Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
May 31, 2020 | Jul. 08, 2020 | |
Document Information [Line Items] | ||
Entity Registrant Name | VOXX International Corporation | |
Title of 12(b) Security | Class A Common Stock $.01 par value | |
Entity Trading Symbol | VOXX | |
Security Exchange Name | NASDAQ | |
Entity Central Index Key | 0000807707 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Address, State or Province | FL | |
Entity File Number | 0-28839 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-1964841 | |
Entity Address, Address Line One | 2351 J Lawson Blvd | |
Entity Address, City or Town | Orlando | |
Entity Address, Postal Zip Code | 32824 | |
City Area Code | 800 | |
Local Phone Number | 645-7750 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 21,656,976 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,260,954 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 69,039 | $ 37,425 |
Accounts receivable, net | 55,069 | 69,714 |
Inventory | 105,409 | 99,110 |
Receivables from vendors | 236 | 230 |
Prepaid expenses and other current assets | 11,186 | 10,885 |
Income tax receivable | 442 | 456 |
Total current assets | 241,381 | 217,820 |
Investment securities | 1,741 | 2,282 |
Equity investment | 21,284 | 21,924 |
Property, plant and equipment, net | 50,705 | 51,424 |
Operating lease, right of use asset | 3,175 | 3,143 |
Goodwill | 55,000 | 55,000 |
Intangible assets, net | 87,193 | 88,288 |
Deferred income tax assets | 52 | 52 |
Other assets | 1,541 | 1,638 |
Total assets | 462,072 | 441,571 |
Current liabilities: | ||
Accounts payable | 32,146 | 22,096 |
Accrued expenses and other current liabilities | 34,552 | 34,046 |
Income taxes payable | 2,190 | 1,523 |
Accrued sales incentives | 9,826 | 12,250 |
Current portion of long-term debt | 1,116 | 1,107 |
Total current liabilities | 79,830 | 71,022 |
Long-term debt, net of debt issuance costs | 26,180 | 6,099 |
Finance lease liabilities, less current portion | 594 | 720 |
Operating lease liabilities, less current portion | 2,340 | 2,391 |
Deferred compensation | 1,741 | 2,282 |
Deferred income tax liabilities | 4,477 | 3,828 |
Other tax liabilities | 1,213 | 1,225 |
Other long-term liabilities | 3,427 | 3,294 |
Total liabilities | 119,802 | 90,861 |
Commitments and contingencies (see Note 25) | 0 | 0 |
Redeemable equity (see Note 8) | 2,682 | 2,481 |
Stockholders' equity: | ||
Preferred stock: | 0 | 0 |
Paid-in capital | 299,579 | 299,228 |
Retained earnings | 113,867 | 122,139 |
Accumulated other comprehensive loss | (18,742) | (19,055) |
Less: Treasury stock, at cost, 2,749,218 shares of Class A Common Stock at both May 31 2020 and February 29, 2020 | (23,918) | (23,918) |
Less: Redeemable equity | (2,682) | (2,481) |
Total VOXX International Corporation stockholders' equity | 368,371 | 376,179 |
Non-controlling interest | (28,783) | (27,950) |
Total stockholders' equity | 339,588 | 348,229 |
Total liabilities, redeemable equity, and stockholders' equity | 462,072 | 441,571 |
Common Class A [Member] | ||
Stockholders' equity: | ||
Common stock | 245 | 244 |
Common Class B [Member] | ||
Stockholders' equity: | ||
Common stock | $ 22 | $ 22 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2020 | Feb. 29, 2020 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 2,749,218 | 2,749,218 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 24,406,194 | 24,306,194 |
Common stock, shares outstanding | 21,656,976 | 21,556,976 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,260,954 | 2,260,954 |
Common stock, shares outstanding | 2,260,954 | 2,260,954 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Income Statement [Abstract] | ||
Net sales | $ 71,987 | $ 93,454 |
Cost of sales | 52,012 | 67,445 |
Gross profit | 19,975 | 26,009 |
Operating expenses: | ||
Selling | 8,362 | 9,881 |
General and administrative | 14,995 | 17,425 |
Engineering and technical support | 4,485 | 5,807 |
Total operating expenses | 27,842 | 33,113 |
Operating loss | (7,867) | (7,104) |
Other (expense) income: | ||
Interest and bank charges | (853) | (997) |
Equity in income of equity investee | 862 | 1,440 |
Other, net | 534 | 1,644 |
Total other income, net | 543 | 2,087 |
Loss before income taxes | (7,324) | (5,017) |
Income tax expense (benefit) | 1,781 | (2,645) |
Net loss | (9,105) | (2,372) |
Less: net loss attributable to non-controlling interest | (833) | (1,224) |
Net loss attributable to VOXX International Corporation | (8,272) | (1,148) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 504 | (811) |
Derivatives designated for hedging | (177) | (107) |
Pension plan adjustments | (14) | 14 |
Other comprehensive income (loss), net of tax | 313 | (904) |
Comprehensive loss attributable to VOXX International Corporation | $ (7,959) | $ (2,052) |
Loss per share - basic: Attributable to VOXX International Corporation | $ (0.34) | $ (0.05) |
Loss per share - diluted: Attributable to VOXX International Corporation | $ (0.34) | $ (0.05) |
Weighted-average common shares outstanding (basic) | 24,224,478 | 24,355,791 |
Weighted-average common shares outstanding (diluted) | 24,224,478 | 24,355,791 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Non-controlling Interests [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Redeemable Equity [Member] |
Stockholders equity, beginning of period at Feb. 28, 2019 | $ 395,101 | $ (12,571) | $ 264 | $ 296,946 | $ 148,582 | $ (16,944) | $ (21,176) | $ 0 |
Net loss | (2,372) | (1,224) | 0 | 0 | (1,148) | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | (904) | 0 | 0 | 0 | 0 | (904) | 0 | 0 |
Stock-based compensation expense | 159 | 0 | 0 | 159 | 0 | 0 | 0 | 0 |
Stockholders equity, end of period at May. 31, 2019 | 391,984 | (13,795) | 264 | 297,105 | 147,434 | (17,848) | (21,176) | 0 |
Stockholders equity, beginning of period at Feb. 29, 2020 | 348,229 | (27,950) | 266 | 299,228 | 122,139 | (19,055) | (23,918) | (2,481) |
Net loss | (9,105) | (833) | 0 | 0 | (8,272) | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | 313 | 0 | 0 | 0 | 0 | 313 | 0 | 0 |
Stock-based compensation expense | 151 | 0 | 1 | 351 | 0 | 0 | 0 | (201) |
Stockholders equity, end of period at May. 31, 2020 | $ 339,588 | $ (28,783) | $ 267 | $ 299,579 | $ 113,867 | $ (18,742) | $ (23,918) | $ (2,682) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (9,105) | $ (2,372) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,543 | 3,067 |
Amortization of debt discount | 206 | 206 |
Bad debt (recovery) expense | (7) | 52 |
Reduction in the carrying amount of the right of use asset | 243 | 225 |
Gain on forward contracts | (67) | (107) |
Equity in income of equity investees | (862) | (1,440) |
Distribution of income from equity investees | 1,502 | 1,472 |
Deferred income tax expense (benefit) | 644 | (1,154) |
Non-cash compensation adjustment | (541) | 326 |
Stock based compensation expense | 351 | 159 |
(Gain) loss on sale of property, plant and equipment | 1 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 14,842 | 11,401 |
Inventory | (6,059) | (1,278) |
Receivables from vendors | (4) | 462 |
Prepaid expenses and other | (255) | 1,099 |
Investment securities-trading | 541 | (136) |
Accounts payable, accrued expenses, accrued sales incentives and other liabilities | 7,638 | (6,502) |
Income taxes payable | 675 | (1,213) |
Net cash provided by operating activities | 12,285 | 4,268 |
Cash flows used in investing activities: | ||
Purchases of property, plant and equipment | (586) | (703) |
Net cash used in investing activities | (586) | (703) |
Cash flows provided by (used in) financing activities: | ||
Principal payments on finance lease obligation | (169) | (108) |
Repayment of bank obligations | (125) | (1,428) |
Borrowings on bank obligations | 20,000 | |
Net cash provided by (used in) financing activities | 19,706 | (1,536) |
Effect of exchange rate changes on cash | 209 | (261) |
Net increase in cash and cash equivalents | 31,614 | 1,768 |
Cash and cash equivalents at beginning of period | 37,425 | 58,236 |
Cash and cash equivalents at end of period | $ 69,039 | $ 60,004 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
May 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | (1) Basis of Presentation The accompanying unaudited interim consolidated financial statements of VOXX International Corporation and Subsidiaries ("Voxx" or the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 270 for interim financial information, and in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and include all adjustments (consisting of normal recurring adjustments), which, in the opinion of management, are necessary to present fairly the consolidated financial position, results of operations, changes in stockholders’ equity, and cash flows for all periods presented. The results of operations are not necessarily indicative of the results to be expected for the full fiscal year or any interim period. These unaudited consolidated financial statements do not include all disclosures associated with consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. Accordingly, these statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto contained in the Company's Form 10-K for the fiscal year ended February 29, 2020. We operate in three reportable segments: Automotive Electronics, Consumer Electronics, and Biometrics. See Note 23 for the Company's segment reporting disclosures. |
Acquisitions
Acquisitions | 3 Months Ended |
May 31, 2020 | |
Acquisitions And Dispositions [Abstract] | |
Acquisitions | (2) Acquisitions On January 31, 2020, the Company acquired certain assets and liabilities of Vehicle Safety Holdings Corp. (“VSHC”) via an asset purchase agreement for a preliminary purchase price of $16,610, which included $16,500 in cash and contingent consideration with a fair value of $110. Contingent consideration of up to a maximum of $750 is payable based upon the achievement of specified operating results, or the occurrence of certain events over the twelve-month period following the completion of the acquisition. Net sales from VSHC included in our consolidated results for the three months ended May 31, 2020 represented approximately 7% of our consolidated net sales. VSHC’s results of operations are included in the consolidated financial statements of Voxx in our Automotive Electronics segment. The purpose of this acquisition was to expand the Company’s product offerings and market share, as VSHC is a leading developer, manufacturer, and distributor of safety electronics. The following summarizes the allocation of the purchase price based upon the fair value of the assets acquired and liabilities assumed at the date of acquisition: January 31, 2020 Assets acquired: Inventory $ 6,982 Accounts receivable 3,415 Right of use assets 483 Other current assets 145 Property and equipment 714 Customer relationships 5,460 Trademarks 560 Patented technology 280 Goodwill 215 Other non-current assets 3 Total assets acquired $ 18,257 Liabilities assumed: Accounts payable 757 Accrued expenses 483 Lease liabilities 219 Warranty accrual 188 Total $ 1,647 Total purchase price $ 16,610 The purchase allocation presented above is preliminary. We are in the process of refining the valuation of acquired assets and liabilities, including goodwill, and expect to finalize the purchase price allocation in the third quarter of Fiscal 2021. Goodwill was determined as the excess of the purchase price over the fair value of the assets acquired (including the identifiable intangible assets). |
Net (Loss) Income Per Common Sh
Net (Loss) Income Per Common Share | 3 Months Ended |
May 31, 2020 | |
Net Income Per Common Share [Abstract] | |
Net (Loss) Income Per Common Share | ( 3 ) Net (Loss) Income Per Common Share Basic net (loss) income per common share, net of non-controlling interest, is based upon the weighted-average common shares outstanding during the period. Diluted net (loss) income per common share, net of non-controlling interest, reflects the potential dilution that would occur if common stock equivalent securities or other contracts to issue common stock were exercised or converted into common stock. There are no reconciling items which impact the numerator of basic and diluted net (loss) income per common share. A reconciliation between the denominator of basic and diluted net (loss) income per common share is as follows: Three months ended May 31, 2020 2019 Weighted-average common shares outstanding (basic) 24,224,478 24,355,791 Effect of dilutive securities: Restricted stock and stock grants — — Weighted-average common shares and potential common shares outstanding (diluted) 24,224,478 24,355,791 Restricted stock and stock grants totaling 596,379 and 627,544 for the three months ended May 31, 2020 and 2019, respectively, were not included in the net (loss) income per diluted share calculation because the grant price of the restricted stock and stock grants was greater than the average market price of the Company’s common stock during these periods, or the inclusion of these components would have been anti-dilutive. |
Investment Securities
Investment Securities | 3 Months Ended |
May 31, 2020 | |
Investment Securities [Abstract] | |
Investment Securities | ( 4 ) Investment Securities As of May 31, 2020, and February 29, 2020, the Company had the following investments: May 31, 2020 Fair Value Investment Securities Marketable Equity Securities Mutual funds $ 1,741 Total Marketable Equity Securities 1,741 Total Investment Securities $ 1,741 February 29, 2020 Fair Value Investment Securities Marketable Equity Securities Mutual funds $ 2,282 Total Marketable Securities 2,282 Total Investment Securities $ 2,282 Equity Securities Mutual Funds The Company’s mutual funds are held in connection with its deferred compensation plan. Changes in the carrying value of these securities are offset by changes in the corresponding deferred compensation liability. |
Fair Value Measurements and Der
Fair Value Measurements and Derivatives | 3 Months Ended |
May 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Derivatives | ( 5 ) Fair Value Measurements and Derivatives The Company applies the authoritative guidance on “Fair Value Measurements," which among other things, requires enhanced disclosures about assets and liabilities 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. At May 31, 2020 and February 29, 2020, the Company did not have any assets or liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The following table presents financial assets measured at fair value on a recurring basis at May 31, 2020: Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents: Cash and money market funds $ 69,039 $ 69,039 $ — Derivatives: Designated for hedging $ (606 ) $ — $ (606 ) Investment securities: Mutual funds $ 1,741 $ 1,741 $ — Total investment securities $ 1,741 $ 1,741 $ — The following table presents financial assets and liabilities measured at fair value on a recurring basis at February 29, 2020: Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents: Cash and money market funds $ 37,425 $ 37,425 $ — Derivatives: Designated for hedging $ (476 ) $ — $ (476 ) Investment securities: Mutual funds $ 2,282 $ 2,282 $ — Total investment securities $ 2,282 $ 2,282 $ — At May 31, 2020, the carrying value of the Company's accounts receivable, short-term debt, accounts payable, accrued expenses, bank obligations and long-term debt approximates fair value because of either (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; or (iii) the stated or implicit interest rate approximates the current market rates or are not materially different from 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. 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). The duration of open forward foreign currency contracts ranges from 1 month – 10 months and are classified in the balance sheet according to their terms. The Company also has an interest rate swap agreement as of May 31, 2020 that hedges interest rate exposure related to the outstanding balance of its Florida Mortgage, with monthly payments due through March 2026. The swap agreement locks the interest rate on the debt at 3.48% (inclusive of credit spread) through the maturity date of the loan. 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 our interest rate swap agreement 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 assets or liabilities based on the fair value of the instruments at the end of the period. Financial Statement Classification The following table discloses the fair value as of May 31, 2020 and February 29, 2020 of the Company’s derivative instrument: Derivative Assets and Liabilities Fair Value Account May 31, 2020 February 29, 2020 Designated derivative instruments Foreign currency contracts Prepaid expenses and other current assets $ — $ — Interest rate swap agreement Other long-term liabilities (606 ) (476 ) Total derivatives $ (606 ) $ (476 ) Cash Flow Hedges 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. On March 1, 2019, the Company adopted ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities On May 29, 2020, the Company entered into forward foreign currency contracts, which have a current outstanding notional value of $8,000 and are designated as cash flow hedges at May 31, 2020. During Fiscal 2020, the Company did not enter into any forward foreign currency contracts and all previous contracts settled through February 29, 2020. The current outstanding notional value of the Company's interest rate swap at May 31, 2020 is $7,489. For cash flow hedges, the gain or loss is reported as a component of Other comprehensive (loss) income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The net (loss) income recognized in Other comprehensive (loss) income for foreign currency contracts is expected to be recognized in Cost of sales during the next thirteen months. No amounts were excluded from the assessment of hedge effectiveness during the respective periods. The gain or loss on the Company’s interest rate swap is recorded in Other comprehensive (loss) income and subsequently reclassified into Interest and bank charges in the period in which the hedged transaction affects earnings. As of May 31, 2020, no interest rate swaps originally designated for hedge accounting were de-designated or terminated. Activity related to cash flow hedges recorded during the three months ended May 31, 2020 and 2019 was as follows: Three months ended May 31, 2020 Pretax Gain (Loss) Recognized in Other Comprehensive Income Pretax Gain Reclassified from Accumulated Other Comprehensive Income Cash flow hedges Foreign currency contracts $ — $ 68 Interest rate swaps (130 ) — Three months ended May 31, 2019 Pretax Gain Recognized in Other Comprehensive Income Pretax Loss Reclassified from Accumulated Other Comprehensive Income Cash flow hedges Foreign currency contracts $ 218 $ 119 Interest rate swaps (172 ) — |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 3 Months Ended |
