Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 28, 2014 |
Description of Business and Summary of Significant Accounting Policies [Abstract] | ' |
Business Description and Accounting Policies [Text Block] | ' |
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| Description of Business and Summary of Significant Accounting Policies | | | | | | | | | | | | | | | | | | | | | | |
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a)Description of Business |
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Effective December 1, 2011, Audiovox Corporation changed its name to VOXX International Corporation ("Voxx," "We," "Our," "Us" or "the Company"). The Company believes that the name VOXX International is a name that better represents the widely diversified interests of the Company, and the more than 30 global brands it has acquired and grown throughout the years, achieving a powerful international vehicle for each of these respective brands to emerge with its own identity. Voxx is a leading international manufacturer and distributor in the Automotive, Premium Audio and Consumer Accessories industries. The Company has widely diversified interests, with more than 30 global brands that it has acquired and grown throughout the years, achieving a powerful international corporate image and creating a vehicle for each of these respective brands to emerge with its own identity. We conduct our business through nineteen wholly-owned subsidiaries: Audiovox Atlanta Corp., VOXX Electronics Corporation, VOXX Accessories Corp., Audiovox Consumer Electronics, Inc. ("ACE"), Audiovox German Holdings GmbH ("Audiovox Germany"), Audiovox Venezuela, C.A., Audiovox Canada Limited, Audiovox Hong Kong Ltd., Audiovox International Corp., Audiovox Mexico, S. de R.L. de C.V. ("Audiovox Mexico"), Technuity, Inc., Code Systems, Inc., Oehlbach Kabel GmbH ("Oehlbach"), Schwaiger GmbH ("Schwaiger"), Invision Automotive Systems, Inc. ("Invision"), Klipsch Holding LLC ("Klipsch"), Car Communication Holding GmbH ("Hirschmann"), Omega Research and Development, LLC ("Omega") and Audiovox Websales LLC. We market our products under the Audiovox® brand name, other brand names and licensed brands, such as 808®, Acoustic Research®, Advent®, Ambico®, Car Link®, Chapman®, Code-Alarm®, Energy®, Heco®, Hirschmann Car Communication®, Incaar™, Invision®, Jamo®, Jensen®, Klipsch®, Mac Audio™, Magnat®, Mirage®, Oehlbach®, Omega®, Phase Linear®, Prestige®, Pursuit®, RCA®, RCA Accessories®, Schwaiger®, Spikemaster®, Recoton®, Road Gear®, and Terk®, as well as private labels through a large domestic and international distribution network. We also function as an OEM ("Original Equipment Manufacturer") supplier to several customers. |
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b)Principles of Consolidation, Reclassifications and Accounting Principles |
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The consolidated financial statements include the financial statements of VOXX International Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company acquired Car Communication Holding GmbH ("Hirschmann") on March 14, 2012. The consolidated financial statements presented for the years ended February 28, 2014 and February 28, 2013 include the operations of Hirschmann beginning March 14, 2012. The Company acquired Klipsch Group, Inc. and its worldwide subsidiaries ("Klipsch") on March 1, 2011. The consolidated financial statements for the full years ended February 28, 2014, February 28, 2013 and February 29, 2012 include the operations of Klipsch. |
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Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method. The Company's share of its equity method investees' earnings or losses is included in other income in the accompanying Consolidated Statements of Operations and Comprehensive Income. The Company eliminates its pro rata share of gross profit on sales to its equity method investees for inventory on hand at the investee at the end of the year. Investments in which the Company is not able to exercise significant influence over the investee are accounted for under the cost method. |
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Certain amounts in prior years have been reclassified to conform to the current year presentation. Effective December 1, 2012, the Company realigned its subsidiaries into three operating segments based upon the Company's products and internal organization structure (see Note 13). |
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The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. |
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c)Use of Estimates |
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The preparation of these financial statements requires the Company to make estimates and assumptions that affect reported amounts of assets, liabilities, revenue and expenses. Such estimates include the allowance for doubtful accounts and inventory valuation, recoverability of deferred tax assets, reserve for uncertain tax positions, valuation of long-lived assets, accrued sales incentives, warranty reserves, stock-based compensation, valuation and impairment assessment of investment securities, goodwill, trademarks and other intangible assets, valuation of pension plan assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates. |
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d)Cash and Cash Equivalents |
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Cash and cash equivalents consist of demand deposits with banks and highly liquid money market funds with original maturities of three months or less when purchased. Cash and cash equivalents amounted to $10,603 and $19,777 at February 28, 2014 and February 28, 2013, respectively. Cash amounts held in foreign bank accounts amounted to $9,080 and $12,121 at February 28, 2014 and February 28, 2013, respectively. The majority of these amounts are in excess of government insurance. The Company places its cash and cash equivalents in institutions and funds of high credit quality. We perform periodic evaluations of these institutions and funds. |
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e)Fair Value Measurements and Derivatives |
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The Company applies the authoritative guidance on "Fair Value Measurements," which among other things, requires enhanced disclosures about investments that are measured and reported at fair value. This guidance establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. |
Investments measured and reported at fair value are classified and disclosed in one of the following categories: |
Level 1 - Quoted market prices in active markets for identical assets or liabilities. |
Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable. |
Level 3 - Unobservable inputs developed using the Company's estimates and assumptions, which reflect those that market participants would use. |
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The following table presents assets measured at fair value on a recurring basis at February 28, 2014: |
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| | | Fair Value Measurements at Reporting Date Using | | | | | | | | | | | | |
| | | Level 1 | | Level 2 | | | | | | | | | | | | |
Cash and cash equivalents: | | | | | | | | | | | | | | | | | |
Cash and money market funds | $ | 10,603 | | | $ | 10,603 | | | $ | — | | | | | | | | | | | | | |
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Derivatives | | | | | | | | | | | | | | | | | | | | |
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Designated for hedging | $ | (963 | ) | | $ | — | | | $ | (963 | ) | | | | | | | | | | | | |
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Not designated | — | | | — | | | — | | | | | | | | | | | | | |
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Total derivatives | $ | (963 | ) | | $ | — | | | $ | (963 | ) | | | | | | | | | | | | |
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Long-term investment securities: | | | | | | | | | | | | | | | | | | | | |
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Trading securities | $ | 4,234 | | | $ | 4,234 | | | $ | — | | | | | | | | | | | | | |
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Available-for-sale securities | 3 | | | 3 | | | — | | | | | | | | | | | | | |
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Other investments at amortized cost (a) | 9,865 | | | — | | | — | | | | | | | | | | | | | |
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Total long-term investment securities | $ | 14,102 | | | $ | 4,237 | | | $ | — | | | | | | | | | | | | | |
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The following table presents assets measured at fair value on a recurring basis at February 28, 2013: |
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| | | Fair Value Measurements at Reporting Date Using | | | | | | | | | | | | |
| | | Level 1 | | Level 2 | | | | | | | | | | | | |
Cash and cash equivalents: | | | | | | | | | | | | | | | | | |
Cash and money market funds | $ | 19,777 | | | $ | 19,777 | | | $ | — | | | | | | | | | | | | | |
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Derivatives | | | | | | | | | | | | | | | | | | | | |
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Designated for hedging | $ | (10 | ) | | $ | — | | | $ | (10 | ) | | | | | | | | | | | | |
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Not designated | (21 | ) | | — | | | (21 | ) | | | | | | | | | | | | |
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Total derivatives | $ | (31 | ) | | $ | — | | | $ | (31 | ) | | | | | | | | | | | | |
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Long-term investment securities: | | | | | | | | | | | | | | | | | | | | |
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Trading securities | $ | 3,657 | | | $ | 3,657 | | | $ | — | | | | | | | | | | | | | |
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Available-for-sale securities | 3 | | | 3 | | | — | | | | | | | | | | | | | |
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Other investments at amortized cost (a) | 9,910 | | | — | | | — | | | | | | | | | | | | | |
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Total long-term investment securities | $ | 13,570 | | | $ | 3,660 | | | $ | — | | | | | | | | | | | | | |
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(a) | There were no events or changes in circumstances that occurred to indicate a significant adverse effect on the cost of these investments. | | | | | | | | | | | | | | | | | | | | | | |
