 10% of the Companys revenue in fiscal years 2017, 2016 or 2015. |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Feb. 28, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | NOTE 18 QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following summarizes certain quarterly statement of operations data for each of the quarters in fiscal years 2017 and 2016 (in thousands, except percentages and per share data). The operating results in any quarter are not necessarily indicative of the results that may be expected for any future period. The Company derived this data from the unaudited consolidated interim financial statements that, in the Companys opinion, have been prepared on substantially the same basis as the audited financial statements contained elsewhere in this report and include all normal recurring adjustments necessary for a fair presentation of the financial information for the periods presented. These unaudited quarterly results should be read in conjunction with the financial statements and notes thereto included elsewhere in this report. Fiscal 2017 First Second Third Fourth Quarter Quarter Quarter Quarter Total Revenues $ 91,147 $ 90,479 $ 83,350 $ 86,126 $ 351,102 Gross profit 34,834 37,614 35,117 35,787 143,352 Gross margin 38.2 % 41.6 % 42.1 % 41.6 % 40.8 % Net income (loss) (2,659 ) 521 (1,527 ) (4,239 ) (7,904 ) Earnings (loss) per diluted share (0.07 ) 0.01 (0.04 ) (0.12 ) (0.22 ) Fiscal 2016 First Second Third Fourth Quarter Quarter Quarter Quarter Total Revenues $ 65,429 $ 69,808 $ 74,675 $ 70,807 $ 280,719 Gross profit 23,526 25,303 26,574 27,556 102,959 Gross margin 36.0 % 36.2 % 35.6 % 38.9 % 36.7 % Net income 4,059 3,499 3,876 5,506 16,940 Earnings per diluted share 0.11 0.10 0.10 0.15 0.46 The net loss in the fiscal 2017 fourth quarter includes a litigation provision of $7.2 million. The loss contingency from litigation is described in Note 16 - Legal Proceedings. |
DESCRIPTION OF BUSINESS AND S25
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 28, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business CalAmp Corp. (CalAmp or the Company) is a leading provider Internet of Things (IoT) enablement solutions for a broad array of mobile and fixed applications serving multiple vertical markets worldwide. The Company was organized into two segments during fiscal 2017 - Wireless DataCom, comprising all of our current operations and Satellite, a legacy business that we brought to a close effective August 31, 2016. Since September 1, 2016, our business operates under a single segment Wireless DataCom. In March 2016, the Company acquired all outstanding common stock of LoJack Corporation (LoJack), a global leader in products and services for tracking and recovering cars, trucks and other valuable mobile assets. See Note 2 for a description of this acquisition. Products of the Company's Satellite segment were sold to EchoStar, an affiliate of Dish Network, for incorporation into complete subscription satellite television systems. In April 2016, EchoStar notified the Company that it would stop purchasing products from the Company at the end of its then-current product demand forecast as a result of a consolidation of its supplier base. EchoStars product demand forecast with the Company extended through August 2016, and the products covered by this forecast were substantially all shipped prior to August 31, 2016. In light of the fact that EchoStar accounted for essentially all of the revenues of the Satellite segment, the Companys Satellite business was shut down effective August 31, 2016. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company (a Delaware corporation) and its subsidiaries, all of which are wholly-owned. All significant intercompany transactions and accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Areas where significant judgments are made include, but are not necessarily limited to, allowance for doubtful accounts, inventory valuation, product warranties, deferred income tax asset valuation allowances, valuation of purchased intangible assets and other long-lived assets, stock-based compensation, and revenue recognition. |
Fiscal Year | Fiscal Year The Companys fiscal year ends on the last day of February. In these consolidated financial statements, the fiscal year end for all years is shown as February 28 for clarity of presentation. The actual period end date for fiscal 2016 was February 29, 2016. |
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. For product sales that are not bundled with an application service, these criteria are generally 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) and Platform-as-a-Service (PaaS) subscriptions for its fleet management and vehicle finance applications through 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. Generally, the Company defers the recognition of revenue for the products that are sold with application subscriptions because the products are not functional without the application services. 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, respectively, 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 over the period the services are provided. When customers prepay application subscription renewals, such amounts are recorded as deferred revenues and are recognized ratably over the renewal term. In the United States, the Company generally recognizes revenue on LoJack product sales that have no associated continuing service obligations on the part of the Company upon installation of the products. Revenue relating to sales made to the Companys third party installation partners, who purchase the Companys products and perform installations themselves, is recognized upon shipment, which is prior to the installation of the related products in the end users vehicle. Revenue from the sales of products to international licensees is recognized when shipment of the products to the licensee has occurred and collection is reasonably assured.. In the United States, sales of a combined LoJack and Early Warning Unit constitute a multiple element arrangement under ASC 605 subtopic 25. The combined LoJack and Early Warning Unit includes LoJack Unit hardware, Early Warning hardware, installation service, and an Early Warning ongoing automated notification service, which is provided over the period of vehicle ownership. The delivered elements of a multiple element arrangement (LoJack Unit hardware and Early Warning Hardware and installation service) must meet certain criteria to qualify each component of the combined LoJack and Early Warning Unit for separate accounting. The Company performed an analysis and determined that each of the delivered elements in the arrangement qualify for separate accounting based on the applicable guidance. The LoJack and Early Warning hardware and installation service components of each sale are considered to have met delivery requirements for revenue recognition upon installation of the LoJack and Early Warning Unit; however, revenue from the ongoing notification service, as well as the tracking and recovery service in Canada, are deferred and recognized over an estimated life of new vehicle ownership. In Italy, the purchase of an initial vehicle monitoring service contract is a requirement at the time the consumer purchases a LoJack product. Revenue for these contracts is recognized over the life of the contract. These contracts, which are sold separately from the LoJack hardware, are offered for terms ranging from 8 to 96 months and are generally payable in full upon activation of the related unit or renewal of a previous contract. Customers are also offered a month-to-month option for service contracts. The Company offers several types of extended warranty contracts in the United States related to its LoJack products. For those contracts for which an independent third party insurer, and not the Company, is the primary obligor, the Company recognizes revenue at the time of the sale of the extended warranty. For those warranty contracts as to which the Company is the primary obligor, revenue is deferred and is recognized over five years, which is the estimated life of new vehicle ownership. For the majority of extended warranty contracts originated after 2011, the Company sells the contract to an independent third party insurer and accordingly recognizes revenue at the time of sale. For those warranties for which an independent third party insurer, and not the Company, is the primary obligor, the Company records revenue on a gross basis, with related costs being included in cost of goods sold. The Company considered the factors associated with gross vs. net revenue recording and determined that despite not being the primary obligor for these arrangements, gross revenue reporting was deemed appropriate based on the relevant accounting guidance. Specifically, the Company has latitude in establishing price; it can change the product offering; it has discretion in supplier selection; it is involved in the determination of product or service specifications; it bears the credit risk; and the amount that it earns on each contract is not fixed. |
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. |
