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Description of Business and Summary of Significant Accounting Policies
12 Months Ended
Feb. 29, 2020
Accounting Policies [Abstract]  
Description of Business and Summary of Significant Accounting Policies

1)

Description of Business and Summary of Significant Accounting Policies

 

a)

Description of Business

VOXX International Corporation ("Voxx," "We," "Our," "Us" or "the Company") is a leading international manufacturer and distributor in the Automotive Electronics, Consumer Electronics, and Biometrics industries. The Company has widely diversified interests, with more than 30 global brands that it has acquired and grown throughout the years, achieving a powerful international corporate image and creating a vehicle for each of these respective brands to emerge with its own identity. We conduct our business through seventeen wholly-owned subsidiaries: Audiovox Atlanta Corp., VOXX Electronics Corporation, VOXX Accessories Corp., VOXX German Holdings GmbH ("Voxx Germany"), Audiovox Canada Limited, Voxx Hong Kong Ltd., Audiovox International Corp., Audiovox Mexico, S. de R.L. de C.V. ("Voxx Mexico"), Code Systems, Inc.,  Oehlbach Kabel GmbH ("Oehlbach"), Schwaiger GmbH ("Schwaiger"), Invision Automotive Systems, Inc. ("Invision"), Klipsch Holding LLC ("Klipsch"), Omega Research and Development, LLC ("Omega"), Voxx Automotive Corp., Audiovox Websales LLC, and VSM-Rostra LLC, as well as one majority-owned subsidiary, EyeLock LLC ("EyeLock"). We market our products under the Audiovox® brand name, other brand names and licensed brands, such as 808®, Acoustic Research®, Advent®, Car Link®, Chapman®, Code-Alarm®, Discwasher®, Energy®, Heco®, Invision®, Jamo®, Klipsch®, Mac Audio, Magnat®, Mirage®, myris®, Oehlbach®, Omega®, Prestige®, Project Nursery®, RCA®, RCA Accessories®, Rosen®, Rostra®, Schwaiger®, Terk® and Voxx Automotive, as well as private labels through a large domestic and international distribution network.  We also function as an OEM ("Original Equipment Manufacturer") supplier to several customers, as well as market a number of products under exclusive distribution agreements, such as SiriusXM satellite radio products.

On August 31, 2017, the Company completed its sale of Hirschmann Car Communication GmbH and its subsidiaries. See Note 2 for more details of this transaction.

The Company's fiscal year ends on the last day of February.

 

b)

Principles of Consolidation, Reclassifications and Accounting Principles

The consolidated financial statements and accompanying notes include the financial statements of VOXX International Corporation and its wholly and majority-owned subsidiaries and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 270, and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany balances and transactions have been eliminated in consolidation.

The Company follows FASB Accounting Standards Codification ("ASC") 810-10-45-21 to report a non-controlling interest in the consolidated balance sheets within the equity section, separately from the Company’s retained earnings. Non-controlling interest represents the non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary, EyeLock. Non-controlling interest is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive income (loss), if any, and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance.

Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method.  The Company's share of its equity method investee's earnings or losses is included in Other (expense) income in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company eliminates its pro rata share of gross profit on sales to its equity method investee for inventory on hand at the investee at the end of the year. Investments in which the Company does not exercise significant influence over the investee, and which do not have readily determinable fair values, are accounted for under the cost method.

Earnings per share amounts for continuing and discontinued operations are computed independently. As a result, the sum of the per share amounts may not equal the total. Effective March 1, 2019, the Company revised its reporting segments to better reflect the way the Company now manages its business. Prior year segment amounts have been reclassified to conform to the current presentation (see Note 13).

 

c)

Use of Estimates

The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect reported amounts of assets, liabilities, revenue and expenses.  Such estimates include revenue recognition; accrued sales incentives; the allowance for doubtful accounts; inventory valuation; valuation of long-lived assets; valuation and impairment assessment of  goodwill, trademarks and other intangible assets; warranty reserves; stock-based compensation; recoverability of deferred tax assets; and the reserve for uncertain tax positions at the date of the consolidated financial statements. Actual results could differ from those estimates.

 

d)

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits with banks and highly liquid money market funds with original maturities of three months or less when purchased.  Cash and cash equivalents amounted to $37,425 and $58,236 at February 29, 2020 and February 28, 2019, respectively. The Company places its cash and cash equivalents in institutions and funds of high credit quality. Many of its balances are in excess of government insurance. We perform periodic evaluations of these institutions and funds. Cash amounts held in foreign bank accounts amounted to $3,396 and $325 at February 29, 2020 and February 28, 2019, respectively, none of which would be subject to United States federal income taxes if made available for use in the United States. The Tax Cuts and Jobs Act provides a 100% participation exemption on dividends received from foreign corporations after January 1, 2018 as the United States has moved away from a worldwide tax system and closer to a territorial system for earnings of foreign corporations.