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The carrying amount of the Company's accounts receivable, short-term debt, accounts payable, accrued expenses, bank obligations and long-term debt approximates fair value because of (i) the short-term nature of the financial instrument; (ii) the interest rate on the financial instrument being reset every quarter to reflect current market rates, and (iii) the stated or implicit interest rate approximates the current market rates or are not materially different than market rates. |
Derivative Instruments |
The Company's derivative instruments include forward foreign currency contracts utilized to hedge a portion of its foreign currency inventory purchases, local operating expenses, as well as its general economic exposure to foreign currency fluctuations created in the normal course of business. During Fiscal 2014, the Company also entered into three interest rate swap agreements, two of which hedge interest rate exposure related to the forecasted outstanding borrowings on a portion of its credit facility ("Credit Facility"), which was subsequently amended through January 9, 2019 ("Amended Facility") (see Note 6), and the third hedges interest rate exposure related to the forecasted outstanding balance of one of its mortgage notes, with monthly payments due through May 2023. The two swap agreements related to the Amended Facility lock the Company's LIBOR rates at 0.515% and 0.518% (exclusive of credit spread) for the respective agreements through the swaps' maturities. The swap agreement related to the Company's mortgage locks the interest rate on the debt at 3.92% (inclusive of credit spread) through the end of the mortgage. The forward foreign currency derivatives qualifying for hedge accounting are designated as cash flow hedges and valued using observable forward rates for the same or similar instruments (Level 2). Forward foreign currency contracts not designated under hedged transactions were valued at spot rates for the same or similar instruments (Level 2). The duration of open forward foreign currency contracts range from 1 - 12 months and are classified in the balance sheet according to their terms. Interest rate swap agreements qualifying for hedge accounting are designated as cash flow hedges and valued based on a comparison of the change in fair value of the actual swap contracts designated as the hedging instruments and the change in fair value of a hypothetical swap contract (Level 2). We calculate the fair value of interest rate swap agreements quarterly based on the quoted market price for the same or similar financial instruments. Interest rate swaps are classified in the balance sheet as either non-current assets or non-current liabilities based on the fair value of the instruments at the end of the period. |
It is the Company's policy to enter into derivative instrument contracts with terms that coincide with the underlying exposure being hedged. As such, the Company's derivative instruments are expected to be highly effective. Hedge ineffectiveness, if any, is recognized as incurred through other income (expense) in the Company's Consolidated Statements of Operations and Comprehensive Income and amounted to $156 and $30 for the years ended February 28, 2014 and February 28, 2013, respectively. |
Financial Statement Classification |
The Company holds derivative instruments that are designated as hedging instruments as well as certain instruments not so designated. The following table discloses the fair value as of February 28, 2014 and February 28, 2013 for both types of derivative instruments: |
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| | Derivative Assets and Liabilities | | | | | | | | | | | | | |
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| | Account | | February 28, 2014 | | February 28, 2013 | | | | | | | | | | | | | |
Designated derivative instruments | | | | | | | | | | | | | | | | | | | |
Foreign currency contracts | | Accrued expenses and other current liabilities | | $ | (784 | ) | | $ | (87 | ) | | | | | | | | | | | | | |
| | Prepaid expenses and other current assets | | — | | | 77 | | | | | | | | | | | | | | |
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Interest rate swaps | | Other long term liabilities | | (179 | ) | | — | | | | | | | | | | | | | | |
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Derivatives not designated | | | | | | | | | | | | | | | | | | | |
Foreign currency contracts | | Accrued expenses and other current liabilities | | — | | | (21 | ) | | | | | | | | | | | | | |
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Total derivatives | | | | $ | (963 | ) | | $ | (31 | ) | | | | | | | | | | | | | |
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In connection with the acquisition of Hirschmann, on March 14, 2012, the Company acquired contracts which were unable to qualify for hedge accounting during the year ended February 28, 2013. None of these contracts remained outstanding at February 28, 2014. Four of these contracts settled during the year ended February 28, 2014 for a gain of $32. As of February 28, 2013, the Company held four foreign currency contracts that were derivatives not designated in hedged transactions and settled thirty-two such contracts during the year ended February 28, 2013. During the twelve months ended February 28, 2013, the Company recorded gains on the change in fair value of these derivatives of $48 in other income and expense on the Company's Consolidated Statement of Operations and Comprehensive Income (Loss) and a gain upon the settlement of these contracts of $106. |
Cash flow hedges |
During Fiscal 2014, the Company entered into forward foreign currency contracts, which have a current outstanding notional value of $26,535 and are designated as cash flow hedges. For cash flow hedges, the effective portion of the gain or loss is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. |
Activity related to cash flow hedges recorded during the twelve months ended February 28, 2014 and February 28, 2013 was as follows: |
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| February 28, 2014 | | February 28, 2013 |
| Gain (Loss) Recognized in Other Comprehensive Income | | Gain (Loss) Reclassified into Cost of Sales | | Gain (Loss) for Ineffectiveness in Other Income | | Gain (Loss) Recognized in Other Comprehensive Income | | Gain (Loss) Reclassified into Cost of Sales | | Gain (Loss) for Ineffectiveness in Other Income |
Cash flow hedges | | | | | | | | | | | |
Foreign currency contracts | $ | (1,061 | ) | | $ | (406 | ) | | $ | (156 | ) | | $ | 197 | | | $ | (326 | ) | | $ | 30 | |
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Interest rate swaps | $ | 179 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
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The net loss recognized in other comprehensive income for foreign currency contracts is expected to be recognized in cost of sales within the next fifteen months. No amounts were excluded from the assessment of hedge effectiveness during the respective periods. As of February 28, 2014, no contracts originally designated for hedged accounting were de-designated or terminated. |
f)Investment Securities |
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In accordance with the Company's investment policy, all long and short-term investment securities are invested in "investment grade" rated securities. As of February 28, 2014 and February 28, 2013, the Company had the following investments: |
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| February 28, 2014 | | February 28, 2013 |
| Cost | | Unrealized | | Fair | | Cost | | Unrealized | | Fair |
Basis | holding | Value | Basis | holding | Value |
| gain/(loss) | | | gain/(loss) | |
Long-Term Investments | | | | | | | | | | | | | | | | | |
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Marketable Securities | | | | | | | | | | | | | | | | | |
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Trading | | | | | | | | | | | | | | | | | |
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Deferred Compensation | $ | 4,234 | | | $ | — | | | $ | 4,234 | | | $ | 3,657 | | | $ | — | | | $ | 3,657 | |
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Available-for-sale | | | | | | | | | | | | | | | | | |
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Cellstar | — | | | 3 | | | 3 | | | — | | | 3 | | | 3 | |
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Bliss-tel | — | | | — | | | — | | | — | | | — | | | — | |
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Held-to-maturity Investment | 7,640 | | | — | | | 7,640 | | | 7,591 | | | — | | | 7,591 | |
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Total Marketable Securities | 11,874 | | | 3 | | | 11,877 | | | 11,248 | | | 3 | | | 11,251 | |
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Other Long-Term Investment | 2,225 | | | — | | | 2,225 | | | 2,319 | | | — | | | 2,319 | |
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Total Long-Term Investments | $ | 14,099 | | | $ | 3 | | | $ | 14,102 | | | $ | 13,567 | | | $ | 3 | | | $ | 13,570 | |
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Long-Term Investments |
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Trading Securities |
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The Company’s trading securities consist of mutual funds, which are held in connection with the Company’s deferred compensation plan (see Note 10). Unrealized holding gains and losses on trading securities offset those associated with the corresponding deferred compensation liability. |
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Available-For-Sale Securities |
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The Company’s available-for-sale marketable securities include a less than 20% equity ownership in CLST Holdings, Inc. ("Cellstar") and Bliss-tel Public Company Limited ("Bliss-tel"). |
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Unrealized holding gains and losses, net of the related tax effect (if applicable), on available-for-sale securities are reported as a component of accumulated other comprehensive income (loss) until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis. |