May 31, 2020 | |
Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | ( 6 ) Accumulated Other Comprehensive (Loss) Income The Company’s accumulated other comprehensive (loss) income consists of the following: Foreign Currency Translation Losses Pension plan adjustments, net of tax Derivatives designated in a hedging relationship, net of tax Total Balance at February 29, 2020 $ (17,739 ) $ (887 ) $ (429 ) $ (19,055 ) Other comprehensive income (loss) before reclassifications 504 (14 ) (177 ) 313 Reclassified from accumulated other comprehensive loss — — — — Net current-period other comprehensive income (loss) 504 (14 ) (177 ) 313 Balance at May 31, 2020 $ (17,235 ) $ (901 ) $ (606 ) $ (18,742 ) During the three months ended May 31, 2020, the Company recorded tax expense related to derivatives designated in a hedging relationship of $(21), and pension plan adjustments of $0. The other comprehensive income (loss) before reclassification of $504 includes the remeasurement of intercompany transactions of a long-term investment nature of $(186) with certain subsidiaries whose functional currency is not the U.S. dollar, and $690 from translating the financial statements of the Company's non-U.S. dollar functional currency subsidiaries into our reporting currency, which is the U.S. dollar. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
May 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | ( 7 ) Supplemental Cash Flow Information The following is supplemental information relating to the Unaudited Consolidated Statements of Cash Flows: Three months ended May 31, 2020 2019 Non-cash investing and financing activities: Issuance of redeemable equity $ 201 $ - Cash paid during the period: Interest (excluding bank charges) $ 291 $ 337 Income taxes (net of refunds) 466 289 |
Accounting for Stock-Based Comp
Accounting for Stock-Based Compensation | 3 Months Ended |
May 31, 2020 | |
Accounting For Stock Based Compensation [Abstract] | |
Accounting for Stock-Based Compensation | ( 8 ) Accounting for Stock-Based Compensation The Company has various stock-based compensation plans, which are more fully described in Note 1 of the Company’s Form 10-K for the fiscal year ended February 29, 2020. Restricted stock awards are granted pursuant to the Company's 2012 Equity Incentive Plan (the "2012 Plan"). 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 for a reason other than death, disability, or retirement prior to the release of the restrictions. The Company's Omnibus Equity Incentive Plan was established in 2014 (the "2014 Plan"). Pursuant to the 2014 Plan, Restricted Stock Units ("RSUs") may be awarded by the Company to any individual who is employed by, provides services to, or serves as a director of the Company or its affiliates. RSUs vest on the later of three years from the date of grant, or the grantee reaching the age of 65 years. The RSU awards will also vest upon the sale of all of the Company's issued and outstanding stock, the sale of all, or substantially all, of the assets of a subsidiary of which the grantee serves as CEO and/or President, or the termination of the grantee's employment without cause, provided that the grantee at the time of termination has been employed for at least 10 years. When vested, RSU awards may be settled in shares of common stock or in cash, at the Company's sole option. There are no market conditions inherent in an RSU award, only the employee performance requirement for performance awards, and the service requirement that the respective employee continues employment with the Company through the vesting date. In July 2019, the Company granted 71,352 RSU awards under the 2014 Plan. The Company expenses the cost of RSU awards on a straight-line basis over the requisite service period of each grantee. For these purposes, the fair market value of each RSU is determined based on the mean of the high and low price of the Company's common stock on the grant date. The fair market value of each RSU granted in July 2019 was $4.65. Grant of Shares to Chief Executive Officer On July 8, 2019, the Board of Directors approved a five-year Employment Agreement (the “Employment Agreement”), effective March 1, 2019, by and between the Company and Patrick M. Lavelle, the Company’s President and Chief Executive Officer. Under the terms of the Employment Agreement, in addition to a $1,000 annual salary and a cash bonus based on the Company’s Adjusted EBITDA, Mr. Lavelle agreed to receive certain stock-based compensation as discussed below: - An initial stock grant of 200,000 fully vested shares of Class A Common Stock issued in July 2019 under the 2012 Plan. - Additional stock grants of 100,000 shares of Class A Common Stock to be issued on each of March 1, 2020, March 1, 2021, and March 1, 2022. Compensation expense of $103 was recognized during the three months ended May 31, 2020 based upon the grant fair value of $4.15 per share using the graded vesting attribution method. - Grant of market stock units (“MSU’s”) up to a maximum value of $5,000, based upon the achievement of a 90-calendar day average stock price of no less than $5.49 over the performance period ending on the third and fifth anniversary of the effective date of the Employment Agreement. The value of the MSU award increases based upon predetermined targeted 90-calendar day average stock prices with a maximum of $5,000 if the 90-calendar day average high stock price equals or exceeds $15.00. The number of shares to be issued related to the MSUs based upon achievement of the maximum award value of $5,000 and if issued at $15.00 per share is estimated at 333,333 shares. Actual results may differ based upon when the high average stock price is achieved and settled. We recognized stock-based compensation expense of $61 during the three months ended May 31, 2020 related to these MSU’s using the graded vesting attribution method over the performance period. As of May 31, 2020, all of the MSU’s remain outstanding. All stock grants under the Employment Agreement are subject to a hold requirement as specified in the Employment Agreement. The Employment Agreement gave Mr. Lavelle, in certain limited change of control situations, the right to require the Company to purchase the shares in connection with the Employment Agreement, shares personally acquired by Mr. Lavelle, and shares issued to him under other incentive compensation arrangements. Accordingly, the stock awards issued in connection with the Employment Agreement are presented as redeemable equity on the Consolidated Balance Sheet at grant-date fair value. RSUs previously held by Mr. Lavelle under the 2014 Plan and shares personally purchased by Mr. Lavelle have been reclassified from permanent equity to redeemable equity. As the contingent events that would allow Mr. Lavelle to redeem the shares are not probable at this time, remeasurement of the amounts in redeemable equity have not been recorded. The Employment Agreement contains certain restrictive and non-solicitation covenants. The following table presents a summary of the activity related to the initial stock grant, additional stock grants under the Employment Agreement, and RSU grants under the 2014 Plan for the three months ended May 31, 2020: Number of Shares Weighted Average Grant Date Fair Value Unvested award balance at February 29, 2020 715,152 $ 5.07 Granted — — Vested 22,804 5.59 Vested and settled 100,000 4.15 Forfeited — — Unvested award balance at May 31 2020 592,348 $ 5.21 At May 31, 2020, there were 306,548 vested and unsettled RSU awards under the Company’s 2014 Plan with a weighted average fair value of $6.83. During the three months ended May 31, 2020, the Company recorded $351 in total stock-based compensation related to the 2014 Plan, additional stock grants and MSU’s under the Employment Agreement. As of May 31, 2020, there was approximately $2,000 of unrecognized stock-based compensation expense related to unvested restricted stock awards. |
Supply Chain Financing
Supply Chain Financing | 3 Months Ended |
May 31, 2020 | |
Supply Chain Financing [Abstract] | |
Supply Chain Financing | ( 9 ) Supply Chain Financing The Company has supply chain financing agreements and factoring agreements that were entered into for the purpose of accelerating receivable collection and better managing cash flow. The balances under the agreements are sold without recourse and are accounted for as sales of accounts receivable. Total receivable balances sold for the three months ended May 31, 2020, net of discounts, were $18,875 compared to $22,649 for the three months ended May 31, 2019. |
Research and Development
Research and Development | 3 Months Ended |
May 31, 2020 | |
Research And Development [Abstract] | |
Research and Development | ( 10 ) Research and Development Expenditures for research and development are charged to expense as incurred. Such expenditures amounted to $1,855 for the three months ended May 31, 2020, compared to $1,863 for the three months ended May 31, 2019, net of customer reimbursements, and are included within Engineering and technical support expenses on the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
May 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | (1 1 ) Goodwill and Intangible Assets The change in goodwill by segment is as follows: Automotive Electronics: Amount Beginning balance at March 1, 2020 $ 8,467 Activity during the period — Balance at May 31, 2020 $ 8,467 Gross carrying value at May 31, 2020 $ 8,467 Accumulated impairment charge — Net carrying value at May 31, 2020 $ 8,467 Consumer Electronics: Beginning balance at March 1, 2020 $ 46,533 Activity during the period — Balance at May 31, 2020 $ 46,533 Gross carrying value at May 31, 2020 $ 78,696 Accumulated impairment charge (32,163 ) Net carrying value at May 31, 2020 $ 46,533 Total Goodwill, net $ 55,000 The Company's Biometrics segment did not carry a goodwill balance at May 31, 2020 or February 29, 2020. At May 31, 2020, intangible assets consisted of the following: Gross Carrying Value Accumulated Amortization Total Net Book Value Finite-lived intangible assets: Customer relationships $ 51,592 $ 32,857 $ 18,735 Trademarks/Tradenames 1,045 457 588 Developed technology 14,144 12,312 1,832 Patents 5,659 3,895 1,764 License 1,400 1,400 — Contract 1,556 1,556 — Total finite-lived intangible assets $ 75,396 $ 52,477 22,919 Indefinite-lived intangible assets Trademarks 64,274 Total intangible assets, net $ 87,193 At February 29, 2020, intangible assets consisted of the following: Gross Carrying Value Accumulated Amortization Total Net Book Value Finite-lived intangible assets: Customer relationships $ 51,491 $ 31,880 $ 19,611 Trademarks/Tradenames 1,045 437 608 Developed technology 14,144 12,244 1,900 Patents 5,651 3,691 1,960 License 1,400 1,400 — Contract 1,556 1,556 — Total finite-lived intangible assets $ 75,287 $ 51,208 24,079 Indefinite-lived intangible assets Trademarks 64,209 Total intangible assets, net $ 88,288 The Company recorded amortization expense of $1,169 for the three months ended May 31, 2020 and $1,748 for the three months ended May 31, 2019. The estimated aggregate amortization expense for all amortizable intangibles for May 31 of each of the succeeding years is as follows: Year Amount 2022 $ 4,878 2023 4,466 2024 3,620 2025 3,360 2026 3,200 |
Equity Investment
Equity Investment | 3 Months Ended |
May 31, 2020 | |
Equity Method Investment Summarized Financial Information [Abstract] | |
Equity Investment | (1 2 ) Equity Investment As of May 31, 2020 and February 29, 2020, the Company has a 50% non-controlling ownership interest in ASA Electronics, LLC and Subsidiary (“ASA") which acts as a distributor of mobile electronics specifically designed for niche markets within the automotive industry, including RV's; buses; and commercial, heavy duty, agricultural, construction, powersport, and marine vehicles. The following presents summary financial information for ASA. Such summary financial information has been provided herein based upon the individual significance of ASA to the consolidated financial information of the Company. May 31, 2020 February 29, 2020 Current assets $ 45,943 $ 47,738 Non-current assets 5,265 5,453 Liabilities 8,640 9,343 Members' equity 42,568 43,848 Three months ended May 31, 2020 2019 Net sales $ 16,441 $ 26,124 Gross profit 5,911 7,955 Operating income 1,604 2,769 Net income 1,724 2,880 The Company's share of income from ASA was $862 for the three months ended May 31, 2020, and $1,440 for the three months ended May 31, 2019. The decrease in ASA’s operating and net income for the three months ended May 31, 2020 compared to the prior year period is primarily a result of the impact of the COVID-19 pandemic on ASA’s sales during the period due to business shut downs and quarantine orders. |
Income Taxes
Income Taxes | 3 Months Ended |
May 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (1 3 ) Income Taxes The Company’s provision for income taxes consists of federal, foreign and state taxes necessary to align the Company’s year-to-date tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted in response to COVID-19 pandemic. The CARES Act made various tax law changes, including among other things (i) increased the limitation under IRC Section 163(j) for 2019 and 2020 to permit additional expensing of interest (ii) enacted technical corrections so that qualified improvement property can be immediately expensed under IRC Section 168(k) and net operating losses arising in tax years beginning in 2017 and ending in 2018 can be carried back two years and carried forward twenty years without a taxable income limitation as opposed to carried forward indefinitely, and (iii) made modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years. With respect to the technical correction to net operating losses, the Company recorded a discrete income tax provision of $4,275 during the three months ended May 31, 2020, as its valuation allowance related to net operating losses with limited carryforward periods increased. For the three months ended May 31, 2020, the Company recorded an income tax provision of $1,781, which includes a discrete income tax provision of $4,292. The Company recorded a discrete tax provision of $4,275 related to an increase in valuation allowance as a result of the technical correction to net operating losses as provided in the CARES Act, and a discrete income tax provision of $17 related to the accrual for interest for unrecognized tax benefits. For the three months ended May 31, 2019, the Company recorded an income tax benefit of $2,645, which includes a discrete income tax provision of $19, related to the accrual of interest for unrecognized tax benefits. The effective tax rates for the three months ended May 31, 2020 and 2019 were an income tax provision of 24.3% on pre-tax loss of $7,324 and an income tax benefit of 52.7% on a pre-tax loss of $5,017. The effective tax rate for the three months ended May 31, 2020 differs from the U.S. statutory rate of 21% primarily due to the immediate U.S. taxation of foreign earnings, non-controlling interest related to EyeLock LLC, state and local income taxes, nondeductible permanent differences, and income taxed in foreign jurisdictions at varying tax rates. The effective tax rate for the three months ended May 31, 2019 differed from the statutory rate of 21% primarily due to the immediate U.S. taxation of foreign earnings, non-controlling interest related to EyeLock LLC, state and local income taxes, nondeductible permanent differences, and income taxed in foreign jurisdictions at varying tax rates At May 31, 2020, the Company had an uncertain tax position liability of $1,213, including interest and penalties. The unrecognized tax benefits include amounts related to various U.S. federal, state and local, and foreign tax issues. |
Inventory
Inventory | 3 Months Ended |
May 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | (1 4 ) Inventory Inventories by major category are as follows: May 31, 2020 February 29, 2020 Raw materials $ 25,058 $ 29,115 Work in process 2,224 2,366 Finished goods 78,127 67,629 Inventory $ 105,409 $ 99,110 |
Product Warranties and Product
Product Warranties and Product Repair Costs | 3 Months Ended |
May 31, 2020 | |
Payables And Accruals Warranties [Abstract] | |