 

e)

Fair Value Measurements and Derivatives

The Company applies the authoritative guidance on "Fair Value Measurements," which among other things, requires enhanced disclosures about investments 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 February 29, 2020 and February 28, 2019, 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 assets and liabilities measured at fair value on a recurring basis at February 29, 2020:

 

 

 

 

 

 

 

Fair Value Measurements at

Reporting Date Using

 

 

 

Carrying

Value

 

 

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

 

 

$

 

 

The following table presents assets and liabilities measured at fair value on a recurring basis at February 28, 2019:

 

 

 

 

 

 

 

Fair Value Measurements at

Reporting Date Using

 

 

 

Carrying

Value

 

 

Level 1

 

 

Level 2

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and money market funds

 

$

58,236

 

 

$

58,236

 

 

$

 

Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

Designated for hedging

 

$

88

 

 

$

 

 

$

88

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

2,858

 

 

$

2,858

 

 

$

 

Total investment securities

 

$

2,858

 

 

$

2,858

 

 

$

 

 

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 than market rates.

Non-financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain long-lived non-financial assets and liabilities may be required to be measured at fair value on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. These non-financial assets and liabilities may include assets acquired in a business combination or property and equipment that are determined to be impaired. As of February 29, 2020, certain non-financial assets were measured at fair value subsequent to their initial recognition. See Note 1(k) for the discussion of the impairment of certain intangible assets.

Derivative Instruments

The Company's derivative instruments include forward foreign currency contracts utilized to hedge a portion of its foreign currency inventory purchases. The Company also has an interest rate swap agreement as of February 29, 2020 that hedges interest rate exposure related to the forecasted outstanding balance of its Florida Mortgage with monthly payments due through March 2026. 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). Open foreign currency contracts are classified in the balance sheet according to their terms. There are currently no open forward foreign currency contracts at February 29, 2020.   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. The interest rate swap is classified in the balance sheet as either a non-current asset or non-current liability based on the fair value of the instrument at the end of the period. The swap agreement related to the Company's Florida Mortgage locks the interest rate on the debt at 3.48% (inclusive of credit spread) through the maturity date of the mortgage.

Financial Statement Classification

The Company holds derivative instruments that are designated as hedging instruments. The following table discloses the fair value as of February 29, 2020 and February 28, 2019 for derivative instruments:

 

 

 

Derivative Assets and Liabilities

 

 

 

 

 

Fair Value

 

 

 

Account

 

February 29, 2020

 

 

February 28, 2019

 

Designated derivative instruments

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

Prepaid expenses and other current assets

 

$

 

 

$

172

 

Interest rate swap

 

Other long-term liabilities

 

 

(476

)

 

 

(84

)

 

 

 

 

 

 

 

 

 

 

 

Total derivatives

 

 

 

$

(476

)

 

$

88

 

 

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, which eliminated the requirement to separately measure and report hedge ineffectiveness. For derivative instruments that are designated and qualify as a cash flow hedge, the entire change in fair value of the hedging instrument included in the assessment of the hedge ineffectiveness is recorded to other comprehensive income (“OCI”). When the amounts recorded in OCI are reclassified to earnings, they are presented in the same income statement line item as the effect of the hedged item. The adoption of ASU No. 2017-12 did not have a material impact on the Company’s consolidated financial statements.

During Fiscal 2020, the Company did not enter into any new forward foreign currency contracts. All forward foreign currency contracts entered into during Fiscal 2019 have been settled as of February 29, 2020 and were designated as cash flow hedges. The current outstanding notional value of the Company's interest rate swap at February 29, 2020 was $7,614. For cash flow hedges, the effective portion of 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 gain recognized in Other comprehensive (loss) income for foreign currency contracts is expected to be recognized in cost of sales within the next three months, as the last open contracts were settled on February 29, 2020.  No amounts were excluded from the assessment of hedge effectiveness during the respective periods.  During the years ended February 29, 2020 and February 28, 2019, no contracts originally designated for hedge accounting were de-designated. 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 February 29, 2020, no contracts originally designated for hedge accounting were terminated. See Note 1(v) for information regarding activity related to cash flow hedges pertaining to discontinued operations.

Activity related to cash flow hedges from continuing operations recorded during the twelve months ended February 29, 2020 and February 28, 2019 was as follows:

 

 

 

February 29, 2020

 

 

February 28, 2019

 

 

 

Gain (Loss)

Recognized

in Other

Comprehensive

Income

 

 

Gain (Loss)

Reclassified

into Cost of

Sales

 

 

Gain (Loss) for

Ineffectiveness

in Other

Income

 

 

Gain (Loss)

Recognized

in Other

Comprehensive

Income

 

 

Loss

Reclassified

into Cost of

Sales

 

 

Gain

for

Ineffectiveness

in Other

Income (a)

 

Cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

$

331

 

 

$

428

 

 

$

 

 

$

708

 

 

$

(13

)

 

$

46

 

Interest rate swaps

 

$

(392

)

 

$

 

 

$

 

 

$

(49

)

 

$

 

 

$

 

 

 

(a)

Amount represents the ineffectiveness recorded in the prior fiscal year. Prior to the adoption of ASU 2017-12, hedge ineffectiveness (as defined under ASC 815) was recorded in Other income (loss).

 

a)

Investment Securities

As of February 29, 2020 and February 28, 2019, the Company had the following investments:

 

 

 

February 29, 2020

 

 

 

Carrying Value

 

Investment Securities

 

 

 

 

Marketable Equity Securities

 

 

 

 

Mutual funds

 

$

2,282

 

Total Marketable Equity Securities

 

 

2,282

 

Total Investment Securities

 

$

2,282

 

 

 

 

February 28, 2019

 

 

 

Carrying Value

 

Investment Securities

 

 

 

 

Marketable Equity Securities

 

 

 

 

Mutual funds

 

$

2,858

 

Total Marketable Equity Securities

 

 

2,858

 

Total Investment Securities

 

$

2,858

 

 

Long-Term Investments

Equity Securities

Marketable equity securities are measured and recorded at fair value with changes in fair value recorded in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

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.