Concentrations of Risk | Concentrations of Risk Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit, and are therefore considered by management to bear minimal credit risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, marketable securities and trade receivables. One Wireless DataCom customer in the heavy equipment industry accounted for 12% and 15% of consolidated accounts receivable at February 28, 2017 and 2016, respectively. The Company has contract manufacturing arrangements with sole source suppliers for LoJack stolen vehicle recovery products and transmission towers. One such supplier accounted for 11% of the Companys total inventory purchases in fiscal 2017, and 8% of the Companys total accounts payable as of February 28, 2017. Some of the Companys other components, assemblies and electronic manufacturing services are also purchased from sole source suppliers. In addition, a substantial portion of the Companys inventory is purchased from one supplier that functions as an independent foreign procurement agent and contract manufacturer. This supplier accounted for 34%, 56% and 59% of the Companys total inventory purchases in fiscal years 2017, 2016 and 2015, respectively. As of February 28, 2017, this supplier accounted for 33% of the Companys total accounts payable. Another supplier accounted for 14% and 16% of the Companys total inventory purchases in fiscal 2017 and 2016, respectively, and 18% of the Companys total accounts payable as of February 28, 2017. EchoStar accounted for 4%, 14% and 15% of consolidated revenues in fiscal years 2017, 2016 and 2015, respectively. In August 2016, EchoStar ceased purchasing products from CalAmp. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for estimated bad debts based upon a review and evaluation of specific customer accounts identified as having known or expected collection problems based on historical experience or due to insolvency, disputes or other collection issues. |
Property, equipment and improvements | Property, equipment and improvements Property, equipment and improvements are stated at the lower of cost or fair value determined through periodic impairment analyses. The Company follows the policy of capitalizing expenditures that increase asset lives, and expensing ordinary maintenance and repairs as incurred. Depreciation and amortization are based upon the estimated useful lives of the assets, with such amounts computed using the straight-line method. Plant equipment and office equipment are depreciated over useful lives ranging from two to seven years, while tooling is depreciated over 18 months. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. The Company capitalizes certain costs incurred in connection with developing or obtaining internal-use software and software that are embedded in a product and sold as part of the product as a whole. These costs are included in Property, Equipment and Improvements in the consolidated balance sheets and are amortized over useful lives ranging from three to seven years. |
Operating Leases | Operating Leases Rent expense under operating leases is recognized on a straight-line basis over the lease term. The difference between recognized rent expense and the rent payment amount is recorded as an increase or decrease in deferred rent liability. The Company accounts for tenant allowances in lease agreements as a deferred rent credit, which is amortized on a straight-line basis over the lease term as a reduction of rent expense. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over the value assigned to the net tangible assets and identifiable intangible assets of businesses acquired. Goodwill is not amortized. Instead, goodwill is tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performs its goodwill impairment test in the fourth fiscal quarter of each year. The Company did not recognize any impairment charges related to goodwill during fiscal years 2017, 2016 and 2015. The cost of definite-lived identified intangible assets is amortized over the assets' estimated useful lives ranging from two to ten years on a straight-line basis as no other discernible pattern of usage is more readily determinable. |
Accounting for Long-Lived Assets | Accounting for Long-Lived Assets The Company reviews property, equipment and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of an asset may not be recoverable. Recoverability is measured by comparison of the asset's carrying amount to the undiscounted future net cash flows an asset is expected to generate. If a long-lived asset or group of assets is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset or asset group exceeds the discounted future cash flows that are projected to be generated by the asset or asset group. |
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 or 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 managements 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. |
Warranty | Warranty The Company generally warrants its products against defects over periods ranging from 12 to 24 months, depending upon the product. 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 consolidated balance sheets. See Note 14 for a table of annual increases in and reductions of the warranty reserve for each of the last three years. |
Deferred Income Taxes | Deferred 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. |
Foreign Currency Translation and Accumulated Other Comprehensive Loss Account | Foreign Currency Translation and Accumulated Other Comprehensive Loss Account The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized in foreign currency translation included in Accumulated Other Comprehensive Loss in Stockholders Equity. The aggregate foreign currency transaction exchange rate losses included in determining income (loss) before income taxes were $103,000, $27,000 and $53,000 in fiscal years 2017, 2016 and 2015, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based compensation expense at the grant date, based on the fair value of the equity award, and recognizes the expense over the employee's requisite service (vesting) period using the straight-line method. The measurement of stock-based compensation expense is based on several criteria including, but not limited to, the type of equity award, the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate and forfeiture rate. Certain of these inputs are subjective to some degree and are determined based in part on management's judgment. The Company recognizes the compensation expense on a straight-line basis for its graded-vesting awards. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. However, the cumulative compensation expense recognized in any period must at least equal the portion of the grant-date fair value associated with equity awards that are vested as of such period-end date. As used in this context, the term forfeitures is distinct from cancellations or expirations, and refers only to the unvested portion of the surrendered equity awards. |
Business Combinations | Business Combinations The Company applies the provisions of ASC 805, Business Combinations, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period that exists up to 12 months from the acquisition date, the Company may record adjustments to the fair values of tangible and specifically identifiable intangible assets acquired and liabilities assumed with a corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, the impact of any subsequent adjustments to the fair values of assets acquired and liabilities assumed is included in the consolidated statements of operations. Costs to exit or restructure certain activities of an acquired company or the Companys internal operations are accounted for as a one-time termination and exit cost pursuant to ASC 420, Exit or Disposal Cost Obligations, and are accounted for separately from the business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in the Companys consolidated statement of operations in the period in which the liability is incurred. Uncertain income tax positions and tax-related valuation allowances that are acquired in connection with a business combination are initially estimated as of the acquisition date. The Company reevaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date, with any adjustments to the preliminary estimates being recorded to goodwill provided that such adjustments occur within the 12 month measurement period. Subsequent to the end of the measurement period or the Companys final determination of the value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax-related valuation allowances will affect the provision for income taxes in the consolidated statement of operations, and could have a material impact on results of operations and financial position. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04). The new guidance eliminates Step 2 from the goodwill impairment test and, alternatively, requires that an entity measure the impairment of goodwill assigned to a reporting unit if the carrying value of assets and liabilities assigned to the reporting unit, including goodwill, exceed the reporting unit's fair value. The new guidance must be adopted for annual and interim goodwill tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for impairment calculations performed on testing dates after January 1, 2017. After the adoption of this standard, which will be applied prospectively, the Company will follow a one-step model for goodwill impairment. In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments - Credit Losses. This update amends the FASBs guidance on the impairment of financial instruments. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. This update is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not anticipate a significant impact on its consolidated financial statements upon adoption. In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation Stock Compensation: Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). This update is intended to simplify the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company will adopt ASU 2016-09 on March 1, 2017, the beginning of its fiscal 2018. At the time of adoption, the Company will record previously unrecognized deferred income tax assets of $11.7 million with an offsetting reduction of the accumulated deficit. The Company also expects that the adoption of this standard will result in greater volatility of its effective income tax rates in the future. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Early adoption is permitted. The Company is currently evaluating the impact of adoption of the new standard on its consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial InstrumentsOverall: Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). This standard revises an entitys accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASU 2014-09). The revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. In August 2015, the FASB approved the deferral of the new standard's effective date by one year. The new standard is effective for annual reporting periods beginning after December 15, 2017, and accordingly the Company is required to adopt this standard effective the beginning of its fiscal 2019. In addition, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12 in March 2016, April 2016 and May 2016, respectively, to provide interpretive clarifications on the new guidance in ASC Topic 606. The Company is currently developing an implementation roadmap and action plan for the adoption this standard. |