Product Warranties and Product Repair Costs | (1 5 ) Product Warranties and Product Repair Costs The following table provides a summary of the activity with respect to product warranties and product repair costs. The liability for product warranties is included within Accrued expenses and other current liabilities and the reserve for product repair costs is recorded as a reduction of Inventory on the Consolidated Balance Sheets. Three months ended May 31, 2020 2019 Opening balance $ 4,748 $ 4,469 Liabilities for warranties accrued during the period 791 1,287 Warranty claims settled during the period (973 ) (1,605 ) Ending balance $ 4,566 $ 4,151 |
Accrued Restructuring Expense
Accrued Restructuring Expense | 3 Months Ended |
May 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Accrued Restructuring Expense | (1 6 ) Accrued Restructuring Expense At February 29, 2020, the Company had accrued restructuring charges of $637 included in Accrued expenses and other current liabilities, representing charges incurred in Fiscal 2019 for the realignment of certain businesses within the organization. During the three months ended May 31, 2020, an additional $301 of the accrual was settled and no additional restructuring expenses were incurred. At May 31, 2020, the remaining restructuring accrual in Accrued expenses and other current liabilities is $336. |
Financing Arrangements
Financing Arrangements | 3 Months Ended |
May 31, 2020 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | (1 7 ) Financing Arrangements The Company has the following financing arrangements: May 31, 2020 February 29, 2020 Debt Domestic credit facility (a) $ 20,000 $ — Florida mortgage (b) 7,489 7,614 Euro asset-based lending obligation - VOXX Germany (c) — — Euro asset-based lending obligation - Magnat (d) 617 607 Total debt 28,106 8,221 Less: current portion of long-term debt 1,116 1,107 Long-term debt 26,990 7,114 Less: debt issuance costs 810 1,015 Total long-term debt, net of debt issuance costs $ 26,180 $ 6,099 (a) Domestic Credit Facility As of May 31, 2020, the Company has a senior secured credit facility (the "Credit Facility") that provides for a revolving credit facility with committed availability of up to $140,000, which may be increased, at the option of the Company, up to a maximum of $175,000, and a term loan in the amount of $15,000. The Credit Facility also includes a $15,000 sublimit for letters of credit and a $15,000 sublimit for swingline loans. The availability under the revolving credit line within the Credit Facility is subject to a borrowing base, which is based on eligible accounts receivable, eligible inventory and certain real estate, subject to reserves as determined by the lender, and is also limited by amounts outstanding under the Florida Mortgage (see Note 17(b)). The entire outstanding balance of the term loan, which is not renewable, was repaid in Fiscal 2018. The availability under the revolving credit line of the Credit Facility was $43,769 as of May 31, 2020. All amounts outstanding under the Credit Facility will mature and become due on April 26, 2021; however, it is subject to acceleration upon the occurrence of an Event of Default (as defined in the Credit Agreement). The Company may prepay any amounts outstanding at any time, subject to payment of certain breakage and redeployment costs relating to LIBOR Rate Loans. The commitments under the Credit Facility may be irrevocably reduced at any time, without premium or penalty as set forth in the agreement. On June 11, 2020, the Company amended the Credit Facility. Under the amendment, the committed availability of the revolving credit facility was revised to $127,500 and the maturity date of the facility was extended to April 26, 2022 (see Note 27). Generally, the Company may designate specific borrowings under the Credit Facility as either Base Rate Loans or LIBOR Rate Loans, except that swingline loans may only be designated as Base Rate Loans. Loans designated as LIBOR Rate Loans bear interest at a rate equal to the then applicable LIBOR rate plus a range of 1.75 - 2.25%. Loans designated as Base Rate loans bear interest at a rate equal to the applicable margin for Base Rate Loans of 0.75 - 1.25% as defined in the agreement. As of May 31, 2020, the weighted average interest rate on the facility was 2.50%. Provided that the Company is in a Compliance Period (the period commencing on that day in which Excess Availability is less than 12.5% of the Maximum Revolver Amount and ending on a day in which Excess Availability is equal to or greater than 12.5% for any consecutive 30 day period thereafter), the Credit Facility requires compliance with a financial covenant calculated as of the last day of each month, consisting of a Fixed Charge Coverage Ratio. The Credit Facility also contains covenants, subject to defined carveouts, that limit the ability of the loan parties and certain of their subsidiaries which are not loan parties to, among other things: (i) incur additional indebtedness; (ii) incur liens; (iii) merge, consolidate or dispose of a substantial portion of their business; (iv) transfer or dispose of assets; (v) change their name, organizational identification number, state or province of organization or organizational identity; (vi) make any material change in their nature of business; (vii) prepay or otherwise acquire indebtedness; (viii) cause any change of control; (ix) make any restricted junior payment; (x) change their fiscal year or method of accounting; (xi) make advances, loans or investments; (xii) enter into or permit any transaction with an affiliate of any borrower or any of their subsidiaries; (xiii) use proceeds for certain items; (xiv) issue or sell any of their stock; or (xv) consign or sell any of their inventory on certain terms. In addition, if excess availability under the Credit Facility were to fall below certain specified levels, as defined in the agreement, the lenders would have the right to assume dominion and control over the Company's cash. As of May 31, 2020, the Company was not in a Compliance Period. The obligations under the loan documents are secured by a general lien on, and security interest in, substantially all of the assets of the borrowers and certain of the guarantors, including accounts receivable, equipment, real estate, general intangibles and inventory. The Company has guaranteed the obligations of the borrowers under the Credit Agreement. Charges incurred on the unused portion of the Credit Facility during the three months ended May 31, 2020 totaled $116, compared to $126 during the three months ended May 31, 2019. These charges are included within Interest and bank charges on the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company has deferred financing costs related to the Credit Facility and a previous amendment and modification of the Credit Facility. These deferred financing costs are included in Long-term debt on the accompanying Consolidated Balance Sheets as a contra-liability balance and are amortized through Interest and bank charges in the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income over the five-year term of the Credit Facility. During both the three months ended May 31, 2020 and 2019, the Company amortized $198 of these costs. The net unamortized balance of these deferred financing costs as of May 31, 2020 is $631. (b) Florida Mortgage On July 6, 2015, VOXX HQ LLC, the Company’s wholly owned subsidiary, closed on a $9,995 industrial development revenue tax exempt bond under a loan agreement in favor of the Orange County Industrial Development Authority (the “Authority”) to finance the construction of the Company's manufacturing facility and executive offices in Lake Nona, Florida. Wells Fargo Bank, N.A. ("Wells Fargo") was the purchaser of the bond and U.S. Bank National Association is the trustee under an Indenture of Trust with the Authority. Voxx borrowed the proceeds of the bond purchase from the Authority during construction as a revolving loan, which converted to a permanent mortgage upon completion of the facility in January 2016 (the "Florida Mortgage"). The Company makes principal and interest payments to Wells Fargo, which began March 1, 2016 and will continue through March of 2026. The Florida Mortgage bears interest at 70% of 1-month LIBOR plus 1.54% (1.67% at May 31, 2020) and is secured by a first mortgage on the property, a collateral assignment of leases and rents and a guaranty by the Company. The financial covenants of the Florida Mortgage are as defined in the Company’s Credit Facility with Wells Fargo dated April 26, 2016. The Company incurred debt financing costs totaling approximately $332 as a result of obtaining the Florida Mortgage, which are recorded as deferred financing costs and included in Long-term debt as a contra-liability balance on the accompanying Consolidated Balance Sheets and are being amortized through Interest and bank charges in the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income over the ten-year term of the Florida Mortgage. The Company amortized $8 of these costs during both of the three months ended May 31, 2020 and 2019. The net unamortized balance of these deferred financing costs as of May 31, 2020 is $179. On July 20, 2015, the Company entered into an interest rate swap agreement in order to hedge interest rate exposure related to the Florida Mortgage and pays a fixed rate of 3.48% under the swap agreement (See Note 5). (c) Euro Asset-Based Lending Obligation – VOXX Germany Foreign bank obligations include a Euro Asset-Based Lending ("ABL") credit facility, which has a credit limit of €8,000 for the Company's subsidiary, VOXX Germany, which expires on July 31, 2020. The rate of interest for the ABL is the three-month Euribor plus 2.3% (2.30% at May 31, 2020). As of May 31, 2020, there is no balance outstanding under this credit facility. (d) Euro Asset-Based Lending Obligation - Magnat Foreign bank obligations also include an ABL credit facility, for the Company's subsidiary, Magnat, which expires on December 31, 2020. The rate of interest for the ABL is the three-month Euribor plus 2.1% (2.10% at May 31, 2020). |
Other Income (Expense)
Other Income (Expense) | 3 Months Ended |
May 31, 2020 | |
Other Income And Expenses [Abstract] | |
Other Income (Expense) | (1 8 ) Other Income (Expense) Other income (expense) is comprised of the following: Three months ended May 31, 2020 2019 Foreign currency (loss) gain $ (116 ) $ 106 Interest income 86 390 Rental income 186 142 Miscellaneous 378 1,006 Total other, net $ 534 $ 1,644 The decrease in interest income for the three months ended May 31, 2020 primarily relates to the decrease in interest rates applicable to the Company’s short-term money market investments as compared to the prior year. Included within miscellaneous for the three months ended May 31, 2020 are the proceeds from a key man life insurance policy in the amount of $444 related to a Company executive who passed away during the quarter. For the three months ended May 31, 2019, miscellaneous included proceeds from a key man life insurance policy in the amount of $1,000 related to a former employee of Klipsch Group, Inc. that Voxx became the beneficiary of in conjunction with the acquisition of Klipsch in Fiscal 2012. |
Foreign Currency
Foreign Currency | 3 Months Ended |
May 31, 2020 | |
Foreign Currency [Abstract] | |
Foreign Currency | (1 9 ) Foreign Currency The Company has a subsidiary in Venezuela. Venezuela has experienced significant political and civil unrest, as well as economic instability for several years, and has implemented various foreign currency and price controls. The country has also 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. The Company accounts for its Venezuela subsidiary as hyper-inflationary in accordance with the guidelines in ASC 830, "Foreign Currency." 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. As of May 31, 2020, the DICOM rate for the Sovereign Bolivar was approximately 198,722 bolivars to the U.S. dollar compared to 5,717 at May 31, 2019. Total net currency exchange gains for Venezuela of $1 were recorded for the three months ended May 31, 2020, as compared to $0 for the three months ended May 31, 2019, and are included in Other income (expense) on the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company has certain long-lived assets in Venezuela, which are held for investment purposes. The value of these properties is $0 at May 31, 2020 |
Lease Obligations
Lease Obligations | 3 Months Ended |
May 31, 2020 | |
Leases [Abstract] | |
Lease Obligations | ( 20 ) Lease Obligations We account for leases in accordance with ASC 842 “Leases” (“ASC 842”). We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. We have operating leases for office equipment, as well as offices, warehouses, and other facilities used for our operations. We also have finance leases comprised primarily of computer hardware and machinery and equipment. Our leases have remaining lease terms of less than 1 year to 7 years, some of which include renewal options. We consider these renewal options in determining the lease term used to establish our right-of-use assets and lease liabilities when it is determined that it is reasonably certain that the renewal option will be exercised. The Company had no short term leases during the three months ended May 31, 2020. The components of lease cost for the three months ended May 31, 2020 and 2019 were as follows: Three months ended Three months ended May 31, 2020 February 29, 2020 Operating lease cost (a) (c) $ 243 $ 226 Finance lease cost: Amortization of right of use assets (a) 165 232 Interest on lease liabilities (b) 9 12 Total finance lease cost $ 174 $ 244 (a) Recorded within Selling, General and administrative, Engineering and technical support, and Cost of sales on the Consolidated Statement of Operations and Comprehensive (Loss) Income. (b) Recorded within Interest and bank charges on the Consolidated Statement of Operations and Comprehensive Income (Loss). (c) Includes immaterial amounts related to variable rent expense. Supplemental cash flow information related to leases is as follows: Three months ended Three months ended May 31, 2020 May 31, 2019 Non-cash investing and financing activities: Right of use assets obtained in exchange for operating lease obligations $ 276 $ 187 Right of use assets obtained in exchange for finance lease obligations - - Upon the adoption of ASC 842: Right of use assets recorded in exchange for operating lease obligations $ — $ 2,227 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 243 $ 225 Operating cash flows from finance leases 9 12 Finance cash flows from finance leases 169 108 Supplemental balance sheet information related to leases is as follows: May 31, 2020 February 29, 2020 Operating Leases Operating lease, right of use assets $ 3,175 $ 3,143 Total operating lease right of use assets $ 3,175 $ 3,143 Accrued expenses and other current liabilities $ 870 $ 784 Operating lease liabilities, less current portion 2,340 2,391 Total operating lease liabilities $ 3,210 $ 3,175 Finance Leases Property, plant and equipment, gross $ 2,503 $ 2,503 Accumulated depreciation (1,374 ) (1,209 ) Total finance lease right of use assets $ 1,129 $ 1,294 Accrued expenses and other current liabilities $ 569 $ 613 Finance lease liabilities, less current portion 594 720 Total finance lease liabilities $ 1,163 $ 1,333 Weighted Average Remaining Lease Term Operating leases 4.1 years 4.4 years Finance leases 3.9 years 3.9 years Weighted Average Discount Rate Operating leases 5.84 % 5.98 % Finance leases 3.87 % 3.87 % At May 31, 2020, maturities of lease liabilities for each of the succeeding years were as follows: Operating Leases Finance Leases 2021 $ 1,029 592 2022 949 374 2023 652 192 2024 465 39 2025 317 — Thereafter 201 — Total lease payments 3,613 1,197 Less imputed interest 403 34 Total $ 3,210 1,163 As of May 31, 2020, the Company has not entered into any lease agreements that have not yet commenced. The Company owns and occupies buildings as part of its operations. Certain space within these buildings may, from time to time, be leased to third parties from which the Company earns rental income as lessor. This leased space is recorded within property, plant and equipment and was not material to the Company's Consolidated Balance Sheet at May 31, 2020. Rental income earned by the Company for the three months ended May 31, 2020 and 2019 was $186 and $142, respectively, which is recorded within Other income (expense). |
Capital Structure
Capital Structure | 3 Months Ended |
May 31, 2020 | |
Equity [Abstract] | |
Capital Structure | ( 2 1 ) Capital Structure The Company's capital structure is as follows: Shares Authorized Shares Outstanding Security Par Value May 31, 2020 February 29, 2020 May 31, 2020 February 29, 2020 Voting Rights per Share Liquidation Rights Preferred Stock $ 50.00 50,000 50,000 — — — $50 per share Series Preferred Stock $ 0.01 1,500,000 1,500,000 — — — — Class A Common Stock $ 0.01 60,000,000 60,000,000 21,656,976 21,556,976 1 Ratably with Class B Class B Common Stock $ 0.01 10,000,000 10,000,000 2,260,954 2,260,954 10 Ratably with Class A Treasury Stock at cost at cost 2,749,218 2,749,218 N/A N/A N/A |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