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A decline in the market value of any held to maturity or available-for-sale security below cost that is deemed other-than-temporary results in a reduction in carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. The Company considers numerous factors, on a case-by-case basis, in evaluating whether the decline in market value of an available-for-sale security below cost is other-than-temporary. Such factors include, but are not limited to, (i) the length of time and the extent to which the market value has been less than cost; (ii) the financial condition and the near-term prospects of the issuer of the investment; and (iii) whether the Company's intent to retain the investment for the period of time is sufficient to allow for any anticipated recovery in market value. For the year ended February 29, 2012, the Company recorded an other-than-temporary loss related to its Bliss-tel investment of $1,225. No other-than-temporary losses were incurred for the years ended February 28, 2014 or February 28, 2013. |
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Held-to-Maturity Investment |
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Long-term investments include an investment in U.S. dollar-denominated bonds issued by the Venezuelan government, which is classified as held-to-maturity and accounted for under the amortized cost method. The bond matures in Fiscal 2016. |
Other Long-Term Investments |
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Other long-term investments include an investment in a non-controlled corporation of $2,225 and $2,319 at February 28, 2014 and February 28, 2013, respectively, accounted for by the cost method. During Fiscal 2013, the Company loaned an additional $250 to the company. No investments or loans were made in or to the investment in Fiscal 2012 or Fiscal 2014. As of February 28, 2014 the Company holds approximately 16.5% of the outstanding shares of this company. The fair value of this investment was not estimated at February 28, 2014, as there were no indications that this investment was impaired. |
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g)Revenue Recognition |
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The Company recognizes revenue from product sales at the time of passage of title and risk of loss to the customer either at FOB shipping point or FOB destination, based upon terms established with the customer. The Company's selling price to its customers is a fixed amount that is not subject to refund or adjustment or contingent upon additional rebates. Any customer acceptance provisions, which are related to product testing, are satisfied prior to revenue recognition. There are no further obligations on the part of the Company subsequent to revenue recognition except for product returns from the Company's customers. The Company does accept product returns, if properly requested, authorized, and approved by the Company. The Company records an estimate of product returns by its customers and records the provision for the estimated amount of such future returns at point of sale, based on historical experience and any notification the Company receives of pending returns. |
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The Company includes all costs incurred for shipping and handling as cost of sales and all amounts billed to customers as revenue. During the years ended February 28, 2014, February 28, 2013, and February 29, 2012, freight costs expensed through cost of sales amounted to $19,221, $18,762 and $18,172, respectively and freight billed to customers amounted to $1,543, $990 and $1,181, respectively. |
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h)Accounts Receivable |
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The majority of the Company's accounts receivable are due from companies in the retail, mass merchant and OEM industries. Credit is extended based on an evaluation of a customer's financial condition. Accounts receivable are generally due within 30-60 days and are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts outstanding longer than the contracted payment terms are considered past due. |
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Accounts receivable is comprised of the following: |
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| February 28, | | February 28, | | | | | | | | | | | | | | | | |
2014 | 2013 | | | | | | | | | | | | | | | | |
Trade accounts receivable and other | $ | 155,132 | | | $ | 161,667 | | | | | | | | | | | | | | | | | |
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Less: | | | | | | | | | | | | | | | | | | | | | |
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Allowance for doubtful accounts | 6,889 | | | 7,840 | | | | | | | | | | | | | | | | | |
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Allowance for cash discounts | 1,189 | | | 1,231 | | | | | | | | | | | | | | | | | |
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| $ | 147,054 | | | $ | 152,596 | | | | | | | | | | | | | | | | | |
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The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customers' current credit worthiness, as determined by a review of their current credit information. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within management's expectations and the provisions established, the Company cannot guarantee it will continue to experience the same credit loss rates that have been experienced in the past. Since the Company's accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial position of any one of these customers could have a material adverse impact on the collectability of the Company's accounts receivable and future operating results. |
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During Fiscal 2014, the Company entered into two supply chain financing agreements ("factoring agreements") with Wells Fargo and Citibank ("the banks") to accelerate receivable collection and better manage cash flow. Under the factoring agreements, the Company has agreed to sell the banks certain of its accounts receivable balances. For those accounts receivables tendered to the banks and that the banks choose to purchase, the banks have agreed to advance an amount equal to the net accounts receivable balances due, less a discount as set forth in the respective agreements. The Company's German subsidiary also has a factoring agreement with GE Capital AG that was entered into in October 2000 under which the subsidiary may factor up to €16,000 of accounts receivable at a time. The factored balances for all three of these agreements are sold without recourse and are accounted for as sales of accounts receivable. Total balances factored for the years ended February 28, 2014, February 28, 2013 and February 29, 2012 were approximately $100,000, $77,000 and $93,000, respectively. Fees incurred in connection with the factoring agreements totaled $258, $213 and $259 for the years ended February 28, 2014, February 28, 2013 and February 29, 2012, respectively. |
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i)Inventory |
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The Company values its inventory at the lower of the actual cost to purchase (primarily on a weighted moving-average basis with a portion valued at standard cost) and/or the current estimated market value of the inventory less expected costs to sell the inventory. The Company regularly reviews inventory quantities on-hand and records a provision for excess and obsolete inventory based primarily on selling prices, indications from customers based upon current price negotiations and purchase orders. The Company's industry is characterized by rapid technological change and frequent new product introductions that could result in an increase in the amount of obsolete inventory quantities on-hand. The Company recorded inventory write-downs of $3,602, $4,300 and $2,942 for the years ended February 28, 2014, February 28, 2013 and February 29, 2012, respectively. |
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Inventories by major category are as follows: |
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| February 28, | | February 28, | | | | | | | | | | | | | | | | |
2014 | 2013 | | | | | | | | | | | | | | | | |
Raw materials | $ | 32,193 | | | $ | 35,240 | | | | | | | | | | | | | | | | | |
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Work in process | 4,664 | | | 5,316 | | | | | | | | | | | | | | | | | |
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Finished goods | 107,482 | | | 118,543 | | | | | | | | | | | | | | | | | |
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Inventory, net | $ | 144,339 | | | $ | 159,099 | | | | | | | | | | | | | | | | | |
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j)Property, Plant and Equipment |
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Property, plant and equipment are stated at cost less accumulated depreciation. Property under a capital lease is stated at the present value of minimum lease payments. Major improvements and replacements that extend service lives of the assets are capitalized. Minor replacements, and routine maintenance and repairs are charged to expense as incurred. Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the consolidated balance sheets. |
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A summary of property, plant and equipment, net, is as follows: |
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| February 28, | | February 28, | | | | | | | | | | | | | | | | |
2014 | 2013 | | | | | | | | | | | | | | | | |
Land | $ | 6,652 | | | $ | 6,421 | | | | | | | | | | | | | | | | | |
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Buildings | 44,378 | | | 42,670 | | | | | | | | | | | | | | | | | |
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Property under capital lease | 8,473 | | | 8,080 | | | | | | | | | | | | | | | | | |
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Furniture, fixtures and displays | 4,951 | | | 4,296 | | | | | | | | | | | | | | | | | |
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Machinery and equipment | 30,512 | | | 25,659 | | | | | | | | | | | | | | | | | |
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Construction-in-progress | 1,856 | | | 4,159 | | | | | | | | | | | | | | | | | |
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Computer hardware and software | 33,738 | | | 24,325 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Automobiles | 1,236 | | | 914 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Leasehold improvements | 10,505 | | | 9,415 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| 142,301 | | | 125,939 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Less accumulated depreciation and amortization | 59,079 | | | 49,731 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| $ | 83,222 | | | $ | 76,208 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
|
Depreciation is calculated on the straight-line method over the estimated useful lives of the assets as follows: |
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Buildings | | 20-30 years | | | | | | | | | | | | | | | | | | | | | |
