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ACQUISITIONS
3 Months Ended
May 31, 2020
Business Combinations [Abstract]  
ACQUISITIONS

NOTE 2 – ACQUISITIONS

We acquired LoJack Mexico and Synovia in March 2019 and April 2019, respectively. The following are the final purchase price allocations for the two acquisitions (in thousands):

 

 

 

LoJack Mexico

 

 

Synovia

 

Purchase price

 

 

 

 

 

$

14,306

 

 

 

 

 

 

$

29,500

 

Add debt paid at closing

 

 

 

 

 

 

-

 

 

 

 

 

 

 

20,296

 

Less cash acquired, net of debt assumed

 

 

 

 

 

 

(1,586

)

 

 

 

 

 

 

(889

)

Net cash paid

 

 

 

 

 

 

12,720

 

 

 

 

 

 

 

48,907

 

Add previously held interest

 

 

 

 

 

 

2,021

 

 

 

 

 

 

 

-

 

Fair value of net assets and liabilities assumed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets other than cash

 

$

4,537

 

 

 

 

 

 

$

9,637

 

 

 

 

 

Property and equipment

 

 

3,652

 

 

 

 

 

 

 

24,840

 

 

 

 

 

Customer relationships

 

 

7,000

 

 

 

 

 

 

 

16,700

 

 

 

 

 

Trade name

 

 

-

 

 

 

 

 

 

 

1,600

 

 

 

 

 

Developed technology

 

 

-

 

 

 

 

 

 

 

3,800

 

 

 

 

 

Deferred tax assets

 

 

-

 

 

 

 

 

 

 

2,061

 

 

 

 

 

Other non-current assets

 

 

1,301

 

 

 

 

 

 

 

177

 

 

 

 

 

Current liabilities

 

 

(2,586

)

 

 

 

 

 

 

(4,645

)

 

 

 

 

Due to factors

 

 

-

 

 

 

 

 

 

 

(19,692

)

 

 

 

 

Deferred revenue

 

 

(4,507

)

 

 

 

 

 

 

(4,319

)

 

 

 

 

Deferred tax liability

 

 

(943

)

 

 

 

 

 

 

-

 

 

 

 

 

Total fair value of net assets acquired

 

 

 

 

 

 

8,454

 

 

 

 

 

 

 

30,159

 

Goodwill

 

 

 

 

 

$

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 two 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. 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 three months ended May 31, 2019 for the acquired companies is not disclosed as the results are not material to our condensed consolidated financial statements.

 

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 for the three months ended May 31, 2019. 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.