LOJACK ACQUISITION (Tables)

9 Months Ended

Nov. 30, 2016

The following is the preliminary purchase price allocation for LoJack (in thousands):

Purchase price				$	131,735
Less cash acquired, net of debt assumed					(9,303	)
Net cash paid					122,432
Fair value of net assets acquired:
Current assets other than cash	$	41,262
Property and equipment		12,075
Developed technology		8,200
Tradename		35,500
Customer lists		4,650
Dealer relationships		16,850
Other non-current assets		4,208
Deferred tax liability		(2,700	)
Current liabilities		(33,387	)
Deferred revenue, non-current		(8,698	)
Other non-current liabilities		(2,584	)
Total fair value of net assets acquired					75,376
Goodwill				$	47,056

Summary of Pro Forma Information

The following is unaudited pro forma consolidated financial information for the Company presented as if the acquisition of LoJack had occurred on March 1, 2015, the beginning of the Company’s prior fiscal year.

(in thousands except per share amounts)

	Pro Forma
	Nine Months Ended
	November 30,
	2016		2015
Revenues	$	270,231	$	309,268
Net income	$	4,782	$	6,316

Earnings per share:
Basic	$	0.13	$	0.17
Diluted	$	0.13	$	0.17

Shares used in computing earnings per share:
Basic		36,196		36,138
Diluted		36,651		36,728

Schedule of Adjustments

The following adjustments were included in the unaudited pro forma financial information (in thousands):

	Pro Forma
	Nine Months Ended
	November 30,
	2016			2015
LoJack standalone net income:
From March 1 to March 14, 2016	$	973		$	-
For the nine month period ended December 31, 2015		-			4,846
Increase (decrease) in revenue for fair valuation of
deferred revenue		1,434			(1,434	)
(Increase) decrease in costs and expenses:
Amortization of inventory step-up		4,318			(4,318	)
Amortization of intangible assets and depreciation of
property, equipment and improvements acquired		(309	)		(5,551	)
Acquisition and integration expenses		4,169			(3,195	)
Net increase (decrease) in pretax income (loss)		10,585			(9,652	)
Income tax effects		(2,138	)		4,534
Change in net income (loss)		8,447			(5,118	)
Net income (loss) as reported		(3,665	)		11,434
Pro forma net income	$	4,782		$	6,316