Furniture, fixtures and displays | | 5-10 years | | | | | | | | | | | | | | | | | | | | | |
Machinery and equipment | | 5-10 years | | | | | | | | | | | | | | | | | | | | | |
Computer hardware and software | | 3-5 years | | | | | | | | | | | | | | | | | | | | | |
Automobiles | | 3 years | | | | | | | | | | | | | | | | | | | | | |
|
Leasehold improvements are depreciated over the shorter of the lease term or estimated useful life of the asset. Assets acquired under capital leases are amortized over the term of the respective lease. Accumulated amortization of assets under capital lease totaled $4,475 and $4,036 at February 28, 2014 and 2013, respectively. |
|
|
Depreciation and amortization of property, plant and equipment amounted to $10,252, $10,440 and $6,111 for the years ended February 28, 2014, February 28, 2013 and February 29, 2012, respectively. Included in depreciation and amortization expense is amortization of computer software costs of $1,300, $794 and $553 for the years ended February 28, 2014, February 28, 2013 and February 29, 2012, respectively. Also included in depreciation and amortization expense is $439, $483 and $251 of amortization expense related to property under capital leases for the years ended February 28, 2014, February 28, 2013 and February 29, 2012, respectively. |
|
k)Goodwill and Intangible Assets |
|
Goodwill and other intangible assets consist of the excess over the fair value of assets acquired (goodwill), and other intangible assets (patents, contracts, trademarks/tradenames and customer relationships). Values assigned to the respective assets are determined in accordance with ASC 805 "Business Combinations" ("ASC 805") and ASC 350 "Intangibles – Goodwill and Other" ("ASC 350"). |
|
Goodwill is calculated as the excess of the cost of purchased businesses over the value of their underlying net assets. Generally, the primary valuation method used to determine the Fair Value ("FV") of acquired businesses is the Discounted Future Cash Flow Method ("DCF"). A five-year period is analyzed using a risk adjusted discount rate. |
|
The value of potential intangible assets separate from goodwill are independently evaluated and assigned to the respective categories. The largest categories from recently acquired businesses are Trademarks and Customer Relationships. The FV’s of trademarks acquired are determined using the Relief from Royalty Method based on projected sales of the trademarked products. The FV’s of customer relationships are determined using the Multi-Period Excess Earnings Method which includes a DCF analysis, adjusted for a required return on tangible and intangible assets. The Company categorizes this fair value determination as Level 3 (unobservable) in the fair value hierarchy, as described in Note 1(e). The guidance in ASC 350, including management’s business intent for its use; ongoing market demand for products relevant to the category and their ability to generate future cash flows; legal, regulatory or contractual provisions on its use or subsequent renewal, as applicable; and the cost to maintain or renew the rights to the assets, are considered in determining the useful life of all intangible assets. If the Company determines that there are no legal, regulatory, contractual, competitive, economic or other factors which limit the useful life of the asset, an indefinite life will be assigned and evaluated for impairment as indicated below. Goodwill and other intangible assets that have an indefinite useful life are not amortized. Intangible assets that have a definite useful life are amortized over their estimated useful life. |
|
ASC 350 requires that goodwill and intangible assets with indefinite useful lives be tested for impairment at least annually or more frequently if an event occurs or circumstances change that could more likely than not reduce the fair value of a reporting unit below its carrying amount. Intangible assets with estimable useful lives are required to be amortized over their respective estimated useful lives and reviewed for impairment if indicators of impairment exist. To determine the fair value of these intangible assets, there are many assumptions and estimates used that directly impact the results of the testing. Management has the ability to influence the outcome and ultimate results based on the assumptions and estimates chosen. To mitigate undue influence, the Company set criteria that are reviewed and approved by various levels of management. Additionally, the Company may evaluate our recorded intangible assets with the assistance of a third-party valuation firm, as necessary. All reports and conclusions are reviewed by management who has ultimate responsibility for their content. If a significant change in these estimates occurs, the Company could experience impairment charges, in addition to those noted below, in future periods. |
|
Goodwill is tested using a two-step process. The first step is to identify a potential impairment, and the second step measures the amount of the impairment loss, if any. Goodwill is considered impaired if the carrying amount of the reporting unit's goodwill exceeds its estimated fair value. Voxx's reporting units that carry goodwill are Hirschmann, Invision and Klipsch. The Company has three operating segments based upon its products and internal organizational structure (see Note 13). These operating segments are the Automotive, Premium Audio and Consumer Accessories segments. The Hirschmann and Invision reporting units are located within the Automotive segment and the Klipsch reporting unit is located within the Premium Audio segment.The goodwill for the reporting units were tested as of February 28, 2014 using a discounted future cash flow method with discount rates that ranged from 12.5% to 15.1% within the analyses. The resulting fair values of the reporting units were evaluated giving consideration to the market capitalization of the Company. Based on the Company's goodwill impairment assessment, the Hirschmann and Invision reporting units with goodwill had estimated fair values as of February 28, 2014 that exceeded their carrying values. |
|
Upon completion of the annual Step 1 assessment for the year ended February 28, 2014, the estimated fair value of the Klipsch reporting unit did not exceed its carrying amount, including goodwill. As a result, the second phase of the goodwill impairment test ("Step 2") was performed specific to Klipsch. Under Step 2, the fair value of all Klipsch's assets and liabilities were estimated, including tangible and intangible assets. The implied fair value of the goodwill as a residual was then compared to the recorded goodwill to determine the amount of impairment. As a result of this analysis, an impairment charge of $32,163 was recorded for goodwill for the fiscal year ended February 28, 2014 in the Company's Consolidated Statement of Operations and Comprehensive Income (Loss) within the Premium Audio segment. No impairment charges were recorded related to goodwill during the fiscal year ended February 28, 2013. The goodwill balances of Hirschmann, Invision and Klipsch at February 28, 2014 are $64,033, $7,373 and $46,532, respectively. |
|
For intangible assets with indefinite lives, primarily trademarks, the Company compared the fair value of each intangible asset with its carrying amount. To compute the fair value at February 28, 2014, various considerations were evaluated including current sales associated with these brands, management’s expectations for future sales and performance of the business. With the exception of the Technuity intangibles below, at the present time, management intends to continue the development, marketing and selling of products associated with its intangible assets and there are no known restrictions on the continuation of their use. We utilized a Relief-from-Royalty Method, applying royalty rates of 0.5% to 7.0% for the relative trademarks and domain name after reviewing comparable market rates, the profitability of the products associated with relative intangible assets, and other qualitative factors. We determined that risk-adjusted discount rates ranging from 13.2% to 15.8% were appropriate as a result of weighted average cost of capital analyses. As a result of this analysis, it was determined that certain indefinite lived trademarks were impaired, resulting in a total impairment charge of $21,715 for the fiscal year ended February 28, 2014. No impairment losses were recorded related to indefinite lived intangible assets during the twelve months ended February 28, 2013. Indicators of impairment existed which required the Company to evaluate the related long lived assets at the lowest level for which there are separately identifiable cash flows. As a result of this further analysis, no additional impairments of the long lived assets were recorded other than the abandonment noted below. |
|
The above impairment charges were the result of various indicators that occurred during the fourth quarter of Fiscal 2014. Specifically, certain of our consumer electronic and premium audio product lines experienced significantly lower than expected performance. In addition, indications of near-term shortfalls for certain products within these lines were apparent. Taking these factors into account, along with long-term industry forecasts, the Company had re-evaluated its projections. Further, some of the weighted-average cost of capital rates increased in Fiscal 2014 as a result of higher stock volatility of market participants, as compared to overall market returns. All of these factors led to the Fiscal 2014 impairment charges for goodwill and indefinite lived intangibles. |
|
During the fourth quarter of Fiscal 2014, the Company made a business decision to abandon its Technuity business and restructure the marketing and use of the Company's domain name. These decisions resulted in an impairment of the related definite and indefinite lived intangible assets, as well as the long lived assets in accordance with ASC360 "Property, Plant and Equipment" ("ASC 360"). As a result, an impairment charge of $3,683 was recorded related to both definite and indefinite lived tradenames, customer relationships and long lived fixed assets. |
|
The cost of other intangible assets with definite lives are amortized on a straight-line basis over their respective lives. Management has determined that the current lives of these assets are appropriate. Management has determined that there were no other indicators of impairment that would cause the carrying values related to intangible assets with definite lives to exceed their expected future cash flows at February 28, 2014. Intangible assets with definite lives were not impaired at February 28, 2013. |