Reclassifications | Reclassifications Certain amounts in the financial statements of prior years have been reclassified to conform to the fiscal 2017 presentation, with no effect on net earnings. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Allocation | The following is the final purchase price allocation for LoJack (in thousands): Purchase price $ 131,735 Less cash acquired, net of debt assumed (9,303 ) Net cash paid 122,432 Fair value of net assets acquired: Current assets other than cash $ 41,214 Property and equipment 11,910 Developed technology 8,200 Tradename 35,500 Customer lists 4,650 Dealer relationships 16,850 Other non-current assets 4,208 Deferred tax liability (5,466 ) Current liabilities (37,647 ) Deferred revenue, non-current (10,883 ) Other non-current liabilities (2,576 ) Total fair value of net assets acquired 65,960 Goodwill $ 56,472 |
Summary of Pro Forma Information | The following is unaudited pro forma consolidated financial information for the Company presented as if the acquisition of LoJack had occurred on March 1, 2015, the beginning of the Companys prior fiscal year (in thousands except per share amounts). Pro Forma Year Ended February 28, 2017 2016 Revenues $ 356,357 $ 408,464 Net income $ 1,132 $ 5,069 Earnings per share: Basic $ 0.03 $ 0.14 Diluted $ 0.03 $ 0.14 Shares used in computing earnings per share: Basic 35,917 36,448 Diluted 36,397 36,950 |
Schedule of Adjustments | The following adjustments were included in the unaudited pro forma financial information (in thousands): Year Ended February 28, 2017 2016 LoJack standalone net income: From March 1 to March 14, 2016 $ 973 $ - For the year ended December 31, 2015 - 3,197 Increase (decrease) in revenue for fair valuation of deferred revenue 1,807 (1,807 ) (Increase) decrease in costs and expenses: Amortization of inventory step-up 4,339 (4,339 ) Amortization of intangible assets and depreciation of property, equipment and improvements acquired (309 ) (7,402 ) Acquisition and integration expenses 4,513 (4,168 ) Net increase (decrease) in pretax income (loss) 11,323 (14,519 ) Income tax effects (2,287 ) 2,648 Change in net income (loss) 9,036 (11,871 ) Net income (loss) as reported (7,904 ) 16,940 Pro forma net income $ 1,132 $ 5,069 |
CASH, CASH EQUIVALENTS AND IN27
CASH, CASH EQUIVALENTS AND INVESTMENTS (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Marketable Securities | The following tables summarize the Companys financial instrument assets as of February 28, 2017 and 2016 using the hierarchy described in Note 1 under the heading Fair Value Measurements (in thousands): As of February 28, 2017 Balance Sheet Classification Unrealized Cash and Short-Term Adjusted Gains Fair Cash Marketable Other Cost (Losses) Value Equivalents Securities Assets Cash $ 39,322 $ - $ 39,322 $ 39,322 $ - $ - Level 1: Money market funds 3,406 - 3,406 3,406 - - Mutual funds (1) 5,429 372 5,801 - - 5,801 Equity investment in French licensee (2) 296 (54 ) 242 - - 242 Level 2: Repurchase agreements 24,000 - 24,000 24,000 - - Corporate bonds 33,708 (8 ) 33,700 26,978 6,722 - Total $ 106,161 $ 310 $ 106,471 $ 93,706 $ 6,722 $ 6,043 As of February 28, 2016 Balance Sheet Classification Unrealized Cash and Short-Term Adjusted Gains Fair Cash Marketable Other Cost (Losses) Value Equivalents Securities Assets Cash $ 6,890 $ - $ 6,890 $ 6,890 $ - $ - Level 1: Mutual funds (1) 3,753 (383 ) 3,370 - - 3,370 LoJack common stock (3) 4,050 1,416 5,466 - - 5,466 Level 2: Repurchase agreements 130,900 - 130,900 130,900 - - Corporate bonds 82,300 (16 ) 82,284 1,556 80,728 Commercial paper 8,032 - 8,032 42 7,990 - Total $ 235,925 $ 1,017 $ 236,942 $ 139,388 $ 88,718 $ 8,836 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): February 28, 2017 2016 Raw materials $ 15,822 $ 14,145 Work in process 294 180 Finished goods 13,163 2,406 $ 29,279 $ 16,731 |
PROPERTY, EQUIPMENT AND IMPRO29
PROPERTY, EQUIPMENT AND IMPROVEMENTS (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Improvements | Property, equipment and improvements consist of the following (in thousands): February 28, 2017 2016 Leasehold improvements $ 3,484 $ 1,815 LoJack system components and law enforcement tracking units 22,412 - Plant equipment and tooling 20,420 12,541 Office equipment, computers and furniture 14,123 6,468 Software 28,225 9,789 88,664 30,613 Less accumulated depreciation and amortization (70,388 ) (21,852 ) 18,276 8,761 Fixed assets not yet in service 2,886 2,464 $ 21,162 $ 11,225 |
GOODWILL AND OTHER INTANGIBLE30
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | All goodwill shown in the accompanying consolidated balance sheets is associated with the Companys Wireless DataCom segment. Changes in goodwill are as follows (in thousands): Year Ended February 28, 2017 2016 Balance at beginning of period $ 16,508 $ 15,483 Acquisition of LoJack 56,472 - Acquisition of CrashBoxx - 1,025 Balance at end of period $ 72,980 $ 16,508 |
Schedule of Other Intangible Assets | Other intangible assets are comprised as follows (in thousands): Gross Accumulated Amortization Net Amortization Feb. 28, Feb. 28, Feb. 28, Feb. 28, Feb. 28, Feb. 28, Period 2016 Additions 2017 2016 Expense 2017 2017 2016 Supply contract 5 years $ 2,220 $ - $ 2,220 $ 1,679 $ 433 $ 2,112 $ 108 $ 541 Developed technology 2-7 years 14,080 8,200 22,280 6,427 3,896 10,323 11,957 7,653 Tradenames 7-10 years 2,143 35,500 37,643 1,522 3,704 5,226 32,417 621 Customer lists 4-7 years 18,300 4,650 22,950 10,358 4,660 15,018 7,932 7,942 Dealer relationships 7 years - 16,850 16,850 - 2,308 2,308 14,542 - Covenants not to compete 5 years 170 170 128 34 162 8 42 Patents 5 years 273 74 347 62 26 88 259 211 $ 37,186 $ 65,274 $ 102,460 $ 20,176 $ 15,061 $ 35,237 $ 67,223 $ 17,010 |
Schedule of Future Amortization Expense | $ 37,186 $ 65,274 $ 102,460 $ 20,176 $ 15,061 $ 35,237 $ 67,223 $ 17,010 Amortization expense of intangible assets was $15,061,000, $6,626,000 and $6,590,000 in fiscal years 2017, 2016 and 2015, respectively. All intangible asset amortization expense is attributable to the Wireless DataCom segment. Estimated amortization expense in future fiscal years is as follows (in thousands): Fiscal Year 2018 $ 15,010 2019 11,664 2020 9,657 2021 7,834 2022 6,201 Thereafter 16,857 $ 67,223 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consist of the following (in thousands): February 28, 2017 2016 Deferred compensation plan assets $ 5,801 $ 3,370 Investment in international licensees 2,282 - Equity investment in and loans to UK affiliate 2,402 1,167 Other 2,080 637 Investment in LoJack common stock - 5,466 $ 12,565 $ 10,640 |
FINANCING ARRANGEMENTS AND CO32
FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS [Abstract] | |
Schedule of Balances Attributable to the Notes | Balances attributable to the Notes consist of the following (in thousands): February 28, 2017 2016 Principal $ 172,500 $ 172,500 Less: Unamortized debt discount (22,770 ) (29,002 ) Unamortized debt issuance costs (2,903 ) (3,698 ) Net carrying amount of the Notes $ 146,827 $ 139,800 |
Schedule of Contractual Cash Obligations | Following is a summary of the Company's contractual cash obligations as of February 28, 2017 (in thousands): Future Estimated Cash Payments Due by Fiscal Year 2018 2019 2020 2021 2022 Thereafter Total Convertible senior notes principal $ - $ - $ - $ 172,500 $ - $ - $ 172,500 Convertible senior notes stated interest 2,803 2,803 2,803 1,402 - - 9,811 Operating leases 6,815 5,311 3,403 1,748 1,112 2,799 21,188 Purchase obligations 23,420 - - - - - 23,420 Other contractual commitments 2,115 - - - - - 2,115 Total contractual obligations $ 35,153 $ 8,114 $ 6,206 $ 175,650 $ 1,112 $ 2,799 $ 229,034 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Taxes | The Company's income (loss) before income taxes and equity in net loss of affiliate consists of the following (in thousands): Year Ended February 28, 2017 2016 2015 Domestic $ (11,910 ) $ 22,461 $ 24,684 Foreign 3,727 (120 ) 116 Total income (loss) before income taxes and equity in net loss of affiliate $ (8,183 ) $ 22,341 $ 24,800 |
Schedule of Income Tax Benefit (Provision) | The income tax benefit (provision) consists of the following (in thousands): Year Ended February 28, 2017 2016 2015 Current: Federal $ - $ (182 ) $ - State (137 ) (208 ) (325 ) Foreign (1,035 ) (60 ) (49 ) Total current (1,172 ) (450 ) (374 ) Deferred: Federal 1,712 (4,331 ) (8,134 ) State 539 209 216 Foreign 484 - - Total deferred 2,735 (4,122 ) (7,918 ) Income tax benefit (provision) $ 1,563 $ (4,572 ) $ (8,292 ) |
Reconciliation of Effective Income Tax Benefit (Provision) | Differences between the income tax benefit (provision) reported in the consolidated statements of comprehensive income (loss) and the income tax amount computed using the statutory U.S. federal income tax rate are as follows (in thousands): Year Ended February 28, 2017 2016 2015 Income tax benefit (provision) at U.S. statutory federal rate of 35% $ 2,864 $ (7,819 ) $ (8,680 ) State income tax provision, net of federal income tax effect 182 (833 ) (867 ) Foreign taxes 68 (102 ) 41 Valuation allowance reductions (increases) (1,391 ) 2,541 250 Research and development tax credits 806 1,008 1,556 Other, net (966 ) 633 (592 ) Total income tax benefit (provision) $ 1,563 $ (4,572 ) $ (8,292 ) |