Changes in fair value of equity securities are recorded within the Consolidated Statements of Operations and Comprehensive (Loss) Income. Prior to the adoption of ASU 2016-01 in Fiscal 2019, in determining whether equity securities were other than temporarily impaired, the Company considered its intent and ability to hold a security for a period of time sufficient to allow for the recovery of cost, along with factors including the length of time each security had been in an unrealized loss position, the extent of the decline and the near-term prospect for recovery. Additionally, on a quarterly basis, the Company was required to make a qualitative assessment of whether the investment was impaired. No other-than-temporary losses were incurred for the year ended February 28, 2018.

Investments Held at Cost, Less Impairment

During Fiscal 2018, RxNetworks, a Canadian company in which Voxx held a cost method investment consisting of shares of the investee's preferred stock, was sold to a third party. In consideration for its holdings in RxNetworks, Voxx received cash, as well as a proportionate share of the value (consisting of common stock) in a newly formed subsidiary of RxNetworks, called Fathom Systems Inc. ("Fathom"), a start-up company.  As a result of this transaction, Voxx recognized a gain of $1,416 for the year ended February 28, 2018. The cash proceeds were subject to a hold-back provision, which was not included in the calculation of the gain recognized in Fiscal 2018. During the fourth quarter of Fiscal 2019, Fathom repurchased all of the outstanding common stock of its shareholders for a price per share significantly below the value when issued.  This resulted in a loss on Voxx's investment in Fathom of $530 for the year ended February 28, 2019. Voxx had no remaining investment or ownership in Fathom Systems Inc. subsequent to February 28, 2019. In August 2019, the Company received the proceeds that were held back in the Fiscal 2018 transaction to sell the RxNetworks investment, as the hold-back provision expired and the cash proceeds were released to Voxx. The Company recorded an investment gain of $775 for the year ended February 29, 2020 for these proceeds received.

The Company held various notes receivable from 360fly, Inc. ("360fly"), designers and creators of 360° cameras and technology, aggregating $17,242 principal amount at February 28, 2019. Of the $17,242 notes receivable, $14,107 were convertible into preferred stock of 360fly, Inc. These notes receivable were senior secured notes and were collateralized by the intangible and tangible assets of 360fly, Inc. The notes bore interest at 8% per annum and were due on January 19, 2019.

As all of the notes receivable were due from the same debtor, all the notes were deemed to have the same credit quality.  The notes receivable were on a non-accrual status during the years ended February 28, 2019 and February 28, 2018, as payment of interest was not reasonably assured.  The credit quality of the notes receivable was previously deemed to not present a significant risk of loss or default of the principal payments based upon on-going business developments.  During the fourth quarter of Fiscal 2019, the credit quality of the debtor deteriorated.

On January 23, 2019, the Company, as Collateral Agent for the senior secured lenders, and for itself, provided a Notice of Maturity, Default and Acceleration to 360fly, Inc., indicating that: (i) all the unpaid principal and accrued interest owed under all the outstanding notes with the Company became due as a result of uncured defaults in payment under the notes; and (ii) the Company, as Collateral Agent, would proceed with foreclosure of collateral, securing the notes, with a scheduled auction date of March 5, 2019. Notice of the auction was provided through public advertisement and online posting during the month of February 2019.

Prior to February 28, 2019, the Company was in negotiations with other senior secured lenders of 360fly, seeking to establish a new company with the senior secured lenders ("Newco") for the purposes of acquiring 360fly's assets through a credit bid at the foreclosure sale. If the credit bid was successful, the Company planned to provide funding to Newco to maintain sufficient staff and related expenses to continue to develop products and associated technology for anticipated sales to prospective customers. 360fly was not able to secure any additional funding, meet its projections for January or February 2019, provide any assurances that the missed projections would be achieved or of further development with prospective customers, and ultimately ceased normal business operations. In addition, negotiations with other potential investors to purchase a portion of the Company's notes ceased.

Based on the above events and conditions present at February 28, 2019, the Company determined that the notes receivable were uncollectible. As a result, the Company recorded an impairment charge for the year ended February 28, 2019 of $16,509 (net of reserves) as it was probable that the Company would not be, and was not, paid in accordance with the contractual terms of the notes, as all amounts were due on January 19, 2019. As the notes were collateral dependent notes, the estimated fair value of the collateral was compared to the carrying value of the notes. The fair value of the collateral, less cost to sell, was deemed to be zero at February 28, 2019, after consideration of the absence of potential bidders in the auction process, costs to sell the collateral at a future date, prospects for future revenue streams related to the collateral barring additional development expenditures, and the speculative nature of proceeds from a future sale.

On March 5, 2019, the Company, as Collateral Agent, was the only bidder at the auction with a credit bid of $1,000 and was awarded the collateral. In late March 2019, the Company and the other secured lenders determined they would not attempt to continue the development of 360fly with the intangible assets acquired at auction.