|
Goodwill |
|
The change in the carrying amount of goodwill is as follows: |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Balance at February 29, 2012 | $ | 86,069 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Goodwill related to Hirschmann acquisition | 60,611 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance at February 28, 2013 | $ | 146,680 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Klipsch impairment charge | (32,163 | ) | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation | 3,421 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance at February 28, 2014 | $ | 117,938 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
|
|
Intangible Assets |
|
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| February 28, 2014 | | | | | | | | | | | | |
| Gross | | Accumulated | | Total Net | | | | | | | | | | | | |
Carrying | Amortization | Book | | | | | | | | | | | | |
Value | | Value | | | | | | | | | | | | |
Finite-lived intangible assets: | | | | | | | | | | | | | | | | | |
Customer relationships (5-20 years) | $ | 68,231 | | | $ | 16,381 | | | $ | 51,850 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Trademarks/Tradenames (3-12 years) | 415 | | | 377 | | | 38 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Patents (5-13 years) | 10,357 | | | 2,879 | | | 7,478 | | | | | | | | | | | | | |
| | | | | | | | | | | |
License (5 years) | 1,400 | | | 1,400 | | | — | | | | | | | | | | | | | |
| | | | | | | | | | | |
Contract subject to amortization (5 years) | 1,556 | | | 1,474 | | | 82 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Total finite-lived intangible assets | $ | 81,959 | | | $ | 22,511 | | | 59,448 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Indefinite-lived intangible assets | | | | | | | | | | | | | | | | | |
Trademarks | | | | | 114,864 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Total net intangible assets | | | | | | | $ | 174,312 | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| February 28, 2013 | | | | | | | | | | | | |
| Gross | | Accumulated | | Total Net | | | | | | | | | | | | |
Carrying | Amortization | Book | | | | | | | | | | | | |
Value | | Value | | | | | | | | | | | | |
Finite-lived intangible assets: | | | | | | | | | | | | | | | | | |
Customer relationships (5-20 years) | 69,293 | | | 12,029 | | | 57,264 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Trademarks/Tradenames (3-12 years) | 1,237 | | | 810 | | | 427 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Patents (5-10 years) | 9,998 | | | 1,894 | | | 8,104 | | | | | | | | | | | | | |
| | | | | | | | | | | |
License (5 years) | 1,400 | | | 1,400 | | | — | | | | | | | | | | | | | |
| | | | | | | | | | | |
Contract subject to amortization (5 years) | 1,556 | | | 1,383 | | | 173 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Total finite-lived intangible assets | $ | 83,484 | | | $ | 17,516 | | | 65,968 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Indefinite-lived intangible assets | | | | | | | | | | | | | | | | | |
Trademarks | | | | | 139,430 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Total net intangible assets | | | | | | | $ | 205,398 | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
The weighted-average remaining amortization period for amortizing intangibles as of February 28, 2014 is approximately 13 years. The Company expenses the renewal costs of patents as incurred. The weighted-average period before the next patent renewal is approximately 10 years. |
|
Amortization expense for intangible assets amounted to $5,931, $5,790 and $3,992 for the years ended February 28, 2014, February 28, 2013 and February 29, 2012, respectively. The estimated aggregate amortization expense for all amortizable intangibles for each of the succeeding years ending February 28, 2019 is as follows: |
|
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Fiscal Year | | Amount | | | | | | | | | | | | | | | | | | | |
2015 | | $ | 5,571 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
2016 | | 5,466 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
2017 | | 5,452 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
2018 | | 5,395 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
2019 | | 5,229 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
|
l)Sales Incentives |
|
The Company offers sales incentives to its customers in the form of (1) co-operative advertising allowances; (2) market development funds; (3) volume incentive rebates and (4) other trade allowances. The Company accounts for sales incentives in accordance with ASC 605-50 "Customer Payments and Incentives" ("ASC 605-50"). Except for other trade allowances, all sales incentives require the customer to purchase the Company's products during a specified period of time. All sales incentives require customers to claim the sales incentive within a certain time period (referred to as the "claim period") and claims are settled either by the customer claiming a deduction against an outstanding account receivable or by the customer requesting a cash payout. All costs associated with sales incentives are classified as a reduction of net sales. The following is a summary of the various sales incentive programs: |
|
Co-operative advertising allowances are offered to customers as reimbursement towards their costs for print or media advertising in which the Company’s product is featured on its own or in conjunction with other companies' products. The amount offered is either a fixed amount or is based upon a fixed percentage of sales revenue or a fixed amount per unit sold to the customer during a specified time period. |
|
Market development funds are offered to customers in connection with new product launches or entrance into new markets. The amount offered for new product launches is based upon a fixed amount, or percentage of sales revenue to the customer or a fixed amount per unit sold to the customer during a specified time period. |
|
Volume incentive rebates offered to customers require minimum quantities of product to be purchased during a specified period of time. The amount offered is either based upon a fixed percentage of sales revenue to the customer or a fixed amount per unit sold to the customer. The Company makes an estimate of the ultimate amount of the rebate their customers will earn based upon past history with the customers and other facts and circumstances. The Company has the ability to estimate these volume incentive rebates, as the period of time for a particular rebate to be claimed is relatively short. Any changes in the estimated amount of volume incentive rebates are recognized immediately using a cumulative catch-up adjustment. The Company accrues the cost of co-operative advertising allowances, volume incentive rebates and market development funds at the latter of when the customer purchases our products or when the sales incentive is offered to the customer. |
|
Other trade allowances are additional sales incentives that the Company provides to customers subsequent to the related revenue being recognized. The Company records the provision for these additional sales incentives at the later of when the sales incentive is offered or when the related revenue is recognized. Such additional sales incentives are based upon a fixed percentage of the selling price to the customer, a fixed amount per unit, or a lump-sum amount. |
|
The accrual balance for sales incentives at February 28, 2014 and February 28, 2013 was $17,401 and $16,821, respectively. Although the Company makes its best estimate of its sales incentive liability, many factors, including significant unanticipated changes in the purchasing volume of its customers and the lack of claims made by customers could have a significant impact on the sales incentives liability and reported operating results. |
|
For the years ended February 28, 2014, February 28, 2013 and February 29, 2012, reversals of previously established sales incentive liabilities amounted to $1,990, $3,350 and $3,662, respectively. These reversals include unearned and unclaimed sales incentives. Reversals of unearned sales incentives are volume incentive rebates where the customer did not purchase the required minimum quantities of product during the specified time. Volume incentive rebates are reversed into income in the period when the customer did not reach the required minimum purchases of product during the specified time. Unearned sales incentives for the years ended February 28, 2014, February 28, 2013 and February 29, 2012 amounted to $1,935, $2,933 and $2,200, respectively. Unclaimed sales incentives are sales incentives earned by the customer but the customer has not claimed payment from the Company within the claim period (period after program has ended). Unclaimed sales incentives for the years ended February 28, 2014, February 28, 2013 and February 29, 2012 amounted to $55, $417 and $1,462, respectively. |
|
The Company reverses earned but unclaimed sales incentives based upon the expiration of the claim period of each program. Unclaimed sales incentives that have no specified claim period are reversed in the quarter following one year from the end of the program. The Company believes the reversal of earned but unclaimed sales incentives upon the expiration of the claim period is a systematic, rational, consistent and conservative method of reversing unclaimed sales incentives. |
|
A summary of the activity with respect to accrued sales incentives is provided below: |
|
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Year | | Year | | | | | | | | | | | | |
Ended | Ended | Ended | | | | | | | | | | | | |
| February 28, | | February 28, | | February 29, | | | | | | | | | | | | |
2014 | 2013 | 2012 | | | | | | | | | | | | |
Opening balance | $ | 16,821 | | | $ | 18,154 | | | $ | 11,981 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Liabilities acquired during acquisition | — | | | — | | | 7,149 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Accruals | 37,114 | | | 35,636 | | | 43,671 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Payments and credits | (34,544 | ) | | (33,619 | ) | | (40,985 | ) | | | | | | | | | | | | |
Reversals for unearned sales incentives | (1,935 | ) | | (2,933 | ) | | (2,200 | ) | | | | | | | | | | | | |
Reversals for unclaimed sales incentives | (55 | ) | | (417 | ) | | (1,462 | ) | | | | | | | | | | | | |
Ending balance | $ | 17,401 | | | $ | 16,821 | | | $ | 18,154 | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
The majority of the reversals of previously established sales incentive liabilities pertain to sales recorded in prior periods. |
|