May 31, 2020 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entities | (2 2 ) Variable Interest Entities A variable interest entity ("VIE") is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. Under ASC 810 - Consolidation • the power to direct the activities that most significantly impact the economic performance of the VIE; and • the right to receive benefits from, or the obligation to absorb losses of, the VIE that could be potentially significant to the VIE. On September 1, 2015, Voxx acquired a majority voting interest in substantially all of the assets and certain specified liabilities of EyeLock, Inc. and EyeLock Corporation, a market leader of iris-based identity authentication solutions, through a newly-formed entity, EyeLock LLC. The Company issued EyeLock LLC a promissory note for the purposes of repaying protective advances and funding working capital requirements of the entity. On June 2, 2020, this promissory note was amended and restated to allow EyeLock LLC to borrow up to $57,500. Through March 1, 2019, interest on the outstanding principal of the loan accrued at 10%. From March 1, 2019 forward, interest accrues at 2.5%. The amended and restated promissory note is due on August 31, 2020. The outstanding principal balance of this promissory note is convertible at the sole option of Voxx into units of EyeLock LLC. If Voxx chooses not to convert into equity, the outstanding loan principal of the amended and restated promissory note will be repaid at a multiple of 1.50 based on the repayment date. The agreement includes customary events of default and is collateralized by all of the property of EyeLock LLC. We determined that we hold a variable interest in EyeLock LLC as a result of: • our majority voting interest and ownership of substantially all of the assets and certain liabilities of the entity; and • the loan agreement with EyeLock LLC, which has a total outstanding balance of $55,740 as of May 31, 2020. We concluded that we became the primary beneficiary of EyeLock LLC on September 1, 2015 in conjunction with the acquisition. This was the first date on which we had the power to direct the activities that most significantly impact the economic performance of the entity because we acquired a majority interest in substantially all of the assets and certain liabilities of EyeLock, Inc. and EyeLock Corporation on this date, as well as obtained a majority voting interest as a result of this transaction. Although we are considered to have control over EyeLock LLC under ASC 810, due to our majority ownership interest, the assets of EyeLock LLC can only be used to satisfy the obligations of EyeLock LLC. As a result of our majority ownership interest in the entity and our primary beneficiary conclusion, we consolidated EyeLock LLC within our consolidated financial statements beginning on September 1, 2015. Assets and Liabilities of EyeLock LLC The following table sets forth the carrying values of assets and liabilities of EyeLock LLC that were included on our Consolidated Balance Sheets as of May 31, 2020 and February 29, 2020: May 31, 2020 February 29, 2020 Assets (unaudited) Current assets: Cash and cash equivalents $ 7 $ — Accounts receivable, net 85 147 Inventory, net 2,292 2,052 Prepaid expenses and other current assets 217 313 Total current assets 2,601 2,512 Property, plant and equipment, net 52 69 Intangible assets, net 2,532 2,600 Other assets 60 76 Total assets $ 5,245 $ 5,257 Liabilities and Partners' Deficit Current liabilities: Accounts payable $ 2,024 $ 2,086 Interest payable to VOXX 10,344 9,994 Accrued expenses and other current liabilities 423 252 Due to VOXX 55,740 54,074 Total current liabilities 68,531 66,406 Other long-term liabilities 1,200 1,200 Total liabilities 69,731 67,606 Commitments and contingencies Partners' deficit: Capital 41,416 41,416 Retained losses (105,902 ) (103,765 ) Total partners' deficit (64,486 ) (62,349 ) Total liabilities and partners' deficit $ 5,245 $ 5,257 Revenue and Expenses of EyeLock LLC The following table sets forth the revenues and expenses of EyeLock LLC that were included in our Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income for the three months ended May 31, 2020 and 2019, respectively: For the three months ended May 31, 2020 2019 Net sales $ 97 $ 21 Cost of sales 119 71 Gross profit (22 ) (50 ) Operating expenses: Selling 177 201 General and administrative 429 1,220 Engineering and technical support 1,155 1,365 Total operating expenses 1,761 2,786 Operating loss (1,783 ) (2,836 ) Other expense: Interest and bank charges (354 ) (300 ) Total other expense, net (354 ) (300 ) Loss before income taxes (2,137 ) (3,136 ) Income tax expense — — Net loss $ (2,137 ) $ (3,136 ) |
Segment Reporting
Segment Reporting | 3 Months Ended |
May 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | (2 3 ) Segment Reporting The Company operates in three distinct segments based on our products and our internal organizational structure. The three operating segments, which are also the Company’s reportable segments, are Automotive Electronics, Consumer Electronics, and Biometrics. Our Automotive Electronics segment designs, manufactures, markets and distributes rear-seat entertainment devices, satellite radio products, automotive security, vehicle access systems, remote start systems, mobile multimedia devices, aftermarket/OE-styled radios, car link-smartphone telematics applications, driver distraction products, collision avoidance systems, location-based services, turn signal switches, automotive lighting products, automotive sensing and camera systems, USB ports, cruise control systems, and heated seats. Our Consumer Electronics segment designs, manufactures, markets and distributes Our Biometrics segment designs, manufactures, markets and distributes iris identification and biometric security related products. The accounting principles applied at the consolidated financial statement level are generally the same as those applied at the operating segment level and there are no material intersegment sales. The segments are allocated interest expense, based upon a pre-determined formula, which utilizes a percentage of each operating segment's intercompany balance, which is offset in Corporate/Eliminations. Segment data for each of the Company's segments is presented below: Automotive Electronics Consumer Electronics Biometrics Corporate/ Eliminations Total Three Months Ended May 31, 2020 Net sales $ 17,276 $ 54,514 $ 97 $ 100 $ 71,987 Equity in income of equity investees 862 — — — 862 Interest expense and bank charges 168 2,188 355 (1,858 ) 853 Depreciation and amortization expense 466 965 86 1,026 2,543 Loss before income taxes (3,110 ) (53 ) (2,137 ) (2,024 ) (7,324 ) Three Months Ended May 31, 2019 Net sales $ 29,642 $ 63,653 $ 6 $ 153 $ 93,454 Equity in income of equity investees 1,440 — — — 1,440 Interest expense and bank charges 99 2,398 302 (1,802 ) 997 Depreciation and amortization expense 187 1,141 785 954 3,067 Income (loss) before income taxes 450 460 (2,980 ) (2,947 ) (5,017 ) |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
May 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contracts with Customers | (2 4 ) Revenue from Contracts with Customers The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. We apply the FASB’s guidance on revenue recognition, which requires us to recognize the amount of revenue and consideration that we expect to receive in exchange for goods and services transferred to our customers. To do this, the Company applies the five-step model prescribed by the FASB, which requires us to: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, we satisfy a performance obligation. No performance obligation related amounts were deferred as of May 31, 2020 or May 31, 2019. Within our Automotive Electronics segment, while the majority of the contracts we enter into with Original Equipment Manufacturers (“OEM”) are long-term supply arrangements, the performance obligations are established by the enforceable contract, which is generally considered to be the purchase order. The purchase orders are of durations less than one year. As such, the Company applies the practical expedient in ASC paragraph 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less, for which work has not yet been performed. Performance Obligations The Company’s primary source of revenue is derived from the manufacture and distribution of consumer electronic, automotive electronic, and biometric products. Our consumer electronics products primarily consist of finished goods sold to retail and commercial customers, consisting of premium audio products and other consumer electronic products. Our automotive electronic products are sold both to OEM and aftermarket customers. Our biometrics products are primarily sold to retail and commercial customers. Under ASC 606, we are required to present a refund liability and a return asset within the Consolidated Balance Sheets. The changes in the refund liability are reported in Net sales, and the changes in the return asset are reported in Cost of sales in the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income. As of May 31, 2020 and February 29, 2020, the balance of the return asset was $1,166 and $1,544, respectively, and the balance of the refund liability was $3,077 and $3,779, respectively, and are presented within Prepaid expenses and other current assets and Accrued expenses and other current liabilities, respectively, on the Consolidated Balance Sheets. We warrant our products against certain defects in material and workmanship when used as designed, which primarily range from 30 days to 3 years. We offer limited lifetime warranties on certain products, which limit the customer’s remedy to the repair or replacement of the defective product or part for the designated lifetime of the product, or for the life of the vehicle for the original owner, if it is an automotive product. We do not sell extended warranties. Contract Balances Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date on contracts with customers. Contract assets are transferred to receivables when the rights become unconditional. Contract liabilities primarily relate to contracts where advance payments or deposits have been received, but performance obligations have not yet been met, and therefore, revenue has not been recognized. The Company has no contract asset or contract liability balances at May 31, 2020 or February 29, 2020. Disaggregation of Revenue The Company operates in three reportable segments: Automotive Electronics, Consumer Electronics, and Biometrics. ASC 606 requires further disaggregation of an entity’s revenue. In the following table, the Company's net sales are disaggregated by segment and product type for the three months ended May 31, 2020 and 2019: Three months ended May 31, 2020 2019 Automotive Electronics Segment OEM Products $ 9,617 $ 14,953 Aftermarket Products 7,659 14,689 Total Automotive Segment 17,276 29,642 Consumer Electronics Segment Premium Audio Products 34,538 36,698 Other Consumer Electronic Products 19,976 26,955 Total Consumer Electronics Segment 54,514 63,653 Biometrics Segment Biometric Products 97 6 Total Biometrics Segment 97 6 Corporate/Eliminations 100 153 Total Net Sales $ 71,987 $ 93,454 |
Contingencies
Contingencies | 3 Months Ended |
May 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | (2 5 ) Contingencies The Company is currently, and has in the past, been a party to various routine legal proceedings incident to the ordinary course of business. If management determines, based on the underlying facts and circumstances of each matter, that it is probable a loss will result from a litigation contingency and the amount of the loss can be reasonably estimated, the estimated loss is accrued for. The Company does not believe that any current outstanding litigation matters will have a material adverse effect on the Company's financial statements, individually, or in the aggregate. The products the Company sells are continually changing as a result of improved technology. As a result, although the Company and its suppliers attempt to avoid infringing known proprietary rights, the Company may be subject to legal proceedings and claims for alleged infringement by patent, trademark or other intellectual property owners. Any claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, divert management’s attention and resources, or require the Company to either enter into royalty or license agreements that are not advantageous to the Company, or pay material amounts of damages. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
May 31, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
New Accounting Pronouncements | (2 6 ) New Accounting Pronouncements Accounting Pronouncements Recently Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” and subsequent amendments to the guidance, ASU 2018-19 in November 2018, ASU 2019-04 in April 2019, ASU 2019-05 in May 2019, and ASU 2019-10 and ASU 2019-11 in November 2019. The update changes how entities must measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The update replaces the “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities are required to record allowances, rather than reduce the carrying value, as they have under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The amendment affects loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2018-19 clarifies that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments. ASU 2019-04 clarifies that equity instruments without readily determinable fair values for which an entity has elected the measurement alternative should be remeasured to fair value as of the date that an observable transaction occurred. ASU 2019-05 Payment terms for the Company’s sales are 90 days or less. Substantially all of the Company’s receivables are collected within twelve months of the transfer of products to customers and the Company expects this to continue going forward. The credit loss allowance is determined through an analysis of the aging of accounts receivable and assessment of risk based on historical trends, and an evaluation of the impact of current and projected economic conditions. Receivables from customers with deteriorating financial conditions are removed from the pool and evaluated separately. For the three months ended May 31, 2020, the Company’s assessment of its accounts receivable considered the business and market disruptions caused by COVID-19 and emerging credit and collectability trends. The adoption of ASU 2016-13 did not have a material impact on the Company’s allowance for expected credit losses on accounts receivable. In January 2017, the FASB issued ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." Under the new guidance, if a reporting unit's carrying value exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The standard eliminates today's requirement to calculate goodwill impairment using Step 2, which calculates an impairment charge by comparing the implied fair value of goodwill with its carrying value. The standard does not change the guidance on completing Step 1 of the goodwill impairment test. The Company adopted the standard on March 1, 2020 and it has not had a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." The ASU modifies the disclosure requirements in Topic 820, Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The Company adopted the standard for the quarter ended May 31, 2020, and it did not impact the disclosures in the Company’s consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities.” This ASU requires entities to consider indirect interests held through related parties under common control on a proportional basis, rather than as the equivalent of a direct interest in its entirety when determining whether a decision-making fee is a variable interest. The Company adopted the standard on March 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, "Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606." The ASU clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer. The Company adopted the standard on March 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements. Standards Issued Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans." ASU 2018-14 removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and added additional disclosures. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2020. The amendments in ASU 2018-14 must be applied on a retrospective basis. The Company is currently assessing the effect, if any, that ASU 2018-14 will have on the disclosures in its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740 . In January 2020, the FASB issued ASU No. 2020-01, “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The ASU is based on a consensus of the Emerging Issues Task Force and is expected to increase comparability in accounting for these transactions by clarifying the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting under Topic 323, and the accounting for certain forward contracts and purchased options accounted for under Topic 815. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-01 to have a material impact on its consolidated financial statements . |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | (27) Subsequent Event Wells Fargo Credit Facility On June 11, 2020, the Company entered into Amendment No. 7 to the Credit Facility. Pursuant to the terms thereof, the Credit Facility was amended primarily to: (i) provide for a Maximum Credit under the Credit Facility of $127,500; (ii) extend the Maturity Date to April 26, 2022; (iii) allow for LIBOR replacement under certain conditions and amend the LIBOR and Base Rate margins; (iv) raise the Excess Availability related to a Compliance Period to 20%; and (v) increase the Real Property Availability by including the Company’s Michigan real estate in the Borrowing Base. Directed LLC and Directed Electronics Canada, Inc. Acquisition On July 2, 2020, the Company completed the acquisition of certain assets which comprise the aftermarket vehicle remote start and security systems and connected car solutions (telematics) businesses from Directed LLC and Directed Electronics Canada Inc. The acquired assets include inventory, accounts receivable, certain fixed assets, IT systems, and intellectual property. The cash purchase price was $11,000, plus the assumption of various liabilities. On July 6, 2020, the Company issued a press release announcing the acquisition and on July 9, 2020, the Company filed a Form 8-K with a copy of the press release furnished as Exhibit 99.1 thereto. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