 

b)

Revenue Recognition

On March 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, and all the related amendments (“ASC Topic 606”), using the modified retrospective method. In addition, we elected to apply certain of the permitted practical expedients within the revenue recognition guidance and make certain accounting policy elections, including those related to significant financing components, sales taxes and shipping and handling activities. Most of the changes resulting from the adoption of ASC Topic 606 on March 1, 2018 were changes in presentation within the Consolidated Balance Sheet, and we made no adjustment to opening Retained Earnings. The adoption of ASC Topic 606 has not been material to our net income; however, adoption did increase the level of disclosures concerning our net sales. Results for reporting periods beginning March 1, 2018 are presented under the new guidance, while prior period amounts continue to be reported in accordance with previous guidance without revision.

Revenue from Contracts with Customers

The core principle of ASC Topic 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.

We account for a contract or purchase order when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of the product passes to the customer, which is upon shipment, unless otherwise specified within the customer contract or on the purchase order as delivery, and is recognized at the amount that reflects the consideration the Company expects to receive for the products sold, including various forms of discounts. When revenue is recorded, estimates of returns are made and recorded as a reduction of revenue. Contracts with customers are evaluated to determine if there are separate performance obligations related to timing of product shipment that will be satisfied in different accounting periods. When that is the case, revenue is deferred until each performance obligation is met. 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. The Company has also elected the practical expedient in ASC 340-40-25-4, whereby the Company recognizes incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets the Company otherwise would have recognized is one year or less.

Certain taxes assessed by governmental authorities on revenue producing transactions, such as value added taxes, are excluded from revenue and recorded on a net basis.

Performance Obligations

The Company’s primary source of revenue is derived from the manufacture and distribution of automotive electronic, consumer electronic, and biometric products. Our consumer electronic products primarily consist of finished goods sold to retail and commercial customers, consisting of premium audio and other consumer electronic products. Our automotive products are sold both to OEM and aftermarket customers. Our biometric products are primarily sold to retail and commercial customers. We recognize revenue for sales to our customers when transfer of control of the related good or service has occurred. All of our revenue was recognized under the point in time approach for the years ended February 29, 2020 and February 28, 2019. Contract terms with certain of our OEM customers could result in products and services being transferred over time as a result of the customized nature of some of our products, together with contractual provisions in the customer contracts that provide us with an enforceable right to payment for performance completed to date; however, under typical terms, we do not have the right to consideration until the time of shipment from our manufacturing facilities or distribution centers, or until the time of delivery to our customers. If certain contracts in the future provide the Company with this enforceable right of payment, the timing of revenue recognition from products transferred to customers over time may be slightly accelerated compared to our right to consideration at the time of shipment or delivery.

Our typical payment terms vary based on the customer and the type of goods and services in the contract or purchase order. The period of time between invoicing and when payment is due is not significant. Amounts billed and due from our customers are classified as receivables on the Consolidated Balance Sheet. As our standard payment terms are less than one year, we have elected the practical expedient under ASC paragraph 606-10-32-18 to not assess whether a contract has a significant financing component.

Our customers take delivery of goods, and they are recognized as revenue at the time of transfer of control to the customer, which is usually at the time of shipment, unless otherwise specified in the customer contract or purchase order. This determination is based on applicable shipping terms, as well as the consideration of other indicators, including timing of when the Company has a present right to payment, when physical possession of products is transferred to customers, when the customer has the significant risks and rewards of ownership of the asset, and any provisions in contracts regarding customer acceptance.

While unit prices are generally fixed, we provide variable consideration for certain of our customers, typically in the form of promotional incentives at the time of sale. Depending on the different facts and circumstances, we utilize either the most likely amount or the expected value methods to estimate the effect of uncertainty on the amount of variable consideration to which we would be entitled. The most likely amount method considers the single most likely amount from a range of possible consideration amounts, while the expected value method is the sum of the probability-weighted amounts in a range of possible consideration amounts. Both methods are based upon the contractual terms of the incentives and historical experience with each customer. We record estimates for cash discounts, promotional rebates, and other promotional allowances in the period the related revenue is recognized (“Customer Credits”). The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are presented within Accrued sales incentives on the Consolidated Balance Sheet. Actual Customer Credits have not differed materially from estimated amounts for each period presented. Amounts billed to customers for shipping and handling are included in net sales and costs associated with shipping and handling are included in cost of sales. We have concluded that our estimates of variable consideration are not constrained according to the definition within the standard. Additionally, the Company applies the practical expedient in ASC paragraph 606-10-25-18B and accounts for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment activity, rather than a separate performance obligation.

With the adoption of ASC Topic 606, we reclassified certain amounts related to variable consideration. Under ASC Topic 606, we are required to present a refund liability and a return asset within the Consolidated Balance Sheet, whereas in periods prior to adoption, we presented the estimated margin impact of expected returns as a contra-asset within accounts receivable. 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 Consolidated Statements of Operations and Comprehensive (Loss) Income. See Note 14 for return asset and refund liability balances as of February 29, 2020 and February 28, 2019.

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.

 

c)

Accounts Receivable

The majority of the Company's accounts receivable are due from companies in the retail, mass merchant and OEM industries. Credit is extended based on an evaluation of a customer's financial condition. Accounts receivable are generally due within 30 days - 60 days and are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts outstanding longer than the contracted payment terms are considered past due.