m)Advertising |
|
Excluding co-operative advertising, the Company expensed the cost of advertising, as incurred, of $12,097, $9,499 and $7,786 for the years ended February 28, 2014, February 28, 2013 and February 29, 2012, respectively. |
|
n)Research and Development |
|
Expenditures for research and development are charged to expense as incurred. Such expenditures amount to $21,267, $15,890 and $441 for the years ended February 28, 2014, February 28, 2013 and February 29, 2012, respectively, net of customer reimbursement, and are included within engineering and technical support expenses on the Consolidated Statements of Operations and Comprehensive Income. |
|
The Company enters into development and long-term supply agreements with certain of its OEM customers. Revenues earned from the development services are recorded based upon the milestone method of revenue recognition provided certain criteria are met. Amounts due from the OEM customers for development services are reflected as a reduction of research and development expense because the performance of contract development services is not central to the Company's operations. For the years ended February 28, 2014 and 2013, the Company recorded $6,879 and $3,686, respectively, of development service revenue as a reduction of research and development expense based upon the achievement of a milestone. No development service revenue was recorded for the year ended February 29, 2012. |
|
o)Product Warranties and Product Repair Costs |
|
The Company generally warranties its products against certain manufacturing and other defects. The Company provides warranties for all of its products ranging from 90 days to the lifetime of the product. Warranty expenses are accrued at the time of sale based on the Company's estimated cost to repair expected product returns for warranty matters. This liability is based primarily on historical experiences of actual warranty claims as well as current information on repair costs. The warranty liability of $11,033 and $12,788 is recorded in accrued expenses in the accompanying consolidated balance sheets as of February 28, 2014 and February 28, 2013, respectively. In addition, the Company records a reserve for product repair costs which is based upon the quantities of defective inventory on hand and an estimate of the cost to repair such defective inventory. The reserve for product repair costs of $1,445 and $1,763 is recorded as a reduction to inventory in the accompanying consolidated balance sheets as of February 28, 2014 and February 28, 2013, respectively. Warranty claims and product repair costs expense for the years ended February 28, 2014, February 28, 2013 and February 29, 2012 were $11,508, $13,798 and $11,839, respectively. |
|
In Fiscal 2013, Subaru of America recalled certain vehicles as a result of potentially faulty remote start devices for which Voxx was the distributor. At February 28, 2014, the Company has recorded a receivable of $1,626 from one of the Company's suppliers, who has agreed to replace 100% of these devices. |
|
Changes in the Company's accrued product warranties and product repair costs are as follows: |
|
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Year | | Year | | | | | | | | | | | | |
Ended | Ended | Ended | | | | | | | | | | | | |
| February 28, | | February 28, | | February 29, | | | | | | | | | | | | |
2014 | 2013 | 2012 | | | | | | | | | | | | |
Beginning balance | $ | 14,551 | | | $ | 8,795 | | | $ | 9,051 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Liabilities acquired during acquisitions | — | | | 1,799 | | | 1,480 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Liabilities accrued for warranties issued during the year and repair cost | 11,508 | | | 13,798 | | | 11,839 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Warranty claims paid during the year | (13,581 | ) | | (9,841 | ) | | (13,575 | ) | | | | | | | | | | | | |
Ending balance | $ | 12,478 | | | $ | 14,551 | | | $ | 8,795 | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
p)Foreign Currency |
|
Assets and liabilities of those subsidiaries and former equity investees located outside the United States whose cash flows are primarily in local currencies have been translated at rates of exchange at the end of the period or historical exchange rates, as appropriate in accordance with ASC 830, "Foreign Currency Matters" ("ASC 830"). Revenues and expenses have been translated at the weighted-average rates of exchange in effect during the period. Gains and losses resulting from translation are recorded in the cumulative foreign currency translation account in accumulated other comprehensive income (loss). For the years ended February 28, 2014, February 28, 2013 and February 29, 2012, the Company recorded foreign currency transaction (losses)/gains in the amount of $(1,079), $445 and $1,748, respectively. |
|
The Company has certain operations in Venezuela. Venezuela is currently experiencing significant political and civil unrest and economic instability, and has been troubled with various foreign currency and price controls. The country has experienced high rates of inflation over the last several years. The President of Venezuela has the authority to legislate certain areas by decree, which allows the government to nationalize certain industries or expropriate certain companies and property. These factors may have a negative impact on our business and our financial condition. In 2003, Venezuela created the Commission of Administration of Foreign Currency ("CADIVI") which establishes and administers currency controls and their associated rules and regulations. These controls include creating a fixed exchange rate between the Bolivar and the U.S. Dollar, and the ability to restrict the exchange of Bolivar Fuertes for U.S. Dollars and vice versa. |
|
Effective January 1, 2010, according to the guidelines in ASC 830, Venezuela was designated as a hyper-inflationary economy. A hyper-inflationary economy designation occurs when a country has experienced cumulative inflation of approximately 100 percent or more over a 3 year period. The hyper-inflationary designation requires the local subsidiary in Venezuela to record all transactions as if they were denominated in U.S. dollars. The Company transitioned to hyper-inflationary accounting on March 1, 2010 and continues to account for its Venezuela operations under this method. |
|
In February 2013, the Venezuelan government announced the devaluation of the Bolivar Fuerte, moving the official exchange rate from 4.30 to 6.30 per U.S. dollar. The devaluation resulted in a one time net gain of approximately $2,400, a portion of which was related to the concurrent elimination of the country's regulated foreign currency exchange system, SITME, and recognized by the Company during the year ended February 28, 2013 within cost of sales and other income (expenses) on the Consolidated Statement of Operations and Comprehensive Income (Loss). When the government devalued the Venezuelan Bolivar Fuerte in February, 2013, it established a new auction-based exchange rate market program, referred to as Complementary System for the Administration of Foreign Currency (“SICAD”). The amount of transactions that have run through the SICAD and restrictions around participation have limited our access to any foreign exchange rate other than the official rate to pay for imported goods and manage our local monetary asset balances. In late January 2014, the Venezuelan government made several announcements affecting currency exchange and other controls. Although the official exchange rate remains at 6.3, the government announced that the exchange rate for goods and services deemed non-essential will move to the rate available on SICAD currency market, which was 11.7 at February 28, 2014. This devaluation resulted in a one time net currency exchange gain of approximately $200 related primarily to intercompany payables and the investment in Venezuelan government bonds and recognized by the Company during the year ended February 28, 2014 and included in Other Income (expense) on the Consolidated Statement of Operations and Comprehensive Income (Loss). There is considerable uncertainty as to the nature of transactions that will flow through SICAD and how SICAD will operate in the future, however we believe there is considerable risk that the official rate will be devalued further. Further devaluation could have a material impact on our financial condition, results of operations or cash flow. |
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The Company has certain U.S. dollar denominated assets and liabilities in its Venezuelan operations. Our TICC bond investment (See Note 1(f)) and our U.S. dollar denominated intercompany debt have been subject to currency fluctuations associated with the devaluation of the Bolivar Fuerte and the temporary institution in 2010 of a two-tier exchange rate by the Venezuelan government. The TICC bond is valued at the current Venezuela exchange rate of 11.7 and classified as a held-to-maturity investment at amortized cost at February 28, 2014. |
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q)Income Taxes |
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Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all positive and negative evidence including the results of recent operations, scheduled reversal of deferred tax liabilities, future taxable income and tax planning strategies. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled (see Note 7). The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. |
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Uncertain Tax Positions |
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The Company adopted guidance included in ASC 740 "Income Taxes" ("ASC 740") as it relates to uncertain tax positions. The guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements. |
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Tax interest and penalties |
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The Company classifies interest and penalties associated with income taxes as a component of income tax expense (benefit) on the Consolidated Statement of Operations and Comprehensive Income (Loss). |
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r)Net Income Per Common Share |
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Basic net income per common share is based upon the weighted-average number of common shares outstanding during the period. Diluted net income per common share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. |