Schedule of Net Deferred Tax Income Assets | The components of net deferred income tax assets for U.S. income tax purposes are as follows (in thousands): February 28, 2017 2016 Net operating loss carryforwards $ 23,751 $ 10,660 Depreciation, amortization and impairments (21,959 ) 1,598 Research and development credits 12,307 9,747 Stock-based compensation 2,855 2,383 Other tax credits 3,650 917 Inventory reserve 903 502 Warranty reserve 670 752 Payroll and employee benefit accruals 3,012 2,421 Allowance for doubtful accounts 961 241 Other accrued liabilities 6,738 2,694 Other, net 1,203 (84 ) Gross deferred tax assets 34,091 31,831 Valuation allowance (6,587 ) (1,618 ) Net deferred tax assets $ 27,504 $ 30,213 |
Reconciliation of Unrecognized Tax Benefits | Activity in the amount of unrecognized tax benefits for uncertain tax positions during the past three years is as follows (in thousands): Balance at February 28, 2014 $ 1,029 Change in fiscal 2015 - Balance at February 28, 2015 1,029 Change in fiscal 2016 - Balance at February 28, 2016 1,029 Change in fiscal 2017 - Balance at February 28, 2017 $ 1,029 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Equity [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for fiscal years 2017, 2016 and 2015 (options in thousands): Weighted Number of Average Options Exercise Price Outstanding at February 28, 2014 1,093 $ 5.04 Granted 61 17.47 Exercised (143 ) 5.01 Forfeited or expired (4 ) 6.88 Outstanding at February 28, 2015 1,007 5.80 Granted 82 17.54 Exercised (228 ) 5.62 Forfeited or expired (1 ) 1.80 Outstanding at February 28, 2016 860 6.96 Granted 227 14.49 Exercised (125 ) 7.67 Forfeited or expired (7 ) 15.70 Outstanding at February 28, 2017 955 $ 8.60 Exercisable at February 28, 2017 624 $ 5.03 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted average fair value for stock options granted in fiscal years 2017, 2016 and 2015 was $6.69, $9.39 and $11.02, respectively. The fair value of options at the grant date was determined using the Black-Scholes option pricing model with the following assumptions: Year Ended February 28, Black-Scholes Valuation Assumptions 2017 2016 2015 Expected life (years) (1) 6 6 6 Expected volatility (2) 48 % 56 % 70 % Risk-free interest rates (3) 1.3 % 1.8 % 1.9 % Expected dividend yield 0 % 0 % 0 % |
Summary of Restricted Stock Shares, Performance Stock Units (PSU's) and RSUs Activity | Changes in the Company's outstanding restricted stock shares, PSUs and RSUs during fiscal years 2017, 2016 and 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, 2014 1,024 $ 8.02 Granted 365 17.92 Vested (471 ) 6.28 Forfeited (32 ) 11.69 Outstanding at February 28, 2015 886 12.90 Granted 517 17.75 Vested (407 ) 9.97 Forfeited (43 ) 15.55 Outstanding at February 28, 2016 953 16.66 Granted 766 14.63 Vested (382 ) 15.18 Forfeited (98 ) 15.64 Outstanding at February 28, 2017 1,239 $ 15.94 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense during fiscal years 2017, 2016 and 2015 is included in the following captions of the consolidated statements of comprehensive income (loss) (in thousands): Year Ended February 28, 2017 2016 2015 Cost of revenues $ 374 $ 229 $ 241 Research and development 1,033 781 613 Selling 1,655 1,208 591 General and administrative 4,771 3,636 2,655 $ 7,833 $ 5,854 $ 4,100 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Earnings (loss) per share: | |
Schedule of Weighted Average Number of Shares | The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share amounts): Year Ended February 28, 2017 2016 2015 Net income (loss) $ (7,904 ) $ 16,940 $ 16,508 Basic weighted average number of common shares outstanding 35,917 36,448 35,784 Effect of stock options and restricted stock units computed on treasury stock method - 502 746 Diluted weighted average number of common shares outstanding 35,917 36,950 36,530 Earnings (loss) per share: Basic $ (0.22 ) $ 0.46 $ 0.46 Diluted $ (0.22 ) $ 0.46 $ 0.45 |
COMPREHENSIVE INCOME (LOSS) (Ta
COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss | The following table shows the changes in Accumulated Other Comprehensive Loss by component for fiscal years 2017, 2016 and 2015 (in thousands): Cumulative Unrealized Foreign Gains/Losses Currency on Marketable Translation Securities Total Balances at February 29, 2014 $ (65 ) $ - $ (65 ) Other comprehensive loss, net of tax - - - Balances at February 29, 2015 (65 ) - (65 ) Other comprehensive loss, net of tax (161 ) - (161 ) Balances at February 29, 2016 (226 ) - (226 ) Other comprehensive loss, net of tax (280 ) (35 ) (315 ) Balances at February 29, 2017 $ (506 ) $ (35 ) $ (541 ) |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
OTHER FINANCIAL INFORMATION [Abstract] | |
Schedule of Supplemental Balance Sheet Information | Other current liabilities consist of the following (in thousands): February 28, 2017 2016 Warranty reserves $ 6,518 $ 1,892 Litigation reserve 10,144 2,900 Other 8,296 3,583 $ 24,958 $ 8,375 |
Schedule of Investment income (loss) | Investment income consists of the following (in thousands): Year Ended February 28, 2017 2016 2015 Investment income on cash equivalents and marketable securities $ 636 $ 814 $ 58 Investment income (loss) on deferred compensation plan Rabbi Trust assets 864 (359 ) 166 Other investment income 191 - - Gain on investment in LoJack common stock - 1,416 - Total investment income $ 1,691 $ 1,871 $ 224 |
Schedule of Interest expense | Interest expense consists of the following (in thousands): Year Ended February 28, 2017 2016 2015 Interest expense on convertible senior unsecured notes: Stated interest at 1.625% per annum $ 2,803 $ 2,268 $ - Amortization of note discount 6,232 4,613 - Amortization of debt issue costs 795 588 - Total interest expense on convertible notes 9,830 7,469 - Other interest expense 66 126 296 Total interest expense $ 9,896 $ 7,595 $ 296 |
Schedule of Supplemental Cash Flow Information | Net cash provided by operating activities in the consolidated statements of cash flows includes cash payments for interest and income taxes as follows (in thousands): Year Ended February 28, 2017 2016 2015 Interest expense paid $ 2,852 $ 1,512 $ 12 Income tax paid $ 2,259 $ 451 $ 347 |
Schedule of Supplemental Non-Cash Investing and Financing Activities | Following is the supplemental schedule of non-cash investing and financing activities (in thousands): Year Ended February 28, 2017 2016 2015 Acquisition of CrashBoxx in April 2015: Accrued liability for earn-out consideration $ - $ 455 $ - |
Schedule of Valuation and Qualifying Accounts | Following is the Company's schedule of valuation and qualifying accounts for the last three years (in thousands): Charged Balance at (credited) beginning to costs and Balance at of year expenses Deductions Other (1) end of year Allowance for doubtful accounts: Fiscal 2015 $ 761 $ 188 $ (276 ) $ - $ 673 Fiscal 2016 673 170 (221 ) - 622 Fiscal 2017 622 541 (201 ) - 962 Warranty reserve: Fiscal 2015 $ 1,516 $ 1,333 $ (1,030 ) $ - $ 1,819 Fiscal 2016 1,819 1,015 (942 ) - 1,892 Fiscal 2017 1,892 1,305 (2,562 ) 5,883 6,518 Deferred tax assets valuation allowance: Fiscal 2015 $ 4,849 $ 150 $ (840 ) $ - $ 4,159 Fiscal 2016 4,159 - (2,541 ) - 1,618 Fiscal 2017 1,618 1,391 - 3,578 6,587 |
SEGMENT AND GEOGRAPHIC DATA (Ta
SEGMENT AND GEOGRAPHIC DATA (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Information by business segment is as follows (in thousands, except percentages): Year ended February 28, 2017 Year ended February 28, 2016 Operating Segments Operating Segments Wireless Corporate Wireless Corporate DataCom Satellite Expenses Total DataCom Satellite Expenses Total Revenues $ 336,033 $ 15,069 $ 351,102 $ 241,387 $ 39,332 $ 280,719 Gross profit $ 139,623 $ 3,729 $ 143,352 $ 91,976 $ 10,983 $ 102,959 Gross margin 41.6 % 24.7 % 40.8 % 38.1 % 27.9 % 36.7 % Operating income $ 6,937 $ 1,547 $ (8,361 ) $ 123 $ 26,501 $ 8,064 $ (6,480 ) $ 28,085 Year ended February 28, 2015 Operating Segments Wireless Corporate DataCom Satellite Expenses Total Revenues $ 213,119 $ 37,487 $ 250,606 Gross profit $ 77,899 $ 9,505 $ 87,404 Gross margin 36.6 % 25.4 % 34.9 % Operating income $ 23,833 $ 5,017 $ (3,910 ) $ 24,940 |
QUARTERLY FINANCIAL INFORMATI39
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Fiscal 2017 First Second Third Fourth Quarter Quarter Quarter Quarter Total Revenues $ 91,147 $ 90,479 $ 83,350 $ 86,126 $ 351,102 Gross profit 34,834 37,614 35,117 35,787 143,352 Gross margin 38.2 % 41.6 % 42.1 % 41.6 % 40.8 % Net income (loss) (2,659 ) 521 (1,527 ) (4,239 ) (7,904 ) Earnings (loss) per diluted share (0.07 ) 0.01 (0.04 ) (0.12 ) (0.22 ) Fiscal 2016 First Second Third Fourth Quarter Quarter Quarter Quarter Total Revenues $ 65,429 $ 69,808 $ 74,675 $ 70,807 $ 280,719 Gross profit 23,526 25,303 26,574 27,556 102,959 Gross margin 36.0 % 36.2 % 35.6 % 38.9 % 36.7 % Net income 4,059 3,499 3,876 5,506 16,940 Earnings per diluted share 0.11 0.10 0.10 0.15 0.46 |
DESCRIPTION OF BUSINESS AND S40
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Foreign transaction exchange gains (losses) | $ (103) | $ (27) | $ (53) |
Unrecognized deferred income tax asset to be recorded from adoption of ASU 2016-09 | $ 11,700 | ||
Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||
Warranty Term | 12 months | ||
Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Warranty Term | 24 months |
DESCRIPTION OF BUSINESS AND S41
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Concentrations of Risk) (Details) | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Wireless Datacom [Member] | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 12.00% | 15.00% | |
Inventory Purchases [Member] | Major Supplier [Member] | Supplier Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 11.00% | ||
Inventory Purchases [Member] | Major Supplier [Member] | Supplier One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 34.00% | 56.00% | 59.00% |
Inventory Purchases [Member] | Major Supplier [Member] | Supplier Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 14.00% | 16.00% | |
Accounts Payable [Member] | Major Supplier [Member] | Supplier Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 8.00% | ||
Accounts Payable [Member] | Major Supplier [Member] | Supplier One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 33.00% | ||
Accounts Payable [Member] | Major Supplier [Member] | Supplier Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 18.00% | ||