Accounts receivable is comprised of the following:

 

 

 

February 29,

2020

 

 

February 28,

2019

 

Trade accounts receivable

 

$

72,419

 

 

$

77,064

 

Less:

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

 

1,954

 

 

 

2,548

 

Allowance for cash discounts

 

 

751

 

 

 

1,125

 

 

 

$

69,714

 

 

$

73,391

 

 

The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customers' current credit worthiness, as determined by a review of their current credit information. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within management's expectations and the provisions established, the Company cannot guarantee it will continue to experience the same credit loss rates that have been experienced in the past. The Company writes off accounts receivable balances when collection efforts have been exhausted and deemed uncollectible. Our five largest customer balances comprise 24% of our accounts receivable balance as of February 29, 2020. A significant change in the liquidity or financial position of any one of these customers could have a material adverse impact on the collectability of accounts receivable and our results of operations.

The Company has four supply chain financing agreements and factoring agreements with certain financial institutions to accelerate receivable collection and better manage cash flow. Under the agreements, the Company has agreed to sell these institutions certain of its accounts receivable balances. For those accounts receivables tendered to the banks and that the banks choose to purchase, the banks have agreed to advance an amount equal to the net accounts receivable balances due, less a discount or fee as set forth in the respective agreements. The balances under these agreements are sold without recourse and are accounted for as sales of accounts receivable. Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the Company's Consolidated Statements of Cash Flows. Total balances from continuing operations sold under the agreements, net of discounts, for the years ended February 29, 2020, February 28, 2019, and February 28, 2018 were approximately $79,000, $105,000 and $142,000, respectively. Fees incurred in connection with the agreements totaled approximately $400, $900 and $1,000 for the years ended February 29, 2020, February 28, 2019 and February 28, 2018, respectively, and are recorded within Interest and bank charges in the Consolidated Statements of Operations and Comprehensive (Loss) Income. During the second quarter of Fiscal 2020, the Company suspended two of its supply chain finance arrangements, representing its domestic agreements, as the Company had sufficient cash on hand for operations, as well as due to rising fees charged on factored balances. During the fourth quarter, the Company resumed its factoring activities under one of these agreements in response to general economic concerns related to the COVID-19 pandemic. The Company has the option to suspend and resume its activity under the existing arrangements at any time.

 

d)

Inventory

The Company values its inventory at the lower of cost or net realizable value ("NRV"). NRV is defined as estimated selling prices less costs of completion, disposal, and transportation. The cost of the inventory is determined primarily on an average basis with a portion valued at standard cost, which approximates actual costs on the first-in, first-out basis. The Company regularly reviews inventory quantities on-hand and records a provision for excess and obsolete inventory based primarily on selling prices, indications from customers based upon current price negotiations and purchase orders.  The Company's industry is characterized by rapid technological change and frequent new product introductions that could result in an increase in the amount of obsolete inventory quantities on-hand. In addition, and as necessary, specific reserves for future known or anticipated events may be established.  The Company recorded inventory write-downs from continuing operations of $3,050, $4,580 and $2,733 for the years ended February 29, 2020, February 28, 2019 and February 28, 2018, respectively.

Inventories by major category are as follows:

 

 

 

February 29,

2020

 

 

February 28,

2019

 

Raw materials

 

$

29,115

 

 

$

27,518

 

Work in process

 

 

2,366

 

 

 

2,622

 

Finished goods

 

 

67,629

 

 

 

72,239

 

Inventory, net

 

$

99,110

 

 

$

102,379

 

 

 

e)

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Property under a finance lease is stated at the present value of minimum lease payments. Major improvements and replacements that extend service lives of the assets are capitalized. Minor replacements, and routine maintenance and repairs are charged to expense as incurred. Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the Consolidated Balance Sheets.

A summary of property, plant and equipment, net, is as follows:

 

 

 

February 29,

2020

 

 

February 28,

2019

 

Land

 

$

6,978

 

 

$

10,110

 

Buildings

 

 

43,801

 

 

 

49,301

 

Property under finance lease

 

 

2,503

 

 

 

1,907

 

Furniture and fixtures

 

 

4,152

 

 

 

3,878

 

Machinery and equipment

 

 

8,245

 

 

 

8,618

 

Construction-in-progress

 

 

483

 

 

 

155

 

Computer hardware and software

 

 

38,808

 

 

 

37,591

 

Automobiles

 

 

735

 

 

 

808

 

Leasehold improvements

 

 

1,858

 

 

 

2,682

 

 

 

 

107,563

 

 

 

115,050

 

Less accumulated depreciation and amortization

 

 

56,139

 

 

 

54,557

 

 

 

$

51,424

 

 

$

60,493

 

 

Depreciation is calculated on the straight-line method over the estimated useful lives of the assets as follows:

 

Buildings and improvements

 

 

20

 

 

 

-

 

 

40 years

Furniture and fixtures

 

 

5

 

 

 

-

 

 

15 years

Machinery and equipment

 

 

5

 

 

 

-

 

 

15 years

Computer hardware and software

 

 

3

 

 

 

-

 

 

5 years

Automobiles

 

 

 

 

 

 

 

 

 

3 years

 

Leasehold improvements are depreciated over the shorter of the lease term or estimated useful life of the asset. Assets acquired under finance leases are amortized over the term of the respective lease. Accumulated amortization of assets under finance lease totaled $1,209 and $979 at February 29, 2020 and February 28, 2019, respectively.