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There are no reconciling items which impact the numerator of basic and diluted net income per common share. A reconciliation between the denominator of basic and diluted net income per common share is as follows: |
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| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Year | | Year | | | | | | | | | | | | | | | |
Ended | Ended | Ended | | | | | | | | | | | | | | | |
| February 28, 2014 | | February 28, 2013 | | February 29, 2012 | | | | | | | | | | | | | | | |
Weighted-average number of common shares outstanding (basic) | 24,109,270 | | | 23,415,570 | | | 23,080,081 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Effect of dilutive securities: | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Stock options, warrants and restricted stock | — | | | 201,531 | | | 185,125 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Weighted-average number of common and potential common shares outstanding (diluted) | 24,109,270 | | | 23,617,101 | | | 23,265,206 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
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Stock options and stock warrants totaling 137,899, 90,735 and 361,464 for the years ended February 28, 2014, February 28, 2013 and February 29, 2012, respectively, were not included in the net income per common share calculation because the exercise price of these options and warrants was greater than the average market price of the Company's common stock during the period. |
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s)Other Income (Expense) |
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Other income (expense) is comprised of the following: |
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| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Year | | Year | | | | | | | | | | | | |
Ended | Ended | Ended | | | | | | | | | | | | |
| February 28, 2014 | | February 28, 2013 | | February 29, 2012 | | | | | | | | | | | | |
Other-than-temporary impairment of investment in Bliss-tel marketable securities | $ | — | | | $ | — | | | $ | (1,225 | ) | | | | | | | | | | | | |
| | | | | | | | | | | |
(Loss) gain on foreign currency contracts related to Hirschmann acquisition | — | | | (2,670 | ) | | 1,581 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Net settlement gains (losses) (see Note 14) | 4,443 | | | (1,661 | ) | | (3,621 | ) | | | | | | | | | | | | |
| | | | | | | | | | | |
Foreign currency (loss) gain | (1,079 | ) | | 445 | | | 1,748 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Interest income | 689 | | | 685 | | | 744 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Rental income | 1,519 | | | 1,120 | | | 531 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Miscellaneous | 6,472 | | | (552 | ) | | (3,145 | ) | | | | | | | | | | | | |
| | | | | | | | | | | |
Total other, net | $ | 12,044 | | | $ | (2,633 | ) | | $ | (3,387 | ) | | | | | | | | | | | | |
| | | | | | | | | | | |
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Miscellaneous for the year ended February 28, 2014 includes income of $4,370 related to a shortfall on a contract between Hirschmann and a customer resulting in missed projections and a payment to Hirschmann for the remaining balance under the contract. Miscellaneous for the year ended February 29, 2012 includes charges related to a contingent consideration adjustment of approximately $2,000. Net foreign currency loss for the year ended February 28, 2014 includes a net gain of $177 related to the January 2014 devaluation of the Venezuelan Bolivar Fuerte by the Venezuelan government for certain foreign investments and non-essential items, which affected the balance sheet of Venezuela, as compared to a net loss of $447 related to the February 2013 devaluation included in the net foreign currency gain for the year ended February 28, 2013. |
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t)Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of |
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Long-lived assets and certain identifiable intangibles are reviewed for impairment in accordance with ASC 360 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability of assets held for sale is measured by comparing the carrying amount of the assets to their estimated fair market value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Refer to Note 1(k) for the discussion of the ASC360 impairment analysis and results for the year ended February 28, 2014. |
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u)Accounting for Stock-Based Compensation |
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The Company has a stock-based compensation plan under which employees and non-employee directors may be granted incentive stock options ("ISO's") and non-qualified stock options ("NQSO's") to purchase shares of Class A common stock. Under the plan, the exercise price of the ISO's will not be less than the market value of the Company's Class A common stock or greater than 110% of the market value of the Company's Class A common stock on the date of grant. The exercise price of the NQSO's may not be less than 50% of the market value of the Company's Class A common stock on the date of grant. The plan permits for options to be exercised at various intervals as determined by the Board of Directors. However, the maximum expiration period is ten years from date of grant. The vesting requirements are determined by the Board of Directors at the time of grant. Exercised options are issued from authorized Class A common stock. As of February 28, 2014, approximately 1,700,000 shares were available for future grants under the terms of these plans. |
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Options are measured at the fair value of the award at the date of grant and are recognized as an expense over the requisite service period. Compensation expense related to stock-based awards with vesting terms are amortized using the straight-line attribution method. |
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The Company granted 256,250 options during December of 2012, which vested on July 1, 2013, expire two years from date of vesting (June 30, 2015), have an exercise price equal to $6.79, $0.25 above the sales price of the Company's stock on the day prior to the date of grant, have a contractual term of 2.5 years and a grant date fair value of $1.99 per share, determined on a Black-Scholes valuation model (refer to the tables below for assumptions used to determine fair value). |
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In addition, the Company issued 17,500 warrants during December of 2012 to purchase the Company's common stock with the same terms as those of the options above as consideration for future legal and professional services. These warrants have all been exercised as of February 28, 2014. |
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The Company granted 246,250 options during May of 2011, which vested on February 29, 2012, expire two years from date of vesting (February 28, 2014), have an exercise price equal to $7.75, $0.25 above the sales price of the Company's stock on the day prior to the date of grant, have a contractual term of 2.75 years and a grant date fair value of $3.08 per share determined based on a Black-Scholes valuation model. (Refer to the table below for assumptions used to determine fair value.) None of these options expired unexercised at February 29, 2012. |
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In addition, the Company issued 22,500 warrants during May of 2011 to purchase the Company's common stock with the same terms as those of the options above as consideration for future legal and professional services. These warrants were exercised prior to February 28, 2014 and none expired unexercised. |
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The per share weighted-average fair value of stock options granted during the years ended February 28, 2013 and February 29, 2012 were $1.99 and $3.08 on the respective dates of grant. There were no stock options granted during the year ended February 28, 2014. |
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The fair value of stock options and warrants on the date of grant, and the assumptions used to estimate the fair value of the stock options and warrants using the Black-Scholes option valuation model granted during the year was as follows: |
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| | Year | | Year | | | | | | | | | | | | | | | | | |
Ended | Ended | | | | | | | | | | | | | | | | | |
| | February 28, | | 29-Feb-12 | | | | | | | | | | | | | | | | | |
2013 | | | | | | | | | | | | | | | | | |
Dividend yield | | 0 | % | | 0 | % | | | | | | | | | | | | | | | | | |
Volatility | | 51.3 | % | | 65.4 | % | | | | | | | | | | | | | | | | | |
Risk-free interest rate | | 0.32 | % | | 0.94 | % | | | | | | | | | | | | | | | | | |
Expected life (years) | | 2.5 | | | 2.8 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
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The expected dividend yield is based on historical and projected dividend yields. The Company estimates expected volatility based primarily on historical price changes of the Company’s stock equal to the expected life of the option. The Company uses monthly stock prices as the Company’s stock experiences low-volume trading. We believe that daily fluctuations are distortive to the volatility and as such will continue to use monthly inputs in the future. The risk free interest rate is based on the U.S. Treasury yield in effect at the time of the grant. The expected option term is the number of years the Company estimates the options will be outstanding prior to exercise based on employment termination behavior. |
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The Company recognized stock-based compensation expense (before deferred income tax benefits) for awards granted under the Company’s stock option plans in the following line items in the Consolidated Statement of Operations and Comprehensive Income (Loss): |
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| | | | | | | | | | | | |
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| Year | | Year | | Year | | | | | | | | | | | | |
Ended | Ended | Ended | | | | | | | | | | | | |
| February 28, 2014 | | February 28, 2013 | | February 29, 2012 | | | | | | | | | | | | |
Cost of sales | $ | 10 | | | $ | 5 | | | $ | 23 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Selling expense | 50 | | | 25 | | | 116 | | | | | | | | | | | | | |
| | | | | | | | | | | |
General and administrative expenses | 300 | | | 149 | | | 681 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Engineering and technical support | 3 | | | 3 | | | 8 | | | | | | | | | | | | | |