Revenues [Member] | Customer Concentration Risk [Member] | Echo Star [Member] | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 4.00% | 14.00% | 15.00% |
DESCRIPTION OF BUSINESS AND S42
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Useful Lives of Assets) (Details) | 12 Months Ended |
Feb. 28, 2017 | |
Office equipment, computers and furniture [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Office equipment, computers and furniture [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Tooling [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 18 months |
Software Development [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Software Development [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - USD ($) $ in Thousands | Mar. 15, 2016 | Apr. 17, 2015 | Feb. 28, 2017 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | Feb. 28, 2016 |
Business Acquisition [Line Items] | |||||||
Intangible asset amortization | $ 15,061 | $ 6,626 | $ 6,590 | ||||
Inventory | $ 29,279 | 29,279 | 16,731 | ||||
Property, equipment and improvements, net | 21,162 | 21,162 | 11,225 | ||||
Cost of revenue | 207,750 | 177,760 | $ 163,202 | ||||
LoJack [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 131,700 | ||||||
Future earn-out payments | $ 5,500 | ||||||
Shares issued for business acquisition | 850,100 | ||||||
Net receivables | $ 21,200 | ||||||
Gross receivables acquired | 22,300 | ||||||
Amounts not expected to be collected | $ 1,100 | ||||||
Acquisition and integration-related costs | 4,513 | 4,513 | $ (4,168) | ||||
Revenues included in results of operations | $ 117,500 | ||||||
LoJack [Member] | Fair Value Adjustment to Inventory [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Inventory acquired | $ 4,300 | ||||||
Inventory | 200 | ||||||
LoJack [Member] | Fair Value Adjustment to Property, Equipment and Improvements [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Property, equipment and improvements, net | $ 2,500 | ||||||
Cost of revenue | $ 700 | ||||||
CrashBoxx [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash payment for acquisition | $ 1,500 | ||||||
Future earn-out payments | $ 455 |
ACQUISITIONS (Summary of Purcha
ACQUISITIONS (Summary of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Mar. 15, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | Apr. 17, 2015 |
Business Acquisition [Line Items] | |||||
Net cash paid | $ 1,500 | ||||
Fair value of net assets acquired: | |||||
Goodwill | $ 72,980 | $ 16,508 | $ 15,483 | ||
LoJack Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 131,735 | ||||
Less cash acquired, net of debt assumed | (9,303) | ||||
Net cash paid | 122,432 | ||||
Fair value of net assets acquired: | |||||
Current assets other than cash | 41,214 | ||||
Property and equipment | 11,910 | ||||
Other non-current assets | 4,208 | ||||
Deferred tax liabilities | (5,466) | ||||
Current liabilities | (37,647) | ||||
Deferred revenue, non-current | (10,883) | ||||
Other non-current liabilities | (2,576) | ||||
Total fair value of net assets acquired | 65,960 | ||||
Goodwill | 56,472 | ||||
LoJack Corporation [Member] | Developed technology [Member] | |||||
Fair value of net assets acquired: | |||||
Finite-lived intangible assets | 8,200 | ||||
LoJack Corporation [Member] | Tradename [Member] | |||||
Fair value of net assets acquired: | |||||
Finite-lived intangible assets | 35,500 | ||||
LoJack Corporation [Member] | Customer lists [Member] | |||||
Fair value of net assets acquired: | |||||
Finite-lived intangible assets | 4,650 | ||||
LoJack Corporation [Member] | Dealer relationships [Member] | |||||
Fair value of net assets acquired: | |||||
Finite-lived intangible assets | $ 16,850 | ||||
CrashBoxx [Member] | |||||
Fair value of net assets acquired: | |||||
Goodwill | $ 1,025 | ||||
CrashBoxx [Member] | Developed technology [Member] | |||||
Fair value of net assets acquired: | |||||
Finite-lived intangible assets | $ 930 |
ACQUISITION (Schedules of Pro F
ACQUISITION (Schedules of Pro Forma Information) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 14, 2016 | Feb. 28, 2017 | Nov. 30, 2016 | Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Dec. 31, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2016 | Feb. 28, 2015 |
Business Acquisition [Line Items] | ||||||||||||||
Net income (loss) | $ (4,239) | $ (1,527) | $ 521 | $ (2,659) | $ 5,506 | $ 3,876 | $ 3,499 | $ 4,059 | $ (7,904) | $ 16,940 | $ 16,508 | |||
Revenues | 86,126 | $ 83,350 | $ 90,479 | $ 91,147 | 70,807 | $ 74,675 | $ 69,808 | $ 65,429 | 351,102 | 280,719 | 250,606 | |||
Cost of revenue | 207,750 | 177,760 | 163,202 | |||||||||||
Income tax benefit (provision) | 1,563 | (4,572) | $ (8,292) | |||||||||||
LoJack [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenues | 356,357 | 408,464 | ||||||||||||
Net income | $ 1,132 | $ 5,069 | ||||||||||||
Basic | $ 0.03 | $ 0.14 | ||||||||||||
Diluted | $ 0.03 | $ 0.14 | ||||||||||||
Basic weighted average number of common shares outstanding | 35,917 | 36,448 | ||||||||||||
Diluted weighted average number of common shares outstanding | 36,397 | 36,950 | ||||||||||||
Net income (loss) | $ 973 | $ 3,197 | $ 1,132 | $ 5,069 | ||||||||||
Revenues | 1,807 | (1,807) | ||||||||||||
Amortization of intangible assets and depreciation of property, equipment and improvements acquired | (309) | (7,402) | ||||||||||||
Acquisition and integration expenses | $ 4,513 | $ (4,168) | 4,513 | (4,168) | ||||||||||
Net increase (decrease) in pretax income (loss) | 11,323 | (14,519) | ||||||||||||
Income tax benefit (provision) | (2,287) | 2,648 | ||||||||||||
Change in net income (loss) | 9,036 | $ (11,871) | ||||||||||||
LoJack [Member] | Fair Value Adjustment to Inventory [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Amortization of intangible assets and depreciation of property, equipment and improvements acquired | $ 4,339 | $ (4,339) |
CASH, CASH EQUIVALENTS AND IN46
CASH, CASH EQUIVALENTS AND INVESTMENTS (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Mar. 18, 2016 | Feb. 29, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Adjusted Cost | $ 106,161 | $ 235,925 | ||
Unrealized Gains (Losses) | 310 | 1,017 | ||
Fair Value | 106,471 | 236,942 | ||
Cash [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Adjusted Cost | 39,322 | 6,890 | ||
Unrealized Gains (Losses) | ||||
Fair Value | 39,322 | 6,890 | ||
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Adjusted Cost | 3,406 | |||
Unrealized Gains (Losses) | ||||
Fair Value | 3,406 | |||
Fair Value, Inputs, Level 1 [Member] | Mutual funds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Adjusted Cost | [1] | 5,429 | 3,753 | |
Unrealized Gains (Losses) | [1] | 372 | (383) | |
Fair Value | [1] | 5,801 | 3,370 | |
Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Adjusted Cost | [2] | 296 | ||
Unrealized Gains (Losses) | [2] | (54) | ||
Fair Value | [2] | 242 | ||
Fair Value, Inputs, Level 2 [Member] | Repurchase Agreements [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Adjusted Cost | 24,000 | 130,900 | ||
Unrealized Gains (Losses) | ||||
Fair Value | 24,000 | 130,900 | ||
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Adjusted Cost | 33,708 | 82,300 | ||
Unrealized Gains (Losses) | (8) | (16) | ||
Fair Value | 33,700 | 82,284 | ||
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Adjusted Cost | 8,032 | |||
Unrealized Gains (Losses) | ||||
Fair Value | 8,032 | |||
Cash and Cash Equivalents [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 93,706 | 139,388 | ||
Cash and Cash Equivalents [Member] | Cash [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 39,322 | 6,890 | ||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 3,406 | |||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | Mutual funds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | [1] | |||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | [2] | |||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | Repurchase Agreements [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 24,000 | 130,900 | ||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 26,978 | 1,556 | ||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 42 | |||
Short Term Marketable Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 6,722 | 88,718 | ||
Short Term Marketable Securities [Member] | Cash [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | ||||
Short Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | ||||
Short Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Mutual funds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | [1] | |||
Short Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | [2] | |||
Short Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Repurchase Agreements [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | ||||
Short Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 6,722 | 80,728 | ||
Short Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 7,990 | |||
Other Assets [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | 6,043 | 8,836 | ||
Other Assets [Member] | Cash [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | ||||
Other Assets [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | ||||
Other Assets [Member] | Fair Value, Inputs, Level 1 [Member] | Mutual funds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | [1] | 5,801 | 3,370 | |
Other Assets [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | [2] | 242 | ||
Other Assets [Member] | Fair Value, Inputs, Level 2 [Member] | Repurchase Agreements [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | ||||
Other Assets [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | ||||
Other Assets [Member] | Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | ||||
LoJack [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment Owned, Balance, Shares | 850,100 | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||
LoJack [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Adjusted Cost | [3] | $ 4,050 | ||
Unrealized Gains (Losses) | [3] | 1,416 | ||
Fair Value | [3] | 5,466 | ||