May 31, 2020 | |
Acquisitions And Dispositions [Abstract] | |
Summary of Allocation of Purchase Price for Fair Value of Asset Acquired and Liabilities Assumed | The following summarizes the allocation of the purchase price based upon the fair value of the assets acquired and liabilities assumed at the date of acquisition: January 31, 2020 Assets acquired: Inventory $ 6,982 Accounts receivable 3,415 Right of use assets 483 Other current assets 145 Property and equipment 714 Customer relationships 5,460 Trademarks 560 Patented technology 280 Goodwill 215 Other non-current assets 3 Total assets acquired $ 18,257 Liabilities assumed: Accounts payable 757 Accrued expenses 483 Lease liabilities 219 Warranty accrual 188 Total $ 1,647 Total purchase price $ 16,610 |
Net (Loss) Income Per Common _2
Net (Loss) Income Per Common Share (Tables) | 3 Months Ended |
May 31, 2020 | |
Net Income Per Common Share [Abstract] | |
Reconciliation Between Denominator of Basic and Diluted Net (Loss) Income Per Common Share | There are no reconciling items which impact the numerator of basic and diluted net (loss) income per common share. A reconciliation between the denominator of basic and diluted net (loss) income per common share is as follows: Three months ended May 31, 2020 2019 Weighted-average common shares outstanding (basic) 24,224,478 24,355,791 Effect of dilutive securities: Restricted stock and stock grants — — Weighted-average common shares and potential common shares outstanding (diluted) 24,224,478 24,355,791 |
Investment Securities (Tables)
Investment Securities (Tables) | 3 Months Ended |
May 31, 2020 | |
Investment Securities [Abstract] | |
Unrealized Gain (Loss) on Investments | As of May 31, 2020, and February 29, 2020, the Company had the following investments: May 31, 2020 Fair Value Investment Securities Marketable Equity Securities Mutual funds $ 1,741 Total Marketable Equity Securities 1,741 Total Investment Securities $ 1,741 February 29, 2020 Fair Value Investment Securities Marketable Equity Securities Mutual funds $ 2,282 Total Marketable Securities 2,282 Total Investment Securities $ 2,282 |
Fair Value Measurements and D_2
Fair Value Measurements and Derivatives (Tables) | 3 Months Ended |
May 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table presents financial assets measured at fair value on a recurring basis at May 31, 2020: Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents: Cash and money market funds $ 69,039 $ 69,039 $ — Derivatives: Designated for hedging $ (606 ) $ — $ (606 ) Investment securities: Mutual funds $ 1,741 $ 1,741 $ — Total investment securities $ 1,741 $ 1,741 $ — The following table presents financial assets and liabilities measured at fair value on a recurring basis at February 29, 2020: Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents: Cash and money market funds $ 37,425 $ 37,425 $ — Derivatives: Designated for hedging $ (476 ) $ — $ (476 ) Investment securities: Mutual funds $ 2,282 $ 2,282 $ — Total investment securities $ 2,282 $ 2,282 $ — |
Fair Value, by Balance Sheet Grouping | The following table discloses the fair value as of May 31, 2020 and February 29, 2020 of the Company’s derivative instrument: Derivative Assets and Liabilities Fair Value Account May 31, 2020 February 29, 2020 Designated derivative instruments Foreign currency contracts Prepaid expenses and other current assets $ — $ — Interest rate swap agreement Other long-term liabilities (606 ) (476 ) Total derivatives $ (606 ) $ (476 ) |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | Activity related to cash flow hedges recorded during the three months ended May 31, 2020 and 2019 was as follows: Three months ended May 31, 2020 Pretax Gain (Loss) Recognized in Other Comprehensive Income Pretax Gain Reclassified from Accumulated Other Comprehensive Income Cash flow hedges Foreign currency contracts $ — $ 68 Interest rate swaps (130 ) — Three months ended May 31, 2019 Pretax Gain Recognized in Other Comprehensive Income Pretax Loss Reclassified from Accumulated Other Comprehensive Income Cash flow hedges Foreign currency contracts $ 218 $ 119 Interest rate swaps (172 ) — |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 3 Months Ended |
May 31, 2020 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The Company’s accumulated other comprehensive (loss) income consists of the following: Foreign Currency Translation Losses Pension plan adjustments, net of tax Derivatives designated in a hedging relationship, net of tax Total Balance at February 29, 2020 $ (17,739 ) $ (887 ) $ (429 ) $ (19,055 ) Other comprehensive income (loss) before reclassifications 504 (14 ) (177 ) 313 Reclassified from accumulated other comprehensive loss — — — — Net current-period other comprehensive income (loss) 504 (14 ) (177 ) 313 Balance at May 31, 2020 $ (17,235 ) $ (901 ) $ (606 ) $ (18,742 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
May 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following is supplemental information relating to the Unaudited Consolidated Statements of Cash Flows: Three months ended May 31, 2020 2019 Non-cash investing and financing activities: Issuance of redeemable equity $ 201 $ - Cash paid during the period: Interest (excluding bank charges) $ 291 $ 337 Income taxes (net of refunds) 466 289 |
Accounting for Stock-Based Co_2
Accounting for Stock-Based Compensation (Tables) | 3 Months Ended |
May 31, 2020 | |
Share Based Compensation [Abstract] | |
Summary of Activity Related to Initial Stock Grant Additional Stock Grants under Employment Agreement and RSU Grants under 2014 Plan | The following table presents a summary of the activity related to the initial stock grant, additional stock grants under the Employment Agreement, and RSU grants under the 2014 Plan for the three months ended May 31, 2020: Number of Shares Weighted Average Grant Date Fair Value Unvested award balance at February 29, 2020 715,152 $ 5.07 Granted — — Vested 22,804 5.59 Vested and settled 100,000 4.15 Forfeited — — Unvested award balance at May 31 2020 592,348 $ 5.21 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
May 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in goodwill by segment is as follows: Automotive Electronics: Amount Beginning balance at March 1, 2020 $ 8,467 Activity during the period — Balance at May 31, 2020 $ 8,467 Gross carrying value at May 31, 2020 $ 8,467 Accumulated impairment charge — Net carrying value at May 31, 2020 $ 8,467 Consumer Electronics: Beginning balance at March 1, 2020 $ 46,533 Activity during the period — Balance at May 31, 2020 $ 46,533 Gross carrying value at May 31, 2020 $ 78,696 Accumulated impairment charge (32,163 ) Net carrying value at May 31, 2020 $ 46,533 Total Goodwill, net $ 55,000 The Company's Biometrics segment did not carry a goodwill balance at May 31, 2020 or February 29, 2020. |
Schedule of Intangible Assets, Excluding Goodwill | At May 31, 2020, intangible assets consisted of the following: Gross Carrying Value Accumulated Amortization Total Net Book Value Finite-lived intangible assets: Customer relationships $ 51,592 $ 32,857 $ 18,735 Trademarks/Tradenames 1,045 457 588 Developed technology 14,144 12,312 1,832 Patents 5,659 3,895 1,764 License 1,400 1,400 — Contract 1,556 1,556 — Total finite-lived intangible assets $ 75,396 $ 52,477 22,919 Indefinite-lived intangible assets Trademarks 64,274 Total intangible assets, net $ 87,193 At February 29, 2020, intangible assets consisted of the following: Gross Carrying Value Accumulated Amortization Total Net Book Value Finite-lived intangible assets: Customer relationships $ 51,491 $ 31,880 $ 19,611 Trademarks/Tradenames 1,045 437 608 Developed technology 14,144 12,244 1,900 Patents 5,651 3,691 1,960 License 1,400 1,400 — Contract 1,556 1,556 — Total finite-lived intangible assets $ 75,287 $ 51,208 24,079 Indefinite-lived intangible assets Trademarks 64,209 Total intangible assets, net $ 88,288 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated aggregate amortization expense for all amortizable intangibles for May 31 of each of the succeeding years is as follows: Year Amount 2022 $ 4,878 2023 4,466 2024 3,620 2025 3,360 2026 3,200 |
Equity Investment (Tables)
Equity Investment (Tables) | 3 Months Ended |
May 31, 2020 | |
Equity Method Investment Summarized Financial Information [Abstract] | |
Equity Method Investment, Summarized Financial Information | The following presents summary financial information for ASA. Such summary financial information has been provided herein based upon the individual significance of ASA to the consolidated financial information of the Company. May 31, 2020 February 29, 2020 Current assets $ 45,943 $ 47,738 Non-current assets 5,265 5,453 Liabilities 8,640 9,343 Members' equity 42,568 43,848 Three months ended May 31, 2020 2019 Net sales $ 16,441 $ 26,124 Gross profit 5,911 7,955 Operating income 1,604 2,769 Net income 1,724 2,880 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
May 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories by major category are as follows: May 31, 2020 February 29, 2020 Raw materials $ 25,058 $ 29,115 Work in process 2,224 2,366 Finished goods 78,127 67,629 Inventory $ 105,409 $ 99,110 |
Product Warranties and Produc_2
Product Warranties and Product Repair Costs (Tables) | 3 Months Ended |
May 31, 2020 | |
Payables And Accruals Warranties [Abstract] | |
Schedule of Product Warranty Liability | The following table provides a summary of the activity with respect to product warranties and product repair costs. The liability for product warranties is included within Accrued expenses and other current liabilities and the reserve for product repair costs is recorded as a reduction of Inventory on the Consolidated Balance Sheets. Three months ended May 31, 2020 2019 Opening balance $ 4,748 $ 4,469 Liabilities for warranties accrued during the period 791 1,287 Warranty claims settled during the period (973 ) (1,605 ) Ending balance $ 4,566 $ 4,151 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 3 Months Ended |
May 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company has the following financing arrangements: May 31, 2020 February 29, 2020 Debt Domestic credit facility (a) $ 20,000 $ — Florida mortgage (b) 7,489 7,614 Euro asset-based lending obligation - VOXX Germany (c) — — Euro asset-based lending obligation - Magnat (d) 617 607 Total debt 28,106 8,221 Less: current portion of long-term debt 1,116 1,107 Long-term debt 26,990 7,114 Less: debt issuance costs 810 1,015 Total long-term debt, net of debt issuance costs $ 26,180 $ 6,099 (a) Domestic Credit Facility As of May 31, 2020, the Company has a senior secured credit facility (the "Credit Facility") that provides for a revolving credit facility with committed availability of up to $140,000, which may be increased, at the option of the Company, up to a maximum of $175,000, and a term loan in the amount of $15,000. The Credit Facility also includes a $15,000 sublimit for letters of credit and a $15,000 sublimit for swingline loans. The availability under the revolving credit line within the Credit Facility is subject to a borrowing base, which is based on eligible accounts receivable, eligible inventory and certain real estate, subject to reserves as determined by the lender, and is also limited by amounts outstanding under the Florida Mortgage (see Note 17(b)). The entire outstanding balance of the term loan, which is not renewable, was repaid in Fiscal 2018. The availability under the revolving credit line of the Credit Facility was $43,769 as of May 31, 2020. All amounts outstanding under the Credit Facility will mature and become due on April 26, 2021; however, it is subject to acceleration upon the occurrence of an Event of Default (as defined in the Credit Agreement). The Company may prepay any amounts outstanding at any time, subject to payment of certain breakage and redeployment costs relating to LIBOR Rate Loans. The commitments under the Credit Facility may be irrevocably reduced at any time, without premium or penalty as set forth in the agreement. On June 11, 2020, the Company amended the Credit Facility. Under the amendment, the committed availability of the revolving credit facility was revised to $127,500 and the maturity date of the facility was extended to April 26, 2022 (see Note 27). Generally, the Company may designate specific borrowings under the Credit Facility as either Base Rate Loans or LIBOR Rate Loans, except that swingline loans may only be designated as Base Rate Loans. Loans designated as LIBOR Rate Loans bear interest at a rate equal to the then applicable LIBOR rate plus a range of 1.75 - 2.25%. Loans designated as Base Rate loans bear interest at a rate equal to the applicable margin for Base Rate Loans of 0.75 - 1.25% as defined in the agreement. As of May 31, 2020, the weighted average interest rate on the facility was 2.50%. Provided that the Company is in a Compliance Period (the period commencing on that day in which Excess Availability is less than 12.5% of the Maximum Revolver Amount and ending on a day in which Excess Availability is equal to or greater than 12.5% for any consecutive 30 day period thereafter), the Credit Facility requires compliance with a financial covenant calculated as of the last day of each month, consisting of a Fixed Charge Coverage Ratio. The Credit Facility also contains covenants, subject to defined carveouts, that limit the ability of the loan parties and certain of their subsidiaries which are not loan parties to, among other things: (i) incur additional indebtedness; (ii) incur liens; (iii) merge, consolidate or dispose of a substantial portion of their business; (iv) transfer or dispose of assets; (v) change their name, organizational identification number, state or province of organization or organizational identity; (vi) make any material change in their nature of business; (vii) prepay or otherwise acquire indebtedness; (viii) cause any change of control; (ix) make any restricted junior payment; (x) change their fiscal year or method of accounting; (xi) make advances, loans or investments; (xii) enter into or permit any transaction with an affiliate of any borrower or any of their subsidiaries; (xiii) use proceeds for certain items; (xiv) issue or sell any of their stock; or (xv) consign or sell any of their inventory on certain terms. In addition, if excess availability under the Credit Facility were to fall below certain specified levels, as defined in the agreement, the lenders would have the right to assume dominion and control over the Company's cash. As of May 31, 2020, the Company was not in a Compliance Period. The obligations under the loan documents are secured by a general lien on, and security interest in, substantially all of the assets of the borrowers and certain of the guarantors, including accounts receivable, equipment, real estate, general intangibles and inventory. The Company has guaranteed the obligations of the borrowers under the Credit Agreement. Charges incurred on the unused portion of the Credit Facility during the three months ended May 31, 2020 totaled $116, compared to $126 during the three months ended May 31, 2019. These charges are included within Interest and bank charges on the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company has deferred financing costs related to the Credit Facility and a previous amendment and modification of the Credit Facility. These deferred financing costs are included in Long-term debt on the accompanying Consolidated Balance Sheets as a contra-liability balance and are amortized through Interest and bank charges in the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income over the five-year term of the Credit Facility. During both the three months ended May 31, 2020 and 2019, the Company amortized $198 of these costs. The net unamortized balance of these deferred financing costs as of May 31, 2020 is $631. (b) Florida Mortgage On July 6, 2015, VOXX HQ LLC, the Company’s wholly owned subsidiary, closed on a $9,995 industrial development revenue tax exempt bond under a loan agreement in favor of the Orange County Industrial Development Authority (the “Authority”) to finance the construction of the Company's manufacturing facility and executive offices in Lake Nona, Florida. Wells Fargo Bank, N.A. ("Wells Fargo") was the purchaser of the bond and U.S. Bank National Association is the trustee under an Indenture of Trust with the Authority. Voxx borrowed the proceeds of the bond purchase from the Authority during construction as a revolving loan, which converted to a permanent mortgage upon completion of the facility in January 2016 (the "Florida Mortgage"). The Company makes principal and interest payments to Wells Fargo, which began March 1, 2016 and will continue through March of 2026. The Florida Mortgage bears interest at 70% of 1-month LIBOR plus 1.54% (1.67% at May 31, 2020) and is secured by a first mortgage on the property, a collateral assignment of leases and rents and a guaranty by the Company. The financial covenants of the Florida Mortgage are as defined in the Company’s Credit Facility with Wells Fargo dated April 26, 2016. The Company incurred debt financing costs totaling approximately $332 as a result of obtaining the Florida Mortgage, which are recorded as deferred financing costs and included in Long-term debt as a contra-liability balance on the accompanying Consolidated Balance Sheets and are being amortized through Interest and bank charges in the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income over the ten-year term of the Florida Mortgage. The Company amortized $8 of these costs during both of the three months ended May 31, 2020 and 2019. The net unamortized balance of these deferred financing costs as of May 31, 2020 is $179. On July 20, 2015, the Company entered into an interest rate swap agreement in order to hedge interest rate exposure related to the Florida Mortgage and pays a fixed rate of 3.48% under the swap agreement (See Note 5). (c) Euro Asset-Based Lending Obligation – VOXX Germany Foreign bank obligations include a Euro Asset-Based Lending ("ABL") credit facility, which has a credit limit of €8,000 for the Company's subsidiary, VOXX Germany, which expires on July 31, 2020. The rate of interest for the ABL is the three-month Euribor plus 2.3% (2.30% at May 31, 2020). As of May 31, 2020, there is no balance outstanding under this credit facility. (d) Euro Asset-Based Lending Obligation - Magnat Foreign bank obligations also include an ABL credit facility, for the Company's subsidiary, Magnat, which expires on December 31, 2020. The rate of interest for the ABL is the three-month Euribor plus 2.1% (2.10% at May 31, 2020). |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 3 Months Ended |