Depreciation and amortization of property, plant and equipment from continuing operations amounted to $5,343, $5,360 and $5,658 for the years ended February 29, 2020, February 28, 2019 and February 28, 2018, respectively. Included in depreciation and amortization expense is amortization of computer software costs of $1,474, $1,537 and $1,611 for the years ended February 29, 2020, February 28, 2019 and February 28, 2018, respectively. Also included in depreciation and amortization expense is $684, $491 and $372 of amortization expense related to property under finance leases for the years ended February 29, 2020, February 28, 2019 and February 28, 2018, respectively.

See Note 11 for discussion of the sale of the Company’s real property in Pulheim Germany during the year ended February 29, 2020 and the gain recognized of $4,057. See Note 1(p) for discussion of long-lived asset impairment charges recorded for the year ended February 28, 2019 related to real estate properties held by the Company's Venezuela subsidiary.

 

f)

Goodwill and Intangible Assets

Goodwill and other intangible assets consist of the excess over the fair value of assets acquired (goodwill), and other intangible assets (patents, contracts, trademarks/tradenames, developed technology and customer relationships).  Values assigned to the respective assets are determined in accordance with ASC 805 "Business Combinations" ("ASC 805") and ASC 350 "Intangibles – Goodwill and Other" ("ASC 350").

Goodwill is calculated as the excess of the cost of purchased businesses over the fair value of their underlying net assets acquired. We use various valuation techniques to determine the fair value of the assets acquired, with the primary techniques being the discounted future cash flow method, relief from royalty, and the multi-period excess earnings methods, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Inputs to these valuation approaches that require significant judgment include: (i) forecasted sales, growth rates and customer attrition rates, (ii) forecasted operating margins, (iii) royalty rates and discount rates used to present value future cash flows, (iv) the amount of synergies expected from the acquisition, (v) the economic useful life of assets and, (vi) the evaluation of historical tax positions.  In certain instances, historical data is limited so we base our estimates and assumptions on budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

The guidance in ASC 350, including management’s business intent for its use; ongoing market demand for products relevant to the category and their ability to generate future cash flows; legal, regulatory or contractual provisions on its use or subsequent renewal, as applicable; and the cost to maintain or renew the rights to the assets, are considered in determining the useful life of all intangible assets.  If the Company determines that there are no legal, regulatory, contractual, competitive, economic or other factors which limit the useful life of the asset, an indefinite life will be assigned and evaluated for impairment as indicated below.  Goodwill and other intangible assets that have an indefinite useful life are not amortized.  Intangible assets that have a definite useful life are amortized on either an accelerated or a straight-line basis over their estimated useful life.

ASC 350 requires that goodwill and intangible assets with indefinite useful lives be tested for impairment at least annually or more frequently if an event occurs or circumstances change that could more likely than not reduce the fair value of a reporting unit below its carrying value.  Intangible assets with estimable useful lives are required to be amortized over their respective estimated useful lives and reviewed for impairment if indicators of impairment exist. To determine the fair value of goodwill and intangible assets, there are many assumptions and estimates used that directly impact the results of the testing. Management has the ability to influence the outcome and ultimate results based on the assumptions and estimates chosen. If a significant change in these assumptions and/or estimates occurs, the Company could experience impairment charges, in addition to those noted below, in future periods.

Goodwill is tested using a two-step process. The first step is to identify a potential impairment, and the second step measures the value of the impairment loss, if any. Goodwill is considered impaired if the carrying value of the reporting unit's goodwill exceeds its estimated fair value. For intangible assets with indefinite lives, primarily trademarks, the Company compared the fair value of each intangible asset with its carrying value. Intangible assets with indefinite lives are considered impaired if the carrying value exceeds the estimated fair value.

Voxx's reporting units that carry goodwill are Invision, Rosen, VSHC, and Klipsch. The Company has three operating segments based upon its products and internal organizational structure (see Note 13). These operating segments are the Automotive Electronics, Consumer Electronics, and Biometrics segments. The Invision, Rosen, and VSHC reporting units are located within the Automotive Electronics segment and the Klipsch reporting unit is located within the Consumer Electronics segment.

The Company performed its annual impairment test for goodwill as of February 29, 2020. The discount rates (developed using a weighted average cost of capital analysis) used in the goodwill test ranged from 13.2% to 13.3%. Based on the Company's goodwill impairment assessment, all reporting units with goodwill had estimated fair values as of February 29, 2020 that exceeded their carrying values. No goodwill impairment charges were recorded during the years ended February 29, 2020, February 28, 2019 and February 28, 2018. The goodwill balances of Invision, Klipsch, Rosen, and VSHC at February 29, 2020 are $7,372, $46,533, $880, and $215, respectively.