LoJack [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | [3] | |||
LoJack [Member] | Short Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | [3] | |||
LoJack [Member] | Other Assets [Member] | Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value | [3] | $ 5,466 | ||
[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. The deferred compensation plan liability is included in Other Non-current Liabilities in the accompanying consolidated balance sheets. | |||
[2] | The equity investment in LoJacks French licensee, in the form of a publicly-traded common stock, is accounted for as an available-for-sale security and is valued at the quoted closing price on its market exchange. The related unrealized gains or losses are included in accumulated other comprehensive income (loss) in the stockholders equity section of the consolidated balance sheet. | |||
[3] | The Company purchased 850,100 shares of LoJack common stock in the open market in November and December 2015, prior to entering into a definitive agreement to acquire 100% of LoJacks common stock. These shares were considered trading securities and were recorded at fair value as of February 28, 2016. |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Feb. 29, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 15,822 | $ 14,145 |
Work in process | 294 | 180 |
Finished goods | 13,163 | 2,406 |
Inventories | $ 29,279 | $ 16,731 |
PROPERTY, EQUIPMENT AND IMPRO48
PROPERTY, EQUIPMENT AND IMPROVEMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, equipment and improvements, net of accumulated depreciation and amortization | $ 21,162 | $ 11,225 | |
Depreciation expense | 8,408 | 3,582 | $ 2,796 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and improvements, gross | 3,484 | 1,815 | |
LoJack system components and law enforcement tracking units [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and improvements, gross | 22,412 | ||
Plant equipment and tooling [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and improvements, gross | 20,420 | 12,541 | |
Office equipment, computers and furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and improvements, gross | 14,123 | 6,468 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and improvements, gross | 28,225 | 9,789 | |
Property and Equipment, Excluding Fixed Assets Not Yet In Service [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and improvements, gross | 88,664 | 30,613 | |
Less accumulated depreciation and amortization | (70,388) | (21,852) | |
Property, equipment and improvements, net of accumulated depreciation and amortization | 18,276 | 8,761 | |
Fixed Assets Not Yet in Service [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and improvements, gross | $ 2,886 | $ 2,464 |
GOODWILL AND OTHER INTANGIBLE49
GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Goodwill [Line Items] | ||
Balance at beginning of period | $ 16,508 | $ 15,483 |
Balance at end of period | 72,980 | 16,508 |
LoJack Corporation [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired during period | 56,472 | |
CrashBoxx [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired during period | $ 1,025 |
GOODWILL AND OTHER INTANGIBLE50
GOODWILL AND OTHER INTANGIBLE ASSETS (Useful Lives of Other Intangible Assets) (Details) | 12 Months Ended |
Feb. 28, 2017 | |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 2 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 10 years |
Supply contract [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 5 years |
Developed technology [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 2 years |
Developed technology [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 7 years |
Tradename [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 7 years |
Tradename [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 10 years |
Customer lists [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 4 years |
Customer lists [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 7 years |
Dealer relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 7 years |
Covenants not to Compete [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 5 years |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period | 5 years |
GOODWILL AND OTHER INTANGIBLE51
GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Other Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | $ 37,186 | ||
Additions | 65,274 | ||
Ending balance | 102,460 | $ 37,186 | |
Beginning balance | 20,176 | ||
Intangible assets amortization expense | 15,061 | 6,626 | $ 6,590 |
Ending balance | 35,237 | 20,176 | |
Net | 67,223 | 17,010 | |
Supply contract [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | 2,220 | ||
Additions | |||
Ending balance | 2,220 | 2,220 | |
Beginning balance | 1,679 | ||
Intangible assets amortization expense | 433 | ||
Ending balance | 2,112 | 1,679 | |
Net | 108 | 541 | |
Developed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | 14,080 | ||
Additions | 8,200 | ||
Ending balance | 22,280 | 14,080 | |
Beginning balance | 6,427 | ||
Intangible assets amortization expense | 3,896 | ||
Ending balance | 10,323 | 6,427 | |
Net | 11,957 | 7,653 | |
Tradename [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | 2,143 | ||
Additions | 35,500 | ||
Ending balance | 37,643 | 2,143 | |
Beginning balance | 1,522 | ||
Intangible assets amortization expense | 3,704 | ||
Ending balance | 5,226 | 1,522 | |
Net | 32,417 | 621 | |
Customer lists [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | 18,300 | ||
Additions | 4,650 | ||
Ending balance | 22,950 | 18,300 | |
Beginning balance | 10,358 | ||
Intangible assets amortization expense | 4,660 | ||
Ending balance | 15,018 | 10,358 | |
Net | 7,932 | 7,942 | |
Dealer relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | |||
Additions | 16,850 | ||
Ending balance | 16,850 | ||
Beginning balance | |||
Intangible assets amortization expense | 2,308 | ||
Ending balance | 2,308 | ||
Net | 14,542 | ||
Covenants not to Compete [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | 170 | ||
Additions | |||
Ending balance | 170 | 170 | |
Beginning balance | 128 | ||
Intangible assets amortization expense | 34 | ||
Ending balance | 162 | 128 | |
Net | 8 | 42 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | 273 | ||
Additions | 74 | ||
Ending balance | 347 | 273 | |
Beginning balance | 62 | ||
Intangible assets amortization expense | 26 | ||
Ending balance | 88 | 62 | |
Net | $ 259 | $ 211 |
GOODWILL AND OTHER INTANGIBLE52
GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Feb. 29, 2016 |
Fiscal Year | ||
2,018 | $ 15,010 | |
2,019 | 11,664 | |
2,020 | 9,657 | |
2,021 | 7,834 | |
2,022 | 6,201 | |
Thereafter | 16,857 | |
Net | $ 67,223 | $ 17,010 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) | 12 Months Ended | ||||
Feb. 28, 2017USD ($) | Feb. 29, 2016USD ($) | Feb. 29, 2016GBP (£) | Feb. 28, 2015USD ($) | Feb. 28, 2017GBP (£) | |
Schedule of Equity Method Investments [Line Items] | |||||
Deferred compensation plan assets | $ 5,801,000 | $ 3,370,000 | |||
Investment in international licensees | 2,282,000 | ||||
Equity investment in and loans to UK affiliate | 2,402,000 | 1,167,000 | |||
Other | 2,080,000 | 637,000 | |||
Total | 12,565,000 | 10,640,000 | |||
Unrealized gain on investment in LoJack common stock | 1,416,000 | ||||
Investment in equity method investment | 2,636,000 | 2,156,000 | |||
Equity in net loss of affiliate | (1,284,000) | (829,000) | |||
Foreign currency cumulative translation adjustment | (280,000) | (161,000) | |||
Smart Driver Club Limited [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in LoJack common stock | 5,466,000 | ||||
Investment in equity method investment | 2,156,000 | ||||
Equity in net loss of affiliate | 1,284,000 | (829,000) | |||
Foreign currency cumulative translation adjustment | $ 220,000 | $ (161,000) | |||
Equity Method Investment, Ownership Percentage | 49.00% | 49.00% | |||
Debt instrument, face amount | $ 2,636,000 | ||||
Rate of interest | 8.00% | 8.00% | |||
LoJack Mexican Licensee [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in international licensees | $ 1,700,000 | ||||
Ownership percentage of cost-method investments | 12.50% | 12.50% | |||
LoJack Benelux Licensee [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in international licensees | $ 340,000 | ||||
Ownership percentage of cost-method investments | 17.50% | 17.50% | |||
LoJack French Licensee [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in international licensees | $ 242,000 | ||||
Ownership percentage of cost-method investments | 5.50% | 5.50% | |||
GBP [Member] | Smart Driver Club Limited [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in equity method investment | £ | £ 1,400,000 | ||||
Debt instrument, face amount | £ | £ 2,000,000 |
FINANCING ARRANGEMENTS AND CO54
FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS (Bank Credit Facility) (Details) - Line of Credit [Member] $ in Millions | 12 Months Ended |
Feb. 28, 2017USD ($) | |
Bank Credit Facility | |
Maximum borrowing capacity | $ 15 |
Maximum borrowing capacity, percent of eligible accounts receivable | 85.00% |
Maturity date | Jun. 1, 2017 |
FINANCING ARRANGEMENTS AND CO55
FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS (Long-term Debt) (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | ||
May 31, 2015USD ($) | Feb. 28, 2017USD ($)$ / sharesshares | Feb. 29, 2016USD ($) | Feb. 28, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Issuance costs attributable to the liability component | $ 5,291 | |||
Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 172,500 | $ 172,500 | $ 172,500 | |
Interest rate (as a percent) | 1.625% | 1.625% | 1.625% | 1.625% |
Net proceeds from sale of the Notes | $ 167,200 | |||
Unamortized issuance costs | 5,300 | $ (2,903) | $ (3,698) | |
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) | $ / shares | $ 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 | shares | 2.5 | |||
Discount rate (as a percent) | 6.20% | |||
Conversion premium | $ 33,600 | |||
Debt discount to be amortized | 33,600 | $ 22,770 | $ 29,002 | |