May 31, 2020 | |
Other Income And Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | Other income (expense) is comprised of the following: Three months ended May 31, 2020 2019 Foreign currency (loss) gain $ (116 ) $ 106 Interest income 86 390 Rental income 186 142 Miscellaneous 378 1,006 Total other, net $ 534 $ 1,644 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 3 Months Ended |
May 31, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost | The components of lease cost for the three months ended May 31, 2020 and 2019 were as follows: Three months ended Three months ended May 31, 2020 February 29, 2020 Operating lease cost (a) (c) $ 243 $ 226 Finance lease cost: Amortization of right of use assets (a) 165 232 Interest on lease liabilities (b) 9 12 Total finance lease cost $ 174 $ 244 (a) Recorded within Selling, General and administrative, Engineering and technical support, and Cost of sales on the Consolidated Statement of Operations and Comprehensive (Loss) Income. (b) Recorded within Interest and bank charges on the Consolidated Statement of Operations and Comprehensive Income (Loss). (c) Includes immaterial amounts related to variable rent expense. |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Three months ended Three months ended May 31, 2020 May 31, 2019 Non-cash investing and financing activities: Right of use assets obtained in exchange for operating lease obligations $ 276 $ 187 Right of use assets obtained in exchange for finance lease obligations - - Upon the adoption of ASC 842: Right of use assets recorded in exchange for operating lease obligations $ — $ 2,227 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 243 $ 225 Operating cash flows from finance leases 9 12 Finance cash flows from finance leases 169 108 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: May 31, 2020 February 29, 2020 Operating Leases Operating lease, right of use assets $ 3,175 $ 3,143 Total operating lease right of use assets $ 3,175 $ 3,143 Accrued expenses and other current liabilities $ 870 $ 784 Operating lease liabilities, less current portion 2,340 2,391 Total operating lease liabilities $ 3,210 $ 3,175 Finance Leases Property, plant and equipment, gross $ 2,503 $ 2,503 Accumulated depreciation (1,374 ) (1,209 ) Total finance lease right of use assets $ 1,129 $ 1,294 Accrued expenses and other current liabilities $ 569 $ 613 Finance lease liabilities, less current portion 594 720 Total finance lease liabilities $ 1,163 $ 1,333 Weighted Average Remaining Lease Term Operating leases 4.1 years 4.4 years Finance leases 3.9 years 3.9 years Weighted Average Discount Rate Operating leases 5.84 % 5.98 % Finance leases 3.87 % 3.87 % |
Schedule of Maturities of Leases Liabilities | At May 31, 2020, maturities of lease liabilities for each of the succeeding years were as follows: Operating Leases Finance Leases 2021 $ 1,029 592 2022 949 374 2023 652 192 2024 465 39 2025 317 — Thereafter 201 — Total lease payments 3,613 1,197 Less imputed interest 403 34 Total $ 3,210 1,163 |
Capital Structure (Tables)
Capital Structure (Tables) | 3 Months Ended |
May 31, 2020 | |
Equity [Abstract] | |
Schedule of Capital Units | The Company's capital structure is as follows: Shares Authorized Shares Outstanding Security Par Value May 31, 2020 February 29, 2020 May 31, 2020 February 29, 2020 Voting Rights per Share Liquidation Rights Preferred Stock $ 50.00 50,000 50,000 — — — $50 per share Series Preferred Stock $ 0.01 1,500,000 1,500,000 — — — — Class A Common Stock $ 0.01 60,000,000 60,000,000 21,656,976 21,556,976 1 Ratably with Class B Class B Common Stock $ 0.01 10,000,000 10,000,000 2,260,954 2,260,954 10 Ratably with Class A Treasury Stock at cost at cost 2,749,218 2,749,218 N/A N/A N/A |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) - Variable Interest Entity, Primary Beneficiary [Member] | 3 Months Ended |
May 31, 2020 | |
Variable Interest Entity [Line Items] | |
Summary of Carrying Values of Assets and Liabilities Included in Consolidated Balance Sheets | The following table sets forth the carrying values of assets and liabilities of EyeLock LLC that were included on our Consolidated Balance Sheets as of May 31, 2020 and February 29, 2020: May 31, 2020 February 29, 2020 Assets (unaudited) Current assets: Cash and cash equivalents $ 7 $ — Accounts receivable, net 85 147 Inventory, net 2,292 2,052 Prepaid expenses and other current assets 217 313 Total current assets 2,601 2,512 Property, plant and equipment, net 52 69 Intangible assets, net 2,532 2,600 Other assets 60 76 Total assets $ 5,245 $ 5,257 Liabilities and Partners' Deficit Current liabilities: Accounts payable $ 2,024 $ 2,086 Interest payable to VOXX 10,344 9,994 Accrued expenses and other current liabilities 423 252 Due to VOXX 55,740 54,074 Total current liabilities 68,531 66,406 Other long-term liabilities 1,200 1,200 Total liabilities 69,731 67,606 Commitments and contingencies Partners' deficit: Capital 41,416 41,416 Retained losses (105,902 ) (103,765 ) Total partners' deficit (64,486 ) (62,349 ) Total liabilities and partners' deficit $ 5,245 $ 5,257 |
Summary of Revenues and Expenses Included in Consolidated Statements of Operations and Comprehensive (Loss) Income | The following table sets forth the revenues and expenses of EyeLock LLC that were included in our Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income for the three months ended May 31, 2020 and 2019, respectively: For the three months ended May 31, 2020 2019 Net sales $ 97 $ 21 Cost of sales 119 71 Gross profit (22 ) (50 ) Operating expenses: Selling 177 201 General and administrative 429 1,220 Engineering and technical support 1,155 1,365 Total operating expenses 1,761 2,786 Operating loss (1,783 ) (2,836 ) Other expense: Interest and bank charges (354 ) (300 ) Total other expense, net (354 ) (300 ) Loss before income taxes (2,137 ) (3,136 ) Income tax expense — — Net loss $ (2,137 ) $ (3,136 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
May 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segments | Segment data for each of the Company's segments is presented below: Automotive Electronics Consumer Electronics Biometrics Corporate/ Eliminations Total Three Months Ended May 31, 2020 Net sales $ 17,276 $ 54,514 $ 97 $ 100 $ 71,987 Equity in income of equity investees 862 — — — 862 Interest expense and bank charges 168 2,188 355 (1,858 ) 853 Depreciation and amortization expense 466 965 86 1,026 2,543 Loss before income taxes (3,110 ) (53 ) (2,137 ) (2,024 ) (7,324 ) Three Months Ended May 31, 2019 Net sales $ 29,642 $ 63,653 $ 6 $ 153 $ 93,454 Equity in income of equity investees 1,440 — — — 1,440 Interest expense and bank charges 99 2,398 302 (1,802 ) 997 Depreciation and amortization expense 187 1,141 785 954 3,067 Income (loss) before income taxes 450 460 (2,980 ) (2,947 ) (5,017 ) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
May 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue | In the following table, the Company's net sales are disaggregated by segment and product type for the three months ended May 31, 2020 and 2019: Three months ended May 31, 2020 2019 Automotive Electronics Segment OEM Products $ 9,617 $ 14,953 Aftermarket Products 7,659 14,689 Total Automotive Segment 17,276 29,642 Consumer Electronics Segment Premium Audio Products 34,538 36,698 Other Consumer Electronic Products 19,976 26,955 Total Consumer Electronics Segment 54,514 63,653 Biometrics Segment Biometric Products 97 6 Total Biometrics Segment 97 6 Corporate/Eliminations 100 153 Total Net Sales $ 71,987 $ 93,454 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | 3 Months Ended |
May 31, 2020Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Jan. 31, 2020 | May 31, 2020 |
Business Acquisition [Line Items] | ||
Business combination, consideration transferred | $ 16,500 | |
Business combination, preliminary purchase price | 16,610 | |
Business combination, contingent consideration, liability | $ 110 | |
Business combination, acquisition completion period | 12 months | |
VSHC [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of net sales from consolidated net sales | 7.00% | |
Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, contingent consideration, liability payable | $ 750 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Summary of Allocation of Purchase Price for Fair Value of Asset Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 |
Business Acquisition [Line Items] | |||
Inventory | $ 6,982 | ||
Accounts receivable | 3,415 | ||
Right of use assets | 483 | ||
Other current assets | 145 | ||
Property and equipment | 714 | ||
Goodwill | $ 55,000 | $ 55,000 | 215 |
Other non-current assets | 3 | ||
Total assets acquired | 18,257 | ||
Accounts payable | 757 | ||
Accrued expenses | 483 | ||
Lease liabilities | 219 | ||
Warranty accrual | 188 | ||
Total | 1,647 | ||
Total purchase price | 16,610 | ||
Trademarks [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets other than goodwill | 560 | ||
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets other than goodwill | 5,460 | ||
Patented Technology [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets other than goodwill | $ 280 |
Net (Loss) Income Per Common _3
Net (Loss) Income Per Common Share - Additional Information (Details) | 3 Months Ended | |
May 31, 2020shares | May 31, 2019shares | |
Net Income Per Common Share [Abstract] | ||
Reconciling Items to basic and diluted EPS | 0 | |
Antidilutive securities excluded from computation of earnings per share, amount | 596,379 | 627,544 |
Net (Loss) Income Per Common _4
Net (Loss) Income Per Common Share - Reconciliation Between Denominator of Basic and Diluted Net (Loss) Income Per Common Share (Details) - shares | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Net Income Per Common Share [Abstract] | ||
Weighted-average common shares outstanding (basic) | 24,224,478 | 24,355,791 |
Restricted stock and stock grants | 0 | 0 |
Weighted-average common shares and potential common shares outstanding (diluted) | 24,224,478 | 24,355,791 |
Investment Securities - Unreali
Investment Securities - Unrealized Gain (Loss) on Investments (Details) - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 |
Gain (Loss) on Securities [Line Items] | ||
Marketable Equity Securities | $ 1,741 | $ 2,282 |
Investments, Fair Value Disclosure | 1,741 | 2,282 |
Mutual Funds [Member] | ||
Gain (Loss) on Securities [Line Items] | ||
Marketable Equity Securities | $ 1,741 | $ 2,282 |
Fair Value Measurements and D_3
Fair Value Measurements and Derivatives - Additional Information (Details) | 3 Months Ended | |||
May 31, 2020USD ($) | May 29, 2020USD ($) | Feb. 29, 2020USD ($) | Jul. 20, 2015 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative, Fixed Interest Rate | 3.48% | |||
Gain (Loss) from Components Excluded from Assessment of Cash Flow Hedge Effectiveness | $ 0 | |||
Foreign currency contracts terminated | 0 | |||
Foreign Exchange Forward [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Notional Amount of Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | $ 8,000,000 | |||
Interest Rate Swap [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Notional Amount of Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | $ 7,489,000 | |||
Minimum [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Forward foreign currency contracts, range | 1 month | |||
Maximum [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Forward foreign currency contracts, range | 10 months | |||
Fair Value Measurements Recurring [Member] | Level 3 [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Asset measured at fair value | $ 0 | $ 0 | ||
Liabilities measured at fair value | $ 0 | $ 0 |
Fair Value Measurements and D_4
Fair Value Measurements and Derivatives - Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | $ 69,039 | $ 37,425 |
Foreign Currency Contract, Asset, Fair Value Disclosure | (606) | (476) |
Investments, Fair Value Disclosure | 1,741 | 2,282 |
Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, Fair Value Disclosure | 1,741 | 2,282 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 69,039 | 37,425 |
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 |
Investments, Fair Value Disclosure | 1,741 | 2,282 |
Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, Fair Value Disclosure | 1,741 | 2,282 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Foreign Currency Contract, Asset, Fair Value Disclosure | (606) | (476) |
Investments, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, Fair Value Disclosure | $ 0 | $ 0 |
Fair Value Measurements and D_5
Fair Value Measurements and Derivatives - Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Prepaid expenses and other current assets | $ 11,186 | $ 10,885 |
Derivative Assets and Liabilities | (606) | (476) |
Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Prepaid expenses and other current assets | 0 | 0 |
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other Liabilities | $ (606) | $ (476) |
Fair Value Measurements and D_6
Fair Value Measurements and Derivatives - Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Foreign Exchange Forward [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ 0 | $ 218 |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 68 | 119 |
Interest Rate Swap [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | (130) | (172) |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ 0 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income - Schedule of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Stockholders equity, beginning of period | $ 348,229 | $ 395,101 |
Other comprehensive income (loss) before reclassifications | 313 | |
Reclassified from accumulated other comprehensive loss | 0 | |
Other comprehensive income (loss), net of tax | 313 | (904) |
Stockholders equity, end of period | 339,588 | 391,984 |
Foreign Currency Translation Losses [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Stockholders equity, beginning of period | (17,739) | |
Other comprehensive income (loss) before reclassifications | 504 | |
Reclassified from accumulated other comprehensive loss | 0 | |
Other comprehensive income (loss), net of tax | 504 | |
Stockholders equity, end of period | (17,235) | |
Pension Plan Adjustments, Net of Tax [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Stockholders equity, beginning of period | (887) | |
Other comprehensive income (loss) before reclassifications | (14) | |
Reclassified from accumulated other comprehensive loss | 0 | |
Other comprehensive income (loss), net of tax | (14) | |
Stockholders equity, end of period | (901) | |
Derivatives Designated in a Hedging Relationship, Net of Tax [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Stockholders equity, beginning of period | (429) | |
Other comprehensive income (loss) before reclassifications | (177) | |
Reclassified from accumulated other comprehensive loss | 0 | |
Other comprehensive income (loss), net of tax | (177) | |
Stockholders equity, end of period | (606) | |
Accumulated Other Comprehensive (Loss) Income [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Stockholders equity, beginning of period | (19,055) | (16,944) |
Other comprehensive income (loss), net of tax | 313 | (904) |
Stockholders equity, end of period | $ (18,742) | $ (17,848) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive (Loss) Income - Additional Information (Details) $ in Thousands | 3 Months Ended |
May 31, 2020USD ($) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | $ (21) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax | 0 |
Other comprehensive income (loss) before reclassifications | 313 |
Foreign Currency Translation Losses [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Other comprehensive income (loss) before reclassifications | 504 |
Foreign Currency Translation Losses [Member] | Intercompany Transactions Of Long Term Investment Nature [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Other comprehensive income (loss) before reclassifications | (186) |
Foreign Currency Translation Losses [Member] | Translating Financial Statements [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Other comprehensive income (loss) before reclassifications | $ 690 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | ||
Issuance of redeemable equity | $ 201 | |
Non-cash investing activities: | ||
Interest (excluding bank charges) | 291 | $ 337 |