| | | | | | | | | | | |
Stock-based compensation expense before income tax benefits | $ | 363 | | | $ | 182 | | | $ | 828 | | | | | | | | | | | | | |
| | | | | | | | | | | |
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Net income was impacted by $228 (after tax), $113 (after tax) and $505 (after tax) in stock based compensation expense or $0.01, $0.00 and $0.02 per diluted share for the years ended February 28, 2014, February 28, 2013 and February 29, 2012, respectively. |
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Information regarding the Company's stock options and warrants are summarized below: |
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| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Number | | Weighted- | | | | | | | | | | | | | | | | | |
of Shares | Average | | | | | | | | | | | | | | | | | |
| Exercise | | | | | | | | | | | | | | | | | |
| Price | | | | | | | | | | | | | | | | | |
Outstanding and exercisable at February 28, 2011 | 886,250 | | | $ | 6.4 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Granted | 268,750 | | | 7.75 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Exercised | (61,875 | ) | | 6.37 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Forfeited/expired | (22,500 | ) | | 7.36 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Outstanding and exercisable at February 29, 2012 | 1,070,625 | | | 6.72 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Granted | 273,750 | | | 6.79 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Exercised | (400,302 | ) | | 6.49 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Forfeited/expired | (26,250 | ) | | 6.37 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Outstanding and exercisable at February 28, 2013 | 917,823 | | | 6.85 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Granted | — | | | — | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Exercised | (838,619 | ) | | 6.85 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Forfeited/expired | — | | | — | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Outstanding and exercisable at February 28, 2014 | 79,204 | | | $ | 6.79 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
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At February 28, 2014, the Company had no unrecognized compensation costs as all stock options were fully vested. At February 28, 2013, the Company had unrecognized compensation costs of $363. |
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Summarized information about stock options outstanding as of February 28, 2014 is as follows: |
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| | | | | | | | | | | | | | | | | | | | | | | |
| | Outstanding and Exercisable | | | | | | | | | | | | | | |
Exercise Price Range | | Number | | Weighted- | | Weighted- | | | | | | | | | | | | | | |
of Shares | Average | Average | | | | | | | | | | | | | | |
| Exercise | Life | | | | | | | | | | | | | | |
| Price | Remaining | | | | | | | | | | | | | | |
| of Shares | in Years | | | | | | | | | | | | | | |
6.79 | | 79,204 | | | $ | 6.79 | | | 1.33 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
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The aggregate pre-tax intrinsic value (the difference between the Company’s average closing stock price for the last quarter of Fiscal 2014 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on February 28, 2014 was $1,271. This amount changes based on the fair market value of the Company’s stock. The total intrinsic values of options exercised for the years ended February 28, 2014, February 28, 2013 and February 29, 2012 were $4,671, $1,845 and $387, respectively |
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A restricted stock award is an award of common stock that is subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are subject to forfeiture if employment terminates prior to the release of the restrictions. Shares under restricted stock grants are not issued to the grantees before they vest. The grantees cannot transfer the rights to receive shares before the restricted shares vest. |
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In May of 2011, the Company granted 100,000 shares of restricted stock. These restricted stock awards vested one-third on February 29, 2012, one-third on February 28, 2013 and one-third on February 28, 2014. The Company expensed the cost of the restricted stock awards on a straight-line basis over the period during which the restrictions lapsed. The fair market value of the restricted stock of $7.60 was determined based on the closing price of the Company's common stock on the grant date. |
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On January 30, 2014, the Company granted 84,588 shares of restricted stock in accordance with a newly established Supplemental Executive Retirement Plan ("SERP") (refer to Note 10(b)). The restricted stock was granted based on certain performance criteria and vest on the later of three years from the date of participation in the SERP, or the grantee reaching the age of 65 years. There are no market conditions inherent in the award, only an employee performance requirement, and the service requirement that the respective employee continues employment with the Company through the vesting date. The Company will expense the cost of the restricted stock awards on a straight-line basis over the requisite service period of each employee or a maximum of 12.75 years. The fair market value of the restricted stock of $13.62 was determined based on the closing price of the Company's common stock on the grant date. |
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The following table presents a summary of the Company's restricted stock activity for the year ended February 28, 2014: |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Number of shares (in thousands) | | Weighted Average Grant Date Fair Value | | | | | | | | | | | | | | | | | |
Balance at February 28, 2011 | — | | | $ | — | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Granted | 100,000 | | | $ | 7.6 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Vested | (33,333 | ) | | $ | 7.6 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Forfeited | — | | | $ | — | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance at February 29, 2012 | 66,667 | | | $ | 7.6 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Granted | — | | | — | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Vested | (33,333 | ) | | 7.6 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Forfeited | — | | | — | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance at February 28, 2013 | 33,334 | | | $ | 7.6 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Granted | 84,588 | | | $ | 13.62 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Vested | (33,334 | ) | | $ | 7.6 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Forfeited | — | | | $ | — | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance at February 28, 2014 | 84,588 | | | $ | 13.62 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
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During the years ended February 28, 2014, February 28, 2013 and February 29, 2012 the Company recorded $278, $253 and $253, respectively, in stock-based compensation related to restricted stock awards. As of February 28, 2014, unrecognized stock-based compensation expense related to unvested restricted stock awards was $1,127. |
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v)Accumulated Other Comprehensive Loss |
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| | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Exchange Losses | | Unrealized losses on investments, net of tax | | Pension plan adjustments, net of tax | | Derivatives designated in a hedging relationship | | Total | | | | |
Balance at 2/28/13 | (5,340 | ) | | (59 | ) | | (1,031 | ) | | (67 | ) | | (6,497 | ) | | | | |
Other comprehensive income (loss) before reclassifications | 5,575 | | | (15 | ) | | (288 | ) | | (319 | ) | | 4,953 | | | | | |
| | | |
Reclassified from accumulated other comprehensive loss | — | | | — | | | — | | | (329 | ) | | (329 | ) | | | | |
| | | |
Net current-period other comprehensive income (loss) | 5,575 | | | (15 | ) | | (288 | ) | | (648 | ) | | 4,624 | | | | | |
| | | |
Balance at 2/28/14 | $ | 235 | | | $ | (74 | ) | | $ | (1,319 | ) | | $ | (715 | ) | | $ | (1,873 | ) | | | | |
| | | |
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During the year ended February 28, 2014, the Company recorded tax related to unrealized losses on investments of $0, pension plan adjustments of $91 and derivatives designated in a hedging relationship of $195. |
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w)New Accounting Pronouncements |
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In February 2013, the FASB issued ASU 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires an entity to report, either on the face of the statement where net income is presented, or in the notes, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in their entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This disclosure only guidance is effective prospectively for fiscal years beginning after December 15, 2012 and was adopted by the Company for the first quarter of Fiscal 2014. |
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In July 2013, the FASB issued ASU 2013-10, "Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes." ASU 2013-10 allows the Fed Funds Effective Swap Rate (OIS) to be designated as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to interest rates on direct Treasury obligations of the U.S. government and the London Interbank Offered Rate. The amendments also remove the restriction on using different benchmark rates for similar hedges. The amendments are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013 and is not expected to have a material effect on the Company's consolidated financial statements. |
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In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The amendments in ASU 2013-11 provide guidance on the financial statement presentation of unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The Company will reflect the impact of these amendments beginning in the first quarter of Fiscal 2015. The Company does not anticipate a material impact on the Company's financial position, results of operations or cash flows as a result of this change. |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | ' |
New Accounting Pronouncements |
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