Effective interest rate | 6.20% | |||
Deferred tax asset related to notes issuance | $ 400 | |||
Equity component of issuance costs | 1,000 | |||
Fair value of the Notes | $ 138,900 | 16,900 | ||
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. | |||
Note Hedge [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 172,500 | |||
Conversion price (in dollars per share) | $ / shares | $ 27.594 |
FINANCING ARRANGEMENTS AND CO56
FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS (Schedule of Balances Attributable to Notes) (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Feb. 29, 2016 | May 31, 2015 |
Liability component: | |||
1.625% convertible senior unsecured notes | $ 146,827 | $ 139,800 | |
Convertible Senior Notes [Member] | |||
Liability component: | |||
Term loan amount | 172,500 | 172,500 | $ 172,500 |
Less: Unamortized debt discount | (22,770) | (29,002) | (33,600) |
Unamortized debt issuance costs | (2,903) | (3,698) | $ 5,300 |
1.625% convertible senior unsecured notes | $ 146,827 | $ 139,800 |
FINANCING ARRANGEMENTS AND CO57
FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS (Note Hedge and Warrant Arrangements) (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 30, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | May 31, 2015 |
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 | 6,250,000 | ||||
Debt Instrument, Face 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 | ||||
Proceeds from issuance of warrants | $ 16,000 | ||||
Issue discount interest deductible for income tax purposes | 31,300 | ||||
Deferred tax asset | 12,000 | ||||
Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 172,500 | $ 172,500 | $ 172,500 | ||
Conversion price for the Notes | $ 27.594 |
FINANCING ARRANGEMENTS AND CO58
FINANCING ARRANGEMENTS AND CONTRACTUAL CASH OBLIGATIONS (Contractual Cash Obligations) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | May 31, 2015 | |
Total contractual obligations | ||||
Rent expense under operating leases | $ 6,994 | $ 2,179 | $ 2,146 | |
Other Contractual Commitments [Member] | ||||
Commitments | ||||
2,018 | 2,115 | |||
2,019 | ||||
2,020 | ||||
2,021 | ||||
2,022 | ||||
Thereafter | ||||
Total | 2,115 | |||
Operating leases | ||||
2,018 | 6,815 | |||
2,019 | 5,311 | |||
2,020 | 3,403 | |||
2,021 | 1,748 | |||
2,022 | 1,112 | |||
Thereafter | 2,799 | |||
Total | 21,188 | |||
Purchase obligations | ||||
2,018 | 23,420 | |||
2,019 | ||||
2,020 | ||||
2,021 | ||||
2,022 | ||||
Thereafter | ||||
Total | 23,420 | |||
Total contractual obligations | ||||
2,018 | 35,153 | |||
2,019 | 8,114 | |||
2,020 | 6,206 | |||
2,021 | 175,650 | |||
2,022 | 1,112 | |||
Thereafter | 2,799 | |||
Total | 229,034 | |||
Convertible Senior Notes [Member] | ||||
Debt | ||||
2,018 | ||||
2,019 | ||||
2,020 | ||||
2,021 | 172,500 | |||
2,022 | ||||
Thereafter | ||||
Total | 172,500 | $ 172,500 | $ 172,500 | |
Commitments | ||||
2,018 | 2,803 | |||
2,019 | 2,803 | |||
2,020 | 2,803 | |||
2,021 | 1,402 | |||
2,022 | ||||
Thereafter | ||||
Total | $ 9,811 |
INCOME TAXES (Income Before Inc
INCOME TAXES (Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (11,910) | $ 22,461 | $ 24,684 |
Foreign | 3,727 | (120) | 116 |
Income (loss) before income taxes and equity in net loss of affiliate | $ (8,183) | $ 22,341 | $ 24,800 |
INCOME TAXES (Income Tax Benefi
INCOME TAXES (Income Tax Benefit (Provision)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Current: | |||
Federal | $ (182) | ||
State | (137) | (208) | (325) |
Foreign | (1,035) | (60) | (49) |
Total current | (1,172) | (450) | (374) |
Deferred: | |||
Federal | 1,712 | (4,331) | (8,134) |
State | 539 | 209 | 216 |
Foreign | 484 | ||
Total deferred | 2,735 | (4,122) | (7,918) |
Total income tax provision | $ 1,563 | $ (4,572) | $ (8,292) |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of Income Tax Benefit (Provision)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision at U.S. statutory federal rate of 35% | $ 2,864 | $ (7,819) | $ (8,680) |
U.S. statutory federal rate | 35.00% | 35.00% | 35.00% |
State income tax provision, net of federal income tax effect | $ 182 | $ (833) | $ (867) |
Foreign taxes | 68 | (102) | 41 |
Valuation allowance reductions (increases) | (1,391) | 2,541 | 250 |
Research and development tax credits | 806 | 1,008 | 1,556 |
Other, net | (966) | 633 | (592) |
Total income tax provision | $ 1,563 | $ (4,572) | $ (8,292) |
INCOME TAXES (Deferred Tax Asse
INCOME TAXES (Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Feb. 29, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 23,751 | $ 10,660 |
Depreciation, amortization and impairments | (21,959) | 1,598 |
Research and development credits | 12,307 | 9,747 |
Stock-based compensation | 2,855 | 2,383 |
Other tax credits | 3,650 | 917 |
Inventory reserve | 903 | 502 |
Warranty reserve | 670 | 752 |
Payroll and employee benefit accruals | 3,012 | 2,421 |
Allowance for doubtful accounts | 961 | 241 |
Other accured liabilities | 6,738 | 2,694 |
Other, net | 1,203 | (84) |
Gross deferred tax assets | 34,091 | 31,831 |
Valuation allowance | (6,587) | (1,618) |
Net deferred tax assets | $ 27,504 | $ 30,213 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Excess tax deductions from share-based payment arrangements | $ 4.5 | $ 6.5 | |
Unrecognized tax benefit from uncertain tax position related to federal research and development tax credits | $ 1 | ||
Change in valuation allowance | $ 5 | ||
Valuation allowance percentage | 100.00% | ||
Undistributed earnings from non-U.S. operations | $ 16.8 | ||
Canada [Member] | |||
Foreign deferred tax assets | 7.2 | ||
Italian [Member] | |||
Foreign deferred tax assets | 6.2 | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 91 | ||
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | 8.6 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 87 | ||
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | 7.3 | ||
LoJack Corporation [Member] | |||
Change in valuation allowance | $ 3.6 |
INCOME TAXES (Unrecognized Tax
INCOME TAXES (Unrecognized Tax Benefits for Uncertain Tax Positions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, Balance | $ 1,029 | $ 1,029 | $ 1,029 |
Change in fiscal year | |||
Unrecognized tax benefits, Balance | $ 1,029 | $ 1,029 | $ 1,029 |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |||
Jan. 31, 2017 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | Feb. 28, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested restricted stock and RSUs retained to cover the the minimum required statutory amount of withholding taxes (Shares) | 121,608 | 147,335 | 175,176 | ||
Unrecognized share-based compensation cost | $ 16,900,000 | ||||
Unrecognized compensation cost, recognition period | 2 years 9 months 18 days | ||||
Shares available for grant | 1,258,772 | ||||
Proceeds from option exercises | $ 961,000 | $ 1,283,000 | $ 718,000 | ||
Aggregate fair value of options exercised and vested restricted stock-based awards | 6,349,000 | 9,078,000 | 9,900,000 | ||
Excess tax deductions from option exercises and vested restricted stock-based awards | 0 | $ 4,531,000 | $ 6,515,000 | ||
Stock repurchase program, authorized amount | $ 25,000,000 | ||||
Number of shares repurchased | 1,800,000 | ||||
Average cost per share | $ 14.20 | ||||
Unrecognized deferred income tax asset to be recorded from adoption of ASU 2016-09 | $ 11,700,000 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of units granted to non-employee directors | 20,000 | ||||
Vesting period | 12 months | ||||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Vesting period | 4 years | ||||
Weighted average fair value of stock options granted | $ 6.69 | $ 9.39 | $ 11.02 | ||
Weighted average remaining contractual term of outstanding options | 5 years 6 months | 4 years 8 months 12 days | |||
Aggregate intrinsic value of outstanding options | $ 7,500,000 | ||||
Weighted average remaining contractual term of exercisable options | 4 years 8 months 12 days | ||||
Aggregate intrinsic value of exercisable options | $ 9,700,000 |
STOCKHOLDERS' EQUITY (Summary o
STOCKHOLDERS' EQUITY (Summary of Stock Option Activity) (Details) - Employee Stock Option [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Number of Options | |||
Outstanding, beginning balance | 860 | 1,007 | 1,093 |
Granted | 227 | 82 | 61 |
Exercised | (125) | (228) | (143) |
Forfeited or expired | (7) | (1) | (4) |
Outstanding, ending balance | 955 | 860 | 1,007 |
Exercisable | 624 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning balance | $ 6.96 | $ 5.80 | $ 5.04 |
Granted | 14.49 | 17.54 | 17.47 |
Exercised | 7.67 | 5.62 | 5.01 |
Forfeited or expired | 15.70 | 1.80 | 6.88 |
Outstanding, ending balance | 8.60 | $ 6.96 | $ 5.80 |
Exercisable | $ 5.03 |
STOCKHOLDERS' EQUITY (Fair Valu
STOCKHOLDERS' EQUITY (Fair Value Assumptions) (Details) - Employee Stock Option [Member] | 12 Months Ended | |||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (years) | [1] | 6 years | 6 years | 6 years |
Expected volatility | [2] | 48.00% | 56.00% | 70.00% |
Risk-free interest rates | [3] | 1.30% | 1.80% | 1.90% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
[1] | The expected life of stock options is estimated based on historical experience. | |||
[2] | The expected volatility is estimated based on historical volatility of the Company's stock price. | |||
[3] | Based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of the stock options. |
STOCKHOLDERS' EQUITY (Summary68
STOCKHOLDERS' EQUITY (Summary of Restricted Stock Shares and RSUs Activity) (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Number of Restricted Shares, PSUs and RSUs | |||
Outstanding, beginning balance | 953 | 886 | 1,024 |
Granted | 766 | 517 | 365 |
Vested | (382) | (407) | (471) |
Forfeited | (98) | (43) | (32) |
Outstanding, ending balance | 1,239 | 953 | 886 |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning balance | $ 16.66 | $ 12.90 | $ 8.02 |
Granted | 14.63 | 17.75 | 17.92 |
Vested | 15.18 | 9.97 | 6.28 |
Forfeited | 15.64 | 15.55 | 11.69 |
