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ACQUISITIONS
12 Months Ended
Feb. 29, 2020
Business Combinations [Abstract]  
ACQUISITIONS

NOTE 2 – ACQUISITIONS

We acquired Tracker UK, LoJack Mexico and Synovia in February 2019, March 2019 and April 2019, respectively. The following are the final purchase price allocations as of February 29, 2020 for the three acquisitions (in thousands):

 

 

 

Tracker UK

 

 

LoJack Mexico

 

 

Synovia

 

Purchase price

 

 

 

 

 

$

13,097

 

 

 

 

 

 

$

14,306

 

 

 

 

 

 

$

29,500

 

Add debt paid at closing

 

 

 

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

20,296

 

Less cash acquired, net of debt assumed

 

 

 

 

 

 

(65

)

 

 

 

 

 

 

(1,586

)

 

 

 

 

 

 

(889

)

Net cash paid

 

 

 

 

 

 

13,032

 

 

 

 

 

 

 

12,720

 

 

 

 

 

 

 

48,907

 

Less provisional amount of working capital claim against escrowed consideration

 

 

 

 

 

 

(973

)

 

 

 

 

 

 

-

 

 

 

 

 

 

 

-

 

Net consideration

 

 

 

 

 

 

12,059

 

 

 

 

 

 

 

12,720

 

 

 

 

 

 

 

48,907

 

Add previously held interest

 

 

 

 

 

 

-

 

 

 

 

 

 

 

2,021

 

 

 

 

 

 

 

-

 

Fair value of net assets and liabilities assumed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets other than cash

 

$

3,549

 

 

 

 

 

 

$

4,537

 

 

 

 

 

 

$

9,637

 

 

 

 

 

Property and equipment

 

 

1,008

 

 

 

 

 

 

 

3,652

 

 

 

 

 

 

 

24,840

 

 

 

 

 

Customer relationships

 

 

2,354

 

 

 

 

 

 

 

7,000

 

 

 

 

 

 

 

16,700

 

 

 

 

 

Trade name

 

 

2,354

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

1,600

 

 

 

 

 

Developed technology

 

 

1,830

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

3,800

 

 

 

 

 

Deferred tax assets

 

 

-

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

2,061

 

 

 

 

 

Other non-current assets

 

 

104

 

 

 

 

 

 

 

1,301

 

 

 

 

 

 

 

177

 

 

 

 

 

Current liabilities

 

 

(3,130

)

 

 

 

 

 

 

(2,586

)

 

 

 

 

 

 

(4,645

)

 

 

 

 

Due to factors

 

 

-

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

(19,692

)

 

 

 

 

Deferred revenue

 

 

(3,162

)

 

 

 

 

 

 

(4,507

)

 

 

 

 

 

 

(4,319

)

 

 

 

 

Deferred tax liability

 

 

(874

)

 

 

 

 

 

 

(943

)

 

 

 

 

 

 

-

 

 

 

 

 

Other non-current liabilities

 

 

(270

)

 

 

 

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

 

 

Total fair value of net assets acquired

 

 

 

 

 

 

3,763

 

 

 

 

 

 

 

8,454

 

 

 

 

 

 

 

30,159

 

Goodwill

 

 

 

 

 

$

8,296

 

 

 

 

 

 

$

6,287

 

 

 

 

 

 

$

18,748

 

 

We paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired for the three acquisitions as we believe the extensive customer relationships with these businesses will expand our fleet management and vehicle safety services portfolio and increase our customer reach by gaining access to a base of high-value and low-churn subscribers in those geographic regions.

 

We incurred approximately $1.2 million for the acquisition of these entities in fiscal 2020 and $0.9 million in fiscal 2019. The acquisition-related costs were primarily legal expenses, which were recorded as part of our general and administrative expenses.

 

Pro forma financial information for the fiscal years ended February 29, 2020 and February 28, 2019 for the acquired companies is not disclosed as the results are not material to our consolidated financial statements.

Tracker Network (UK) Limited

Effective February 25, 2019, we acquired Tracker Network (UK) Limited, a LoJack licensee, for a total purchase price of £10.0 million, or approximately $13.0 million, which was funded from our cash on hand. As a result of the acquisition, Tracker UK became a wholly-owned subsidiary and was consolidated with our financial statements beginning February 25, 2019 as a component of our Software and Subscription Services reportable segment.

The goodwill arising from the acquisition of Tracker UK is not deductible for income tax purposes.

 

LoJack Mexico

 

On March 19, 2019, we acquired LoJack Mexico, the exclusive licensee of LoJack technology for the Mexican market. LoJack Mexico will leverage our telematics and software-as-a-service solutions to expand product offering to its substantial subscriber base as well as serve auto dealers and OEMs, insurance providers and leasing companies throughout Mexico. We purchased the remaining 87.5% of LoJack Mexico shares that we did not own for a cash purchase price of $14.3 million. Our previously held 12.5% equity interest in LoJack Mexico was determined to have a fair value of $2.0 million at acquisition date which resulted in a gain of $0.3 million, which was recorded as investment income in our consolidated statements of comprehensive income (loss) for the fiscal year ended February 29, 2020. LoJack Mexico is consolidated with our financial statements effective March 19, 2019 as a component of our Software & Subscription Services reportable segment.

 

The goodwill arising from the acquisition of LoJack Mexico is not deductible for income tax purposes.

Synovia

 

On April 12, 2019, we acquired Synovia, a North American market leader in fleet safety and management for K-12 school bus and state and local government fleets, for a total cash purchase price of $49.8 million. The Synovia acquisition expands our fleet management and vehicle safety services portfolio as well as accelerates our transformation to high-value subscription based services. Synovia is consolidated with our financial statements effective April 12, 2019 as a component of our Software & Subscription Services reportable segment.

 

The goodwill arising from the acquisition of Synovia is deductible for income tax purposes.