Acquisitions | (2) Acquisitions Directed LLC and Directed Electronics Canada, Inc. Acquisition On July 1, 2020, the Company completed the acquisition of certain assets and liabilities, which comprise the aftermarket vehicle remote start and security systems and connected car solutions (telematics) businesses of Directed LLC and Directed Electronics Canada Inc. (collectively, with Directed LLC, “Directed”) via an asset purchase agreement. The acquired assets included inventory, accounts receivable, certain fixed assets, IT systems, and intellectual property. The cash purchase price was $11,000. Net sales from the Company’s newly formed subsidiaries, VOXX DEI LLC and VOXX DEI Canada, Ltd. (collectively, with VOXX DEI LLC, “DEI”), included in our consolidated results for the three and nine months ended November 30, 2021, represented approximately 11.9% and 10.3% of our consolidated net sales, respectively, as compared to 11.8% and 7.1% for the three and nine months ended November 30, 2020, respectively. DEI’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 market share within the automotive electronics industry. 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: July 1, 2020 Measurement Period Adjustments July 1, 2020 (as adjusted) Assets acquired: Inventory $ 7,054 956 8,010 Accounts receivable 5,173 357 5,530 Other current assets 160 - 160 Property and equipment 2,815 - 2,815 Operating lease, right of use asset 1,771 - 1,771 Customer relationships 2,600 (100 ) 2,500 Trademarks 4,500 - 4,500 Patented technology 1,030 - 1,030 Goodwill 3,290 (1,690 ) 1,600 Total assets acquired $ 28,393 $ (477 ) $ 27,916 Liabilities assumed: Accounts payable 8,144 - 8,144 Accrued expenses 1,406 (136 ) 1,270 Contract liabilities 4,872 11 4,883 Warranty accrual 1,200 (352 ) 848 Operating lease liability 1,771 - 1,771 Total $ 17,393 $ (477 ) $ 16,916 Total purchase price $ 11,000 $ - $ 11,000 During Fiscal 2021 and during the nine months ended November 30, 2021, the Company recorded a cumulative net measurement period adjustment that decreased goodwill by $1,690, as presented in the table above. The measurement period adjustment would have resulted in an insignificant decrease in amortization expense related to the customer relationships in the prior year. The Company made these measurement period adjustments to reflect facts and circumstances that existed as of the acquisition date and did not result from intervening events subsequent to such date. Goodwill was determined as the excess of the purchase price over the fair value of the assets acquired (including the identifiable intangible assets) and represents synergies expected. Onkyo On April 29, 2021, the Company’s subsidiary, Premium Audio Company LLC (“PAC”), signed a Letter of Intent to acquire the home audio/video business of Onkyo Home Entertainment Corporation (“OHEC”), along with Sharp Corporation (“Sharp”) as PAC’s partner. On May 26, 2021, PAC and Sharp signed an asset purchase agreement (“APA”) to jointly acquire the home audio/video business of OHEC through a joint venture entity. The APA was approved by OHEC’s shareholders at its ordinary general meeting of shareholders on June 25, 2021 and on June 28, 2021, the Company announced that PAC had entered into a joint venture with Sharp in order to execute the transaction. PAC owns 77.2% of the joint venture and has 85.1% voting interest and Sharp owns approximately 22.8% of the joint venture and has 14.9% voting interest. On September 8, 2021, PAC completed the transaction to acquire the home audio/video business of OHEC with its partner, Sharp, through the newly formed joint venture, Onkyo Technology KK (“Onkyo”). The acquired assets included intangible assets and minimal tangible assets. The joint venture agreement between PAC and Sharp also contains a put/call arrangement, whereby Sharp has the right to put its interest in the joint venture back to Voxx and Voxx has the right to the call Sharp’s ownership interest in the joint venture at any time after the approval of Onkyo’s annual financial statements for the year ending February 28, 2025 at a purchase price based on a formula as defined in the joint venture agreement. The following summarizes the preliminary allocation of the purchase price based upon the fair value of the assets acquired at the date of acquisition: September 8, 2021 Purchase price: Cash paid $ 21,989 Assignment of notes and interest receivable 8,417 Fair value of contingent consideration 6,710 Total transaction consideration $ 37,116 Allocation: Intangible assets $ 26,929 Goodwill 10,187 Total assets acquired $ 37,116 The purchase price allocation presented above is based upon preliminary estimates, including Level 3 inputs which were unobservable and subject to change. We consider the preliminary purchase price allocation incomplete. The information relevant to determine an estimated fair value was not available at the time of acquisition close or as of November 30, 2021. Under these circumstances, the preliminary valuation was based upon initial internal estimates. The assets acquired include technology, trade names, in process research and development, and goodwill. The tax effects of this transaction are still being evaluated. Contingent consideration is payable to OHEC based upon the calculation of 2% of the total price of future product purchases, as defined in the APA, by PAC. The Company consolidates the financial results of Onkyo since the acquisition date for financial reporting purposes. The non-controlling interest has been classified as redeemable non-controlling interest outside of equity on the accompanying Consolidated Balance Sheet as the exercise of the put option is not within the Company’s control. The carrying value of the redeemable non-controlling interest of Onkyo cannot be less than the redemption amount, which is the amount Sharp will settle the put option for if exercised. Adjustments to reconcile the carrying value to the redemption amount are recorded to retained earnings. No adjustment was made to the carrying amount of the redeemable non-controlling interest at November 30, 2021 as the carrying amount was in excess of the redemption amount. The following table provides the rollforward of the redeemable non-controlling interest for the nine months ended November 30, 2021: Redeemable Non-controlling Interest Balance at February 28, 2021 $ - Initial investment by Sharp 2,069 Net loss attributable to non-controlling interest (714 ) Balance at November 30, 2021 $ 1,355 The purpose of this acquisition was to expand the Company’s market share and product offerings within the premium audio industry. The joint venture owns the Onkyo and Integra brands and will market, and sell a variety of products under the Onkyo, Integra, and Pioneer brands. Onkyo’s results of operations are included in the consolidated financial statements of Voxx in our Consumer Electronics segment from September 8, 2021, and represent approximately 1.0% and 0.4% of the Company’s net sales for the three and nine months ended November 30, 2021, respectively. Prior to the acquisition, PAC operated under a distribution agreement with OHEC through its 11 Trading Company subsidiary, selling Onkyo and Pioneer products to Voxx customers. No additional customer contracts were acquired in conjunction with the acquisition and 11TC continues to sell these products to the same pre-acquisition customer base. The acquisition would not have had a material impact on the Company’s revenue or net (loss) income had it been included in the consolidated results of the Company for the nine months ended November 30, 2021 or the three and nine months ended November 30, 2020. |