Outstanding, ending balance | $ 15.94 | $ 16.66 | $ 12.90 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Stock-based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 7,833 | $ 5,854 | $ 4,100 |
Cost of revenues [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 374 | 229 | 241 |
Research and development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 1,033 | 781 | 613 |
Selling [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 1,655 | 1,208 | 591 |
General and administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 4,771 | $ 3,636 | $ 2,655 |
EARNINGS PER SHARE (Narrative)
EARNINGS PER SHARE (Narrative) (Details) - $ / shares | 12 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Convertible Senior Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion price (in dollars per share) | $ 27.594 | |
Outstanding Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 955,000 | 199,000 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,239,000 | 159,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2017 | Nov. 30, 2016 | Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Earnings (loss) per share: | |||||||||||
Net income (loss) | $ (4,239) | $ (1,527) | $ 521 | $ (2,659) | $ 5,506 | $ 3,876 | $ 3,499 | $ 4,059 | $ (7,904) | $ 16,940 | $ 16,508 |
Basic weighted average number of common shares outstanding | 35,917 | 36,448 | 35,784 | ||||||||
Effect of stock options and restricted stock units computed on treasury stock method | 502 | 746 | |||||||||
Diluted weighted average number of common shares outstanding | 35,917 | 36,950 | 36,530 | ||||||||
Basic | $ (0.22) | $ 0.46 | $ 0.46 | ||||||||
Diluted | $ (0.12) | $ (0.04) | $ 0.01 | $ (0.07) | $ 0.15 | $ 0.10 | $ 0.10 | $ 0.11 | $ (0.22) | $ 0.46 | $ 0.45 |
COMPREHENSIVE INCOME (LOSS) (De
COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balances | $ (226) | $ (65) | $ (65) |
Other comprehensive loss, net of tax | (315) | (161) | |
Balances | (541) | (226) | (65) |
Cumulative Foreign Currency Translation [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balances | (226) | (65) | (65) |
Other comprehensive loss, net of tax | (280) | (161) | |
Balances | (506) | (226) | (65) |
Unrealized Gains/Losses on Marketable Securities [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balances | |||
Other comprehensive loss, net of tax | (35) | ||
Balances | $ (35) |
EMPLOYEE RETIREMENT PLANS (Deta
EMPLOYEE RETIREMENT PLANS (Details) - USD ($) | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contributions made by company to 401(k) plan | $ 1,298,000 | $ 1,169,000 | $ 1,059,000 |
U.S. Plan [Member] | Defined Contribution Plan Threshold One [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percent of employee contribution matched by the Company | 100.00% | ||
Percent of employee compensation contributed | 3.00% | ||
U.S. Plan [Member] | Defined Contribution Plan Threshold Two [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percent of employee contribution matched by the Company | 50.00% | ||
Percent of employee compensation contributed | 2.00% | ||
New Zealand Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percent of employee compensation contributed | 3.00% |
OTHER FINANCIAL INFORMATION (Sc
OTHER FINANCIAL INFORMATION (Schedule of Other Current Liabilities) (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Feb. 29, 2016 |
OTHER FINANCIAL INFORMATION [Abstract] | ||
Warranty reserves | $ 6,518 | $ 1,892 |
Litigation reserve | 10,144 | 2,900 |
Other | 8,296 | 3,583 |
Net other current liability | $ 24,958 | $ 8,375 |
OTHER FINANCIAL INFORMATION (75
OTHER FINANCIAL INFORMATION (Schedule of Other Non-Current Liabilities) (Details) - USD ($) $ in Thousands | Feb. 28, 2017 | Feb. 29, 2016 |
OTHER FINANCIAL INFORMATION [Abstract] | ||
Deferred compensation plan liability | $ 5,825 | $ 3,392 |
Deferred revenue | 12,257 | 1,070 |
Deferred rent | 378 | 559 |
Acquisition-related contingent consideration | 636 | 530 |
Other | 1,133 | |
Total other non-current liabilities | $ 20,229 | $ 5,551 |
OTHER FINANCIAL INFORMATION (76
OTHER FINANCIAL INFORMATION (Schedule of Investment Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
OTHER FINANCIAL INFORMATION [Abstract] | |||
Investment income on cash equivalents and marketable securities | $ 636 | $ 814 | $ 58 |
Investment income (loss) on deferred compensation plan Rabbi Trust assets | 864 | (359) | 166 |
Other investment income | 191 | ||
Gain on investment in LoJack common stock | 1,416 | ||
Total investment income | $ 1,691 | $ 1,871 | $ 224 |
OTHER FINANCIAL INFORMATION (77
OTHER FINANCIAL INFORMATION (Schedule of Interest Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | May 31, 2015 | |
Interest expense on convertible senior unsecured notes: | ||||
Stated interest at 1.625% per annum | $ 2,803 | $ 2,268 | ||
Amortization of note discount | 6,232 | 4,613 | ||
Amortization of debt issue costs | 795 | 588 | ||
Total interest expense on convertible notes | 9,830 | 7,469 | ||
Other interest expense | 66 | 126 | 296 | |
Total interest expense | $ 9,896 | $ 7,595 | $ 296 | |
Convertible Senior Notes [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Interest rate (as a percent) | 1.625% | 1.625% | 1.625% | 1.625% |
OTHER FINANCIAL INFORMATION (78
OTHER FINANCIAL INFORMATION (Schedule of Cash Payments for Interest and Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
OTHER FINANCIAL INFORMATION [Abstract] | |||
Interest expense paid | $ 2,852 | $ 1,512 | $ 12 |
Income tax paid | $ 2,259 | $ 451 | $ 347 |
OTHER FINANCIAL INFORMATION (79
OTHER FINANCIAL INFORMATION (Schedule of Non-cash Investing and Financing Activities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
OTHER FINANCIAL INFORMATION [Abstract] | |||
Accrued liability for earn-out consideration | $ 455 |
OTHER FINANCIAL INFORMATION (80
OTHER FINANCIAL INFORMATION (Schedule of Valuation and Qualifying Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | ||
Allowance for Doubtful Accounts [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Balance at beginning of year | $ 622 | $ 673 | $ 761 | |
Charged (credited) to costs and expenses | 541 | 170 | 188 | |
Deductions | (201) | (221) | (276) | |
Other | [1] | |||
Balance at end of year | 962 | 622 | 673 | |
Warranty Reserves [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Balance at beginning of year | 1,892 | 1,819 | 1,516 | |
Charged (credited) to costs and expenses | 1,305 | 1,015 | 1,333 | |
Deductions | (2,562) | (942) | (1,030) | |
Other | [1] | 5,883 | ||
Balance at end of year | 6,518 | 1,892 | 1,819 | |
Deferred Tax Assets Valuation Allowance [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Balance at beginning of year | 1,618 | 4,159 | 4,849 | |
Charged (credited) to costs and expenses | 1,391 | 150 | ||
Deductions | (2,541) | (840) | ||
Other | [1] | 3,578 | ||
Balance at end of year | $ 6,587 | $ 1,618 | $ 4,159 | |
[1] | Represents amount of reserves and valuation allowance assumed in acquisition of LoJack. |
LEGAL PROCEEDINGS (Details)
LEGAL PROCEEDINGS (Details) - USD ($) | Apr. 24, 2017 | Apr. 05, 2017 | Feb. 24, 2016 | Feb. 28, 2017 | Feb. 29, 2016 |
Loss Contingencies [Line Items] | |||||
Damages awarded | $ 2,975,000 | ||||
Damages reserve | $ 2,900,000 | ||||
Accrued damages amount | $ 6,000,000 | $ 2,900,000 | |||
Accrual for litigation | $ 7,200,000 | ||||
Subsequent Event [Member] | |||||
Loss Contingencies [Line Items] | |||||
Damages awarded | $ 1,200,000 | $ 8,900,000 |
SEGMENT AND GEOGRAPHIC DATA (De
SEGMENT AND GEOGRAPHIC DATA (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2017 | Nov. 30, 2016 | Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 86,126 | $ 83,350 | $ 90,479 | $ 91,147 | $ 70,807 | $ 74,675 | $ 69,808 | $ 65,429 | $ 351,102 | $ 280,719 | $ 250,606 |
Gross profit | $ 35,787 | $ 35,117 | $ 37,614 | $ 34,834 | $ 27,556 | $ 26,574 | $ 25,303 | $ 23,526 | $ 143,352 | $ 102,959 | $ 87,404 |
Gross margin | 41.60% | 42.10% | 41.60% | 38.20% | 38.90% | 35.60% | 36.20% | 36.00% | 40.80% | 36.70% | 34.90% |
Operating income | $ 123 | $ 28,085 | $ 24,940 | ||||||||
Sales Revenue, Segment [Member] | Product Concentration Risk [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration percentage | 4.00% | 14.00% | 15.00% | ||||||||
Assets, Total [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration percentage | 2.00% | ||||||||||
Liabilities, Total [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration percentage | 2.00% | ||||||||||
United States [Member] | Sales Revenue, Net [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration percentage | 74.00% | 83.00% | 79.00% | ||||||||
Operating Segments [Member] | Wireless Datacom [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 336,033 | $ 241,387 | $ 213,119 | ||||||||
Gross profit | $ 139,623 | $ 91,976 | $ 77,899 | ||||||||
Gross margin | 41.60% | 38.10% | 36.60% | ||||||||
Operating income | $ 6,937 | $ 26,501 | $ 23,833 | ||||||||
Operating Segments [Member] | Satellite [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 15,069 | 39,332 | 37,487 | ||||||||
Gross profit | $ 3,729 | $ 10,983 | $ 9,505 | ||||||||
Gross margin | 24.70% | 27.90% | 25.40% | ||||||||
Operating income | $ 1,547 | $ 8,064 | $ 5,017 | ||||||||
Corporate Expenses [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating income | $ (8,361) | $ (6,480) | $ (3,910) |
QUARTERLY FINANCIAL INFORMATI83
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2017 | Nov. 30, 2016 | Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 86,126 | $ 83,350 | $ 90,479 | $ 91,147 | $ 70,807 | $ 74,675 | $ 69,808 | $ 65,429 | $ 351,102 | $ 280,719 | $ 250,606 |
Gross profit | $ 35,787 | $ 35,117 | $ 37,614 | $ 34,834 | $ 27,556 | $ 26,574 | $ 25,303 | $ 23,526 | $ 143,352 | $ 102,959 | $ 87,404 |
Gross margin | 41.60% | 42.10% | 41.60% | 38.20% | 38.90% | 35.60% | 36.20% | 36.00% | 40.80% | 36.70% | 34.90% |
Net income (loss) | $ (4,239) | $ (1,527) | $ 521 | $ (2,659) | $ 5,506 | $ 3,876 | $ 3,499 | $ 4,059 | $ (7,904) | $ 16,940 | $ 16,508 |
Earnings (loss) per diluted share | $ (0.12) | $ (0.04) | $ 0.01 | $ (0.07) | $ 0.15 | $ 0.10 | $ 0.10 | $ 0.11 | $ (0.22) | $ 0.46 | $ 0.45 |