The Company also tested its indefinite-lived intangible assets as of February 29, 2020 as part of its annual impairment testing. To perform these impairment analyses, the respective fair values were estimated using a relief-from-royalty method, applying royalty rates of 1.0% to 7.0% for the trademarks after reviewing comparable market rates, the profitability of the products associated with relative intangible assets, and other qualitative factors. We determined that risk-adjusted discount rates ranging from 13.2% to 25.0% were appropriately developed using a weighted average cost of capital analysis. The long-term growth rates ranged from 0% to 3.0%. As a result of this analysis, it was determined that there was impairment of several of the Company’s indefinite-lived intangible assets at February 29, 2020. Specifically, the Company determined that several of its indefinite-lived trademarks in the Consumer Electronics segment were impaired. The impairments were the result of the Company being unable to secure product placement into customer stores, anticipated shortfalls in sales due to economic uncertainty as a result of the COVID-19 pandemic, reduced demand from a large traditional brick-and-mortar customer, along with continued declines in the German economy. As a result, several indefinite-lived tradenames in the Consumer Electronics segment were impaired resulting in impairment charges of $2,828 recorded for the year ended February 29, 2020. Related long-lived assets were tested for recoverability and determined to be recoverable and therefore no additional impairments related to long-lived assets were recorded in the Consumer Electronics segment. Additionally, in the Biometrics segment, the Company determined that its indefinite-lived trademark was impaired.  The impairment of the trademark was the result of lack of customer acceptance of the related technology, lower than anticipated results, adjusted expectations for demand and anticipated delays of product deployment with target customers due to economic uncertainty given the COVID-19 pandemic. Related long-lived assets in the Biometrics segment were tested for recoverability and determined not to be recoverable. The fair value of the long-lived assets that were not recoverable were estimated, and when compared to their carrying value, were determined to also be impaired. As a result, total impairments in the Biometric segment of $27,402 for indefinite-lived and definite-lived intangible assets were recorded for the year ended February 29, 2020.

The combined impairment charges for both the Consumer Electronics segment and the Biometrics segment aggregated $30,230 for the year ended February 29, 2020.

During the second quarter of Fiscal 2019, the Company re-evaluated its projections for several brands in its former Consumer Accessory and Automotive segments based on lower than anticipated results. Specifically, during the second quarter of Fiscal 2019, the lower than anticipated results were due to reduced product load-ins, increased competition for certain product lines, a streamlining of SKU’s, and a change in market strategy for one of its brands.  Accordingly, these were considered indicators of impairment requiring the Company to test the related indefinite-lived trademarks for impairment as of August 31, 2018.  As a result of this analysis, it was determined that several of the Company’s former Consumer Accessory trademarks and one Automotive trademark were impaired. During the fourth quarter, the Company further streamlined its SKU’s in conjunction with its corporate realignment and transformation initiatives, and adjusted expectations for select customer demand, and the anticipated results from alternative sales channels for one of its brands.  As a result of this analysis, it was determined that two of the Company’s Consumer Accessory trademarks were impaired. As a result of the second and fourth quarter tests, the Company recorded total impairment charges of $25,629 and $160 during the year ended February 28, 2019 for the former Consumer Accessory and Automotive segments, respectively. No impairment charges were recorded related to indefinite-lived intangible assets for the year ended February 28, 2018

As a result of the Fiscal 2020 and 2019 indefinite-lived intangible asset impairments, the Company evaluated the related long-lived assets at the lowest level for which there are separately identifiable cash flows. For Fiscal 2020, impairments of $19,667 related to long-lived assets associated with the Biometrics segment were recorded. For Fiscal 2019, no additional impairments of the related long-lived assets were recorded as a result of these analyses. Additionally, no impairment charges were recorded related to definite-lived intangible assets for the year ended February 28, 2018. Management determined that the current lives of its long-lived assets are appropriate.

Approximately 39% ($25,279) of the carrying value of the Company's indefinite lived trademarks are at risk of impairment and sensitive to changes and assumptions as of February 29, 2020. There can be no assurance that our estimates and assumptions made for purposes of impairment testing as of February 29, 2020 will prove to be accurate predictions of the future. Reduced demand for our existing product offerings, reductions of product placement at our customers, less than anticipated results, lack of acceptance of our new products, elimination of additional SKU's, the inability to successfully develop our brands, or unfavorable changes in assumptions used in the discounted cash flow model such as discount rates, royalty rates or projected long-term growth rates could result in additional impairment charges in the future.

Goodwill

The change in the carrying value of goodwill is as follows:

 

 

 

February 29, 2020

 

 

February 28, 2019

 

 

February 28, 2018

 

Beginning of period

 

$

54,785

 

 

$

54,785

 

 

$

53,905

 

Goodwill acquired (see Note 2)

 

 

215

 

 

 

 

 

 

880

 

End of period

 

$

55,000

 

 

$

54,785

 

 

$

54,785

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying value

 

$

87,163

 

 

$

86,948

 

 

$

86,948

 

Accumulated impairment charges

 

 

(32,163

)

 

 

(32,163

)

 

 

(32,163

)

Net carrying value

 

$

55,000

 

 

$

54,785

 

 

$

54,785

 

 

 

 

February 29, 2020

 

 

February 28, 2019

 

 

February 28, 2018

 

Automotive Electronics

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

$

8,252

 

 

$

8,252

 

 

$

7,372

 

Goodwill acquired (see Note 2)

 

 

215

 

 

 

 

 

 

880

 

End of period

 

$

8,467

 

 

$

8,252

 

 

$

8,252

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying value

 

$

8,467

 

 

$

8,252

 

 

$

8,252

 

Accumulated impairment charge

 

 

 

 

 

 

 

 

 

Net carrying value

 

$

8,467

 

 

$

8,252

 

 

$

8,252

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Electronics

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

$

46,533

 

 

$

46,533

 

 

$

46,533

 

Impairment charge

 

 

 

 

 

 

 

 

 

End of period

 

$

46,533

 

 

$

46,533

 

 

$

46,533

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross carrying value

 

$

78,696

 

 

$

78,696

 

 

$

78,696

 

Accumulated impairment charge

 

 

(32,163

)

 

 

(32,163

)

 

 

(32,163

)

Net carrying value

 

$

46,533

 

 

$

46,533

 

 

$

46,533

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total goodwill, net

 

$

55,000

 

 

$

54,785

 

 

$

54,785

 

 

Note: The Company's Biometrics segment did not carry a balance for goodwill at February 29, 2020, February 28, 2019, or February 28, 2018.