Income taxes (net of refunds) | $ 466 | $ 289 |
Accounting for Stock-Based Co_3
Accounting for Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 08, 2019 | Jul. 31, 2019 | May 31, 2020 | May 31, 2019 | Feb. 28, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock based compensation expense | $ 351 | $ 159 | |||
Patrick M. Lavelle [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Annual salary and cash bonus | $ 1,000 | ||||
Stock based compensation expense | $ 61 | ||||
Grant of market stock units maximum amount | $ 5,000 | ||||
Maximum average stock price of grant market stock units | $ 5.49 | ||||
Maximum increase amount of market stock units award | $ 5,000 | ||||
Maximum threshold share price increases in value of award | $ 15 | ||||
Estimated Maximum threshold share increases in value of award | 333,333 | ||||
Patrick M. Lavelle [Member] | Common Class A [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.15 | ||||
Award vesting period | 5 years | ||||
Stock based compensation expense | $ 103 | ||||
Patrick M. Lavelle [Member] | Common Class A [Member] | March 1, 2021 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional grant of shares under employment agreement | 100,000 | ||||
Patrick M. Lavelle [Member] | Common Class A [Member] | March 1, 2020 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional grant of shares under employment agreement | 100,000 | ||||
Patrick M. Lavelle [Member] | Common Class A [Member] | March 1, 2022 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional grant of shares under employment agreement | 100,000 | ||||
Restricted Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Allocated Share-based Compensation Expense | 351 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 2,000 | ||||
2014 Plan [Member] | Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | ||||
Share-based payment award vesting age of employee | 65 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 71,352 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.65 | ||||
Vested and unsettled awards | 22,804 | ||||
Vested and unsettled awards, weighted average fair value | $ 5.59 | ||||
2014 Plan [Member] | Restricted Stock Units [Member] | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award vesting required service period | 10 years | ||||
2014 Plan [Member] | Unsettled RSU Awards [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vested and unsettled awards | 306,548 | ||||
Vested and unsettled awards, weighted average fair value | $ 6.83 | ||||
2012 Equity Incentive Plan [Member] | Patrick M. Lavelle [Member] | Common Class A [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Grant of initial shares under employment agreement | 200,000 |
Accounting for Stock-Based Co_4
Accounting for Stock-Based Compensation - Summary of Activity Related to Initial Stock Grant Additional Stock Grants under Employment Agreement and RSU Grants under 2014 Plan (Details) - 2014 Plan [Member] - Restricted Stock Units [Member] - $ / shares | 1 Months Ended | 3 Months Ended |
Jul. 31, 2019 | May 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 715,152 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 22,804 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested and Settled in Period | 100,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 592,348 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 5.07 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.65 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 5.59 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested and Settled Period, Weighted Average Grant Date Fair Value | 4.15 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 5.21 |
Supply Chain Financing - Additi
Supply Chain Financing - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Supply Chain Financing [Abstract] | ||
Proceeds from Sale and Collection of Receivables | $ 18,875 | $ 22,649 |
Research and Development - Addi
Research and Development - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Research And Development [Abstract] | ||
Research and Development Expense | $ 1,855 | $ 1,863 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
May 31, 2020USD ($) | |
Goodwill [Line Items] | |
Goodwill | $ 55,000 |
Goodwill | 55,000 |
Automotive Electronics [Member] | |
Goodwill [Line Items] | |
Goodwill | 8,467 |
Goodwill, Acquired During Period | 0 |
Goodwill | 8,467 |
Goodwill, Gross | 8,467 |
Goodwill, Impaired, Accumulated Impairment Loss | 0 |
Consumer Electronics [Member] | |
Goodwill [Line Items] | |
Goodwill | 46,533 |
Goodwill, Acquired During Period | 0 |
Goodwill | 46,533 |
Goodwill, Gross | 78,696 |
Goodwill, Impaired, Accumulated Impairment Loss | $ (32,163) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets, Excluding Goodwill (Details) - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 |
Goodwill and Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 75,396 | $ 75,287 |
Finite-Lived Intangible Assets, Accumulated Amortization | 52,477 | 51,208 |
Finite-Lived Intangible Assets, Net | 22,919 | 24,079 |
Intangible assets, net | 87,193 | 88,288 |
Trademarks [Member] | ||
Goodwill and Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 64,274 | 64,209 |
Customer Relationships [Member] | ||
Goodwill and Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 51,592 | 51,491 |
Finite-Lived Intangible Assets, Accumulated Amortization | 32,857 | 31,880 |
Finite-Lived Intangible Assets, Net | 18,735 | 19,611 |
Trademarks and Tradenames [Member] | ||
Goodwill and Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,045 | 1,045 |
Finite-Lived Intangible Assets, Accumulated Amortization | 457 | 437 |
Finite-Lived Intangible Assets, Net | 588 | 608 |
Patented Technology [Member] | ||
Goodwill and Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 14,144 | 14,144 |
Finite-Lived Intangible Assets, Accumulated Amortization | 12,312 | 12,244 |
Finite-Lived Intangible Assets, Net | 1,832 | 1,900 |
Patents [Member] | ||
Goodwill and Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 5,659 | 5,651 |
Finite-Lived Intangible Assets, Accumulated Amortization | 3,895 | 3,691 |
Finite-Lived Intangible Assets, Net | 1,764 | 1,960 |
Licensing Agreements [Member] | ||
Goodwill and Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,400 | 1,400 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,400 | 1,400 |
Finite-Lived Intangible Assets, Net | 0 | 0 |
Contractual Rights [Member] | ||
Goodwill and Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,556 | 1,556 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,556 | 1,556 |
Finite-Lived Intangible Assets, Net | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 1,169 | $ 1,748 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands | May 31, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 4,878 |
2023 | 4,466 |
2024 | 3,620 |
2025 | 3,360 |
2026 | $ 3,200 |
Equity Investment - Additional
Equity Investment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 31, 2020 | May 31, 2019 | Feb. 29, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Income (Loss) from Equity Method Investments | $ 862 | $ 1,440 | |
ASA Electronics, LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% |
Equity Investment - Equity Meth
Equity Investment - Equity Method Investment, Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 31, 2020 | May 31, 2019 | Feb. 29, 2020 | |
Equity Method Investment Summarized Financial Information [Abstract] | |||
Equity Method Investment, Summarized Financial Information, Current Assets | $ 45,943 | $ 47,738 | |
Equity Method Investment, Summarized Financial Information, Noncurrent Assets | 5,265 | 5,453 | |
Equity Method Investment, Summarized Financial Information, Current Liabilities | 8,640 | 9,343 | |
Equity Method Investment Summarized Financial Information, Equity | 42,568 | $ 43,848 | |
Equity Method Investment, Summarized Financial Information, Revenue | 16,441 | $ 26,124 | |
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss) | 5,911 | 7,955 | |
Equity Method Investment, Summarized Financial Information, Income (Loss) from Continuing Operations | 1,604 | 2,769 | |
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | $ 1,724 | $ 2,880 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 31, 2020 | May 31, 2019 | Feb. 29, 2020 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carried back period | 2 years | ||
Net operating loss carried forward period | 20 years | ||
Net operating loss, income tax provision | $ 4,275 | ||
Income tax provision (benefit) | 1,781 | $ (2,645) | |
Unrecognized Tax Benefits, Period Increase (Decrease) | 4,292 | $ 19 | |
Unrecognized tax benefit, interest expense | $ 17 | ||
Effective Income Tax Rate, Continuing Operations | 24.30% | 52.70% | |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (7,324) | $ (5,017) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | |
Liability for Uncertainty in Income Taxes, Noncurrent | $ 1,213 | $ 1,225 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 25,058 | $ 29,115 |
Work in process | 2,224 | 2,366 |
Finished goods | 78,127 | 67,629 |
Inventory | $ 105,409 | $ 99,110 |
Product Warranties and Produc_3
Product Warranties and Product Repair Costs - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Payables And Accruals Warranties [Abstract] | ||
Opening balance | $ 4,748 | $ 4,469 |
Liabilities for warranties accrued during the period | 791 | 1,287 |
Warranty claims settled during the period | (973) | (1,605) |
Ending balance | $ 4,566 | $ 4,151 |
Accrued Restructuring Expense -
Accrued Restructuring Expense - Additional Information (Details) - USD ($) | 3 Months Ended | |
May 31, 2020 | Feb. 29, 2020 | |
Restructuring And Related Activities [Abstract] | ||
Restructuring liability, included accrued expenses and other current liabilities | $ 336,000 | $ 637,000 |
Additional accruals settled | 301,000 | |
Restructuring expenses | $ 0 |
Financing Arrangements - Schedu
Financing Arrangements - Schedule of Debt (Details) - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 | |
Debt, Long-term and Short-term, Combined Amount | $ 28,106 | $ 8,221 | |
Current portion of long-term debt | 1,116 | 1,107 | |
Long-term debt | 26,990 | 7,114 | |
Less: debt issuance costs | 810 | 1,015 | |
Total long-term debt, net of debt issuance costs | 26,180 | 6,099 | |
Mortgages [Member] | |||
Debt, Long-term and Short-term, Combined Amount | [1] | 7,489 | 7,614 |
Less: debt issuance costs | 179 | ||
Revolving Credit Facility [Member] | |||
Debt, Long-term and Short-term, Combined Amount | [2] | 20,000 | |
Magnat [Member] | Foreign Line of Credit [Member] | |||
Debt, Long-term and Short-term, Combined Amount | [3] | $ 617 | $ 607 |
[1] | Florida Mortgage On July 6, 2015, VOXX HQ LLC, the Company’s wholly owned subsidiary, closed on a $9,995 industrial development revenue tax exempt bond under a loan agreement in favor of the Orange County Industrial Development Authority (the “Authority”) to finance the construction of the Company's manufacturing facility and executive offices in Lake Nona, Florida. Wells Fargo Bank, N.A. ("Wells Fargo") was the purchaser of the bond and U.S. Bank National Association is the trustee under an Indenture of Trust with the Authority. Voxx borrowed the proceeds of the bond purchase from the Authority during construction as a revolving loan, which converted to a permanent mortgage upon completion of the facility in January 2016 (the "Florida Mortgage"). The Company makes principal and interest payments to Wells Fargo, which began March 1, 2016 and will continue through March of 2026. The Florida Mortgage bears interest at 70% of 1-month LIBOR plus 1.54% (1.67% at May 31, 2020) and is secured by a first mortgage on the property, a collateral assignment of leases and rents and a guaranty by the Company. The financial covenants of the Florida Mortgage are as defined in the Company’s Credit Facility with Wells Fargo dated April 26, 2016. The Company incurred debt financing costs totaling approximately $332 as a result of obtaining the Florida Mortgage, which are recorded as deferred financing costs and included in Long-term debt as a contra-liability balance on the accompanying Consolidated Balance Sheets and are being amortized through Interest and bank charges in the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income over the ten-year term of the Florida Mortgage. The Company amortized $8 of these costs during both of the three months ended May 31, 2020 and 2019. The net unamortized balance of these deferred financing costs as of May 31, 2020 is $179. On July 20, 2015, the Company entered into an interest rate swap agreement in order to hedge interest rate exposure related to the Florida Mortgage and pays a fixed rate of 3.48% under the swap agreement (See Note 5). | ||
[2] | Domestic Credit Facility As of May 31, 2020, the Company has a senior secured credit facility (the "Credit Facility") that provides for a revolving credit facility with committed availability of up to $140,000, which may be increased, at the option of the Company, up to a maximum of $175,000, and a term loan in the amount of $15,000. The Credit Facility also includes a $15,000 sublimit for letters of credit and a $15,000 sublimit for swingline loans. The availability under the revolving credit line within the Credit Facility is subject to a borrowing base, which is based on eligible accounts receivable, eligible inventory and certain real estate, subject to reserves as determined by the lender, and is also limited by amounts outstanding under the Florida Mortgage (see Note 17(b)). The entire outstanding balance of the term loan, which is not renewable, was repaid in Fiscal 2018. The availability under the revolving credit line of the Credit Facility was $43,769 as of May 31, 2020. All amounts outstanding under the Credit Facility will mature and become due on April 26, 2021; however, it is subject to acceleration upon the occurrence of an Event of Default (as defined in the Credit Agreement). The Company may prepay any amounts outstanding at any time, subject to payment of certain breakage and redeployment costs relating to LIBOR Rate Loans. The commitments under the Credit Facility may be irrevocably reduced at any time, without premium or penalty as set forth in the agreement. On June 11, 2020, the Company amended the Credit Facility. Under the amendment, the committed availability of the revolving credit facility was revised to $127,500 and the maturity date of the facility was extended to April 26, 2022 (see Note 27). Generally, the Company may designate specific borrowings under the Credit Facility as either Base Rate Loans or LIBOR Rate Loans, except that swingline loans may only be designated as Base Rate Loans. Loans designated as LIBOR Rate Loans bear interest at a rate equal to the then applicable LIBOR rate plus a range of 1.75 - 2.25%. Loans designated as Base Rate loans bear interest at a rate equal to the applicable margin for Base Rate Loans of 0.75 - 1.25% as defined in the agreement. As of May 31, 2020, the weighted average interest rate on the facility was 2.50%. Provided that the Company is in a Compliance Period (the period commencing on that day in which Excess Availability is less than 12.5% of the Maximum Revolver Amount and ending on a day in which Excess Availability is equal to or greater than 12.5% for any consecutive 30 day period thereafter), the Credit Facility requires compliance with a financial covenant calculated as of the last day of each month, consisting of a Fixed Charge Coverage Ratio. The Credit Facility also contains covenants, subject to defined carveouts, that limit the ability of the loan parties and certain of their subsidiaries which are not loan parties to, among other things: (i) incur additional indebtedness; (ii) incur liens; (iii) merge, consolidate or dispose of a substantial portion of their business; (iv) transfer or dispose of assets; (v) change their name, organizational identification number, state or province of organization or organizational identity; (vi) make any material change in their nature of business; (vii) prepay or otherwise acquire indebtedness; (viii) cause any change of control; (ix) make any restricted junior payment; (x) change their fiscal year or method of accounting; (xi) make advances, loans or investments; (xii) enter into or permit any transaction with an affiliate of any borrower or any of their subsidiaries; (xiii) use proceeds for certain items; (xiv) issue or sell any of their stock; or (xv) consign or sell any of their inventory on certain terms. In addition, if excess availability under the Credit Facility were to fall below certain specified levels, as defined in the agreement, the lenders would have the right to assume dominion and control over the Company's cash. As of May 31, 2020, the Company was not in a Compliance Period. The obligations under the loan documents are secured by a general lien on, and security interest in, substantially all of the assets of the borrowers and certain of the guarantors, including accounts receivable, equipment, real estate, general intangibles and inventory. The Company has guaranteed the obligations of the borrowers under the Credit Agreement. Charges incurred on the unused portion of the Credit Facility during the three months ended May 31, 2020 totaled $116, compared to $126 during the three months ended May 31, 2019. These charges are included within Interest and bank charges on the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company has deferred financing costs related to the Credit Facility and a previous amendment and modification of the Credit Facility. These deferred financing costs are included in Long-term debt on the accompanying Consolidated Balance Sheets as a contra-liability balance and are amortized through Interest and bank charges in the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income over the five-year term of the Credit Facility. During both the three months ended May 31, 2020 and 2019, the Company amortized $198 of these costs. The net unamortized balance of these deferred financing costs as of May 31, 2020 is $631. | ||
[3] | Euro Asset-Based Lending Obligation - Magnat Foreign bank obligations also include an ABL credit facility, for the Company's subsidiary, Magnat, which expires on December 31, 2020. The rate of interest for the ABL is the three-month Euribor plus 2.1% (2.10% at May 31, 2020). |
Financing Arrangements - Sche_2
Financing Arrangements - Schedule of Debt (Parenthethical) (Details) € in Thousands | Jun. 11, 2020USD ($) | May 31, 2020USD ($)Rate | May 31, 2019USD ($) | May 31, 2020EUR (€)Rate | Feb. 29, 2020USD ($) | Jul. 20, 2015 | Jul. 06, 2015USD ($) | Oct. 23, 2000EUR (€) |
Line of credit facility, remaining borrowing capacity | $ 43,769,000 | |||||||
Debt instrument, interest rate at period end | 2.50% | 2.50% | ||||||
Percentage of maximum revolver amount | 12.50% | |||||||
Debt instrument compliance description | Company is in a Compliance Period (the period commencing on that day in which Excess Availability is less than 12.5% of the Maximum Revolver Amount and ending on a day in which Excess Availability is equal to or greater than 12.5% for any consecutive 30 day period thereafter) | |||||||
Line of credit facility, commitment fee amount | $ 116,000 | $ 126,000 | ||||||
Amortization of debt issuance costs | 198,000 | 198,000 | ||||||
Debt issuance costs, net | $ 810,000 | $ 1,015,000 | ||||||
Industrial revenue bond | $ 9,995,000 | |||||||
Mortgage bears interest rate | 0.70% | |||||||
Debt issuance costs, gross | $ 332,000 | |||||||
Derivative, Fixed Interest Rate | 3.48% | |||||||
Mortgages [Member] | ||||||||
Debt instrument, basis spread on variable rate | Rate | 1.54% | |||||||
Debt instrument, interest rate at period end | Rate | 1.67% | 1.67% | ||||||
Amortization of debt issuance costs | $ 8,000 | $ 8,000 | ||||||
Debt issuance costs, net | $ 179,000 | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||
Base Rate [Member] | Minimum [Member] | ||||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||||
Base Rate [Member] | Maximum [Member] | ||||||||
Debt instrument, basis spread on variable rate | 1.25% | |||||||
Loans [Member] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | |||||||
Long-term Debt [Member] | ||||||||
Line of credit facility, maximum borrowing capacity | 15,000,000 | |||||||
Revolving Credit Facility [Member] | ||||||||
Line of credit facility, maximum borrowing capacity | 175,000,000 | |||||||
Line of credit facility, current borrowing capacity | 140,000,000 | |||||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||
Line of credit facility, current borrowing capacity | $ 127,500,000 | |||||||
Line of credit facility, maturity date | Apr. 26, 2022 | |||||||
Letter of Credit [Member] | ||||||||
Line of credit facility, maximum borrowing capacity | 15,000,000 | |||||||
Line of Credit [Member] | ||||||||
Debt issuance costs, net | $ 631,000 | |||||||
Foreign Line of Credit [Member] | Audiovox Germany [Member] | ||||||||
Line of credit facility, maximum borrowing capacity | € | € 8,000 | |||||||
Debt instrument, basis spread on variable rate | Rate | 2.30% | |||||||
Debt instrument, interest rate at period end | Rate | 2.30% | 2.30% | ||||||
Line of credit facility, outstanding balance | € | € 0 | |||||||
Foreign Line of Credit [Member] | Magnat [Member] | ||||||||
Debt instrument, basis spread on variable rate | Rate | 2.10% | |||||||
Debt instrument, interest rate at period end | Rate | 2.10% | 2.10% |
Other Income (Expense) - Schedu
Other Income (Expense) - Schedule of Other Nonoperating Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Other Income And Expenses [Abstract] | ||
Foreign currency (loss) gain | $ (116) | $ 106 |
Interest income | 86 | 390 |
Rental income | 186 | 142 |
Miscellaneous | 378 | 1,006 |
Total other, net | $ 534 | $ 1,644 |
Other Income (Expense) - Additi
Other Income (Expense) - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Executive [Member] | ||
Proceeds from key man life insurance policy | $ 444 | |
Klipsch Group Inc [Member] | ||
Proceeds from key man life insurance policy | $ 1,000 |
Foreign Currency - Additional I
Foreign Currency - Additional Information (Details) $ in Thousands | 3 Months Ended | |
May 31, 2020USD ($) | May 31, 2019USD ($) | |
Cumulative inflation period | 3 years | |
Impairment of Long-Lived Assets Held-for-use | $ 0 | |
Minimum [Member] | ||
Cumulative inflation rate | 100.00% | |
VENEZUELA | ||
Foreign Currency Transaction Gain (Loss), before Tax | $ 1 | $ 0 |
Venezuelan Bolívar Fuerte | ||
Foreign Currency Exchange Rate, Translation | 198,722 | 5,717 |
Lease Obligations - Additional
Lease Obligations - Additional Information (Details) - USD ($) | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Leases [Line Items] | ||
Short term leases | $ 0 | |
Rental income | $ 186,000 | $ 142,000 |
Minimum [Member] | ||
Leases [Line Items] | ||
Operating and finance leases remaining lease terms | 1 year | |
Maximum [Member] | ||
Leases [Line Items] | ||
Operating and finance leases remaining lease terms | 7 years |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 31, 2020 | Feb. 29, 2020 | ||
Leases [Abstract] | |||
Operating lease cost | [1],[2] | $ 243 | $ 226 |
Finance lease cost: | |||
Amortization of right of use assets | [2] | 165 | 232 |
Interest on lease liabilities | [3] | 9 | 12 |
Total finance lease cost | $ 174 | $ 244 | |
[1] | Includes immaterial amounts related to variable rent expense. | ||
[2] | Recorded within Selling, General and administrative, Engineering and technical support, and Cost of sales on the Consolidated Statement of Operations and Comprehensive (Loss) Income. | ||
[3] | Recorded within Interest and bank charges on the Consolidated Statement of Operations and Comprehensive Income (Loss). |
Lease Obligations - Schedule _2
Lease Obligations - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Non-cash investing and financing activities: | ||
Right of use assets obtained in exchange for operating lease obligations | $ 276 | $ 187 |
Right of use assets obtained in exchange for finance lease obligations | 0 | 0 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 243 | 225 |
Operating cash flows from finance leases | 9 | 12 |
Finance cash flows from finance leases | 169 | 108 |
Adoption of ASC 842 [Member] | ||
Non-cash investing and financing activities: | ||
Right of use assets obtained in exchange for operating lease obligations | $ 0 | $ 2,227 |
Lease Obligations - Schedule _3
Lease Obligations - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 |
Operating Leases | ||
Operating lease, right of use assets | $ 3,175 | $ 3,143 |
Total operating lease right of use assets | 3,175 | 3,143 |
Accrued expenses and other current liabilities | 870 | 784 |
Operating lease liabilities, less current portion | 2,340 | 2,391 |
Total operating lease liabilities | 3,210 | 3,175 |
Finance Leases | ||
Property, plant and equipment, gross | 2,503 | 2,503 |
Accumulated depreciation | (1,374) | (1,209) |
Total finance lease right of use assets | 1,129 | 1,294 |
Accrued expenses and other current liabilities | 569 | 613 |
Finance lease liabilities, less current portion | 594 | 720 |
Total finance lease liabilities | $ 1,163 | $ 1,333 |
Weighted Average Remaining Lease Term | ||
Operating leases | 4 years 1 month 6 days | 4 years 4 months 24 days |
Finance leases | 3 years 10 months 24 days | 3 years 10 months 24 days |
Weighted Average Discount Rate | ||
Operating leases | 5.84% | 5.98% |
Finance leases | 3.87% | 3.87% |
Lease Obligations - Schedule _4
Lease Obligations - Schedule of Maturities of Leases Liabilities (Details) - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 |
Operating Leases | ||
2021 | $ 1,029 | |
2022 | 949 | |
2023 | 652 | |
2024 | 465 | |
2025 | 317 | |
Thereafter | 201 | |
Total lease payments | 3,613 | |
Less imputed interest | 403 | |
Total | 3,210 | $ 3,175 |
Finance Leases | ||
2021 | 592 | |
2022 | 374 | |
2023 | 192 | |
2024 | 39 | |
2025 | 0 | |
Thereafter | 0 | |
Total lease payments | 1,197 | |
Less imputed interest | 34 | |
Total | $ 1,163 | $ 1,333 |
Capital Structure - Schedule of
Capital Structure - Schedule of Capital Units (Details) - $ / shares | 3 Months Ended | |
May 31, 2020 | Feb. 29, 2020 | |
Capital Unit [Line Items] | ||
Treasury stock, shares | 2,749,218 | 2,749,218 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock [Member] | ||
Capital Unit [Line Items] | ||
Preferred Stock, Par or Stated Value Per Share | $ 50 | |
Preferred Stock, Shares Authorized | 50,000 | 50,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock, Voting Rights | 0 | |
Preferred Stock, Liquidation Preference Per Share | $ 50 | |
Series A Preferred Stock [Member] | ||
Capital Unit [Line Items] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | |
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock, Voting Rights | 0 | |
Common Class A [Member] | ||
Capital Unit [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 60,000,000 | 60,000,000 |
Common Stock, Shares, Outstanding | 21,656,976 | 21,556,976 |
Common Stock, Voting Rights | 1 | |
Common Class B [Member] | ||
Capital Unit [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares, Outstanding | 2,260,954 | 2,260,954 |
Common Stock, Voting Rights | 10 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
May 31, 2020 | Feb. 28, 2019 | Feb. 29, 2020 | |
Variable Interest Entity [Line Items] | |||
Notes, Loans and Financing Receivable, Net, Noncurrent | 1.50 | ||
Long-term debt, net of debt issuance costs | $ 26,180,000 | $ 6,099,000 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Debt Instrument, Interest Rate During Period | 2.50% | 10.00% | |
Line of credit facility, maximum borrowing capacity | $ 57,500,000 | ||
Long-term debt, net of debt issuance costs | $ 55,740,000 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Carrying Values of Assets and Liabilities Included in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | May 31, 2020 | Feb. 29, 2020 |
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | $ 69,039 | $ 37,425 |
Accounts receivable, net | 55,069 | 69,714 |
Prepaid expenses and other current assets | 11,186 | 10,885 |
Total current assets | 241,381 | 217,820 |
Property, plant and equipment, net | 50,705 | 51,424 |
Intangible assets, net | 87,193 | 88,288 |
Other assets | 1,541 | 1,638 |
Total assets | 462,072 | 441,571 |
Current portion of long-term debt | 1,116 | 1,107 |
Total current liabilities | 79,830 | 71,022 |
Other long-term liabilities | 3,427 | 3,294 |
Total liabilities | 119,802 | 90,861 |
Commitments and contingencies | 0 | 0 |
Retained earnings | 113,867 | 122,139 |
Total liabilities, redeemable equity, and stockholders' equity | 462,072 | 441,571 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | 7 | |
Accounts receivable, net | 85 | 147 |
Inventory, net | 2,292 | 2,052 |
Prepaid expenses and other current assets | 217 | 313 |
Total current assets | 2,601 | 2,512 |
Property, plant and equipment, net | 52 | 69 |
Intangible assets, net | 2,532 | 2,600 |
Other assets | 60 | 76 |
Total assets | 5,245 | 5,257 |
Accounts payable | 2,024 | 2,086 |
Interest payable to VOXX | 10,344 | 9,994 |
Accrued expenses and other current liabilities | 423 | 252 |
Current portion of long-term debt | 55,740 | 54,074 |
Total current liabilities | 68,531 | 66,406 |
Other long-term liabilities | 1,200 | 1,200 |
Total liabilities | 69,731 | 67,606 |
Commitments and contingencies | ||
Capital | 41,416 | 41,416 |
Retained earnings | (105,902) | (103,765) |
Total partners' deficit | (64,486) | (62,349) |
Total liabilities, redeemable equity, and stockholders' equity | $ 5,245 | $ 5,257 |
Variable Interest Entities - _2
Variable Interest Entities - Summary of Revenues and Expenses Included in Consolidated Statements of Operations and Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Variable Interest Entity [Line Items] | ||
Net sales | $ 71,987 | $ 93,454 |
Cost of sales | 52,012 | 67,445 |
Gross profit | 19,975 | 26,009 |
Selling | 8,362 | 9,881 |
General and administrative | 14,995 | 17,425 |
Engineering and technical support | 4,485 | 5,807 |
Total operating expenses | 27,842 | 33,113 |
Operating loss | (7,867) | (7,104) |
Interest and bank charges | (853) | (997) |
Total other income, net | 543 | 2,087 |
Loss before income taxes | (7,324) | (5,017) |
Income tax expense | 1,781 | (2,645) |
Net loss | (9,105) | (2,372) |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Net sales | 97 | 21 |
Cost of sales | 119 | 71 |
Gross profit | (22) | (50) |
Selling | 177 | 201 |
General and administrative | 429 | 1,220 |
Engineering and technical support | 1,155 | 1,365 |
Total operating expenses | 1,761 | 2,786 |
Operating loss | (1,783) | (2,836) |
Interest and bank charges | (354) | (300) |
Total other income, net | (354) | (300) |
Loss before income taxes | (2,137) | (3,136) |
Net loss | $ (2,137) | $ (3,136) |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended |
May 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of Operating Segments | 3 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information by Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 71,987 | $ 93,454 |
Equity in income of equity investee | 862 | 1,440 |
Interest expense and bank charges | 853 | 997 |
Depreciation and amortization | 2,543 | 3,067 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (7,324) | (5,017) |
Operating Segments [Member] | Automotive Electronics [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 17,276 | 29,642 |
Equity in income of equity investee | 862 | 1,440 |
Interest expense and bank charges | 168 | 99 |
Depreciation and amortization | 466 | 187 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (3,110) | 450 |
Operating Segments [Member] | Consumer Electronics [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 54,514 | 63,653 |
Equity in income of equity investee | 0 | 0 |
Interest expense and bank charges | 2,188 | 2,398 |
Depreciation and amortization | 965 | 1,141 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (53) | 460 |
Operating Segments [Member] | Biometrics [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 97 | 6 |
Equity in income of equity investee | 0 | 0 |
Interest expense and bank charges | 355 | 302 |
Depreciation and amortization | 86 | 785 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (2,137) | (2,980) |
Corporate, Non-Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 100 | 153 |
Equity in income of equity investee | 0 | 0 |
Interest expense and bank charges | (1,858) | (1,802) |
Depreciation and amortization | 1,026 | 954 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (2,024) | $ (2,947) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Details) | 3 Months Ended | ||
May 31, 2020USD ($)Segment | Feb. 29, 2020USD ($) | May 31, 2019USD ($) | |
Disaggregation Of Revenue [Line Items] | |||
Revenue, remaining performance obligation, amount | $ 0 | $ 0 | |
Contract with customer, right to recover product | 1,166,000 | $ 1,544,000 | |
Contract with customer, refund liability | 3,077,000 | 3,779,000 | |
Contract with customer, asset, net | 0 | 0 | |
Contract with customer, liability | $ 0 | $ 0 | |
Number of reportable segments | Segment | 3 | ||
Minimum [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Warrant period | 30 days | ||
Maximum [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Warrant period | 3 years |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Net sales | $ 71,987 | $ 93,454 |
Corporate, Non-Segment [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 100 | 153 |
Automotive [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 17,276 | 29,642 |
Automotive [Member] | Operating Segments [Member] | OEM Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 9,617 | 14,953 |
Automotive [Member] | Operating Segments [Member] | Aftermarket Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 7,659 | 14,689 |
Consumer Electronics [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 54,514 | 63,653 |
Consumer Electronics [Member] | Operating Segments [Member] | Premium Audio Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 34,538 | 36,698 |
Consumer Electronics [Member] | Operating Segments [Member] | Other Consumer Electronic Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 19,976 | 26,955 |
Biometrics [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | 97 | 6 |
Biometrics [Member] | Operating Segments [Member] | Biometric Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net sales | $ 97 | $ 6 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | Jul. 02, 2020 | Jun. 11, 2020 | May 31, 2020 |
Subsequent Event [Line Items] | |||
Percentage of maximum revolver amount | 12.50% | ||
Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit facility, current borrowing capacity | $ 140,000 | ||
Subsequent Event [Member] | Directed LLC and Directed Electronics Canada Inc [Member] | |||
Subsequent Event [Line Items] | |||
Cash purchase price | $ 11,000 | ||
Subsequent Event [Member] | Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit facility, current borrowing capacity | $ 127,500 | ||
Line of credit facility, maturity date | Apr. 26, 2022 | ||
Subsequent Event [Member] | Wells Fargo Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit facility, current borrowing capacity | $ 127,500 | ||
Line of credit facility, maturity date | Apr. 26, 2022 | ||
Percentage of maximum revolver amount | 20.00% |