Intangible Assets

 

 

 

February 29, 2020

 

 

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Total Net

Book

Value

 

Finite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships (4-15.5 years)

 

$

51,491

 

 

$

31,880

 

 

$

19,611

 

Trademarks/Tradenames (3-10 years)

 

 

1,045

 

 

 

437

 

 

 

608

 

Developed technology (11.5 years)

 

 

14,144

 

 

 

12,244

 

 

 

1,900

 

Patents (4-13 years)

 

 

5,651

 

 

 

3,691

 

 

 

1,960

 

License

 

 

1,400

 

 

 

1,400

 

 

 

-

 

Contracts (5 years)

 

 

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

 

 

 

 

February 28, 2019

 

 

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Total Net

Book

Value

 

Finite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships (4-15.5 years)

 

$

49,743

 

 

$

29,746

 

 

$

19,997

 

Trademarks/Tradenames (3-10 years)

 

 

485

 

 

 

413

 

 

 

72

 

Developed technology (11.5 years)

 

 

31,290

 

 

 

9,523

 

 

 

21,767

 

Patents (4-13 years)

 

 

5,390

 

 

 

2,907

 

 

 

2,483

 

License

 

 

1,400

 

 

 

1,400

 

 

 

-

 

Contracts (5 years)

 

 

2,141

 

 

 

1,966

 

 

 

175

 

Total finite-lived intangible assets

 

$

90,449

 

 

$

45,955

 

 

 

44,494

 

Indefinite-lived intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

 

 

 

 

 

 

 

 

 

74,955

 

Total intangible assets, net

 

 

 

 

 

 

 

 

 

$

119,449

 

 

The weighted-average remaining amortization period for amortizing intangibles acquired during the year ended February 29, 2020 is approximately 10 years.

 

The Company expenses the renewal costs of patents as incurred. The weighted-average period before the renewal of our patents is approximately 2 years.

Amortization expense for intangible assets amounted to $7,010, $6,984 and $6,516 for the years ended February 29, 2020, February 28, 2019 and February 28, 2018, respectively.  At February 29, 2020, the estimated aggregate amortization expense for all amortizable intangibles for each of the succeeding five fiscal years is as follows:

 

Fiscal Year

 

Amount

 

2021

 

$

4,884

 

2022

 

 

4,685

 

2023

 

 

3,684

 

2024

 

 

3,381

 

2025

 

 

3,197

 

 

 

g)

Sales Incentives

The Company offers sales incentives to its customers in the form of (1) co-operative advertising allowances; (2) market development funds; (3) volume incentive rebates; and (4) other trade allowances.  The Company accounts for sales incentives in accordance with ASC 606 "Revenue from Contracts with Customers" ("ASC 606").  These sales incentives represent variable consideration provided to customers. Depending on the specific facts and circumstances, we utilize either the most likely amount or expected value methods to estimate the effect of uncertainty on the amount of variable consideration to which we would be entitled. The most likely amount method considers the single most likely amount from a range of possible consideration amounts, while the expected value method is the sum of the probability-weighted amounts in a range of possible consideration amounts. Both methods are based upon the contractual terms of the incentives and historical experience with each customer. Except for other trade allowances, all sales incentives require the customer to purchase the Company's products during a specified period of time. All sales incentives require customers to claim the sales incentive within a certain time period (referred to as the "claim period") and claims are settled either by the customer claiming a deduction against an outstanding account receivable or by the customer requesting a cash payout.  All costs associated with sales incentives are classified as a reduction of net sales. The following is a summary of the various sales incentive programs:

Co-operative advertising allowances are offered to customers as reimbursement towards their costs for print or media advertising in which the Company’s product is featured on its own or in conjunction with other companies' products. The amount offered is either a fixed amount or is based upon a fixed percentage of sales revenue or a fixed amount per unit sold to the customer during a specified time period.

Market development funds are offered to customers in connection with new product launches or entrance into new markets. The amount offered for new product launches is based upon a fixed amount, or percentage of sales revenue to the customer or a fixed amount per unit sold to the customer during a specified time period.

Volume incentive rebates offered to customers require minimum quantities of product to be purchased during a specified period of time. The amount offered is either based upon a fixed percentage of sales revenue to the customer or a fixed amount per unit sold to the customer. The Company makes an estimate of the ultimate amount of the rebate their customers will earn based upon past history with the customers and other facts and circumstances. The Company has the ability to estimate these volume incentive rebates, as the period of time for a particular rebate to be claimed is relatively short.  Any changes in the estimated amount of volume incentive rebates are recognized immediately using a cumulative catch-up adjustment. The Company accrues the cost of co-operative advertising allowances, volume incentive rebates and market development funds at the latter of when the customer purchases our products or when the sales incentive is offered to the customer.

Unearned sales incentives are volume incentive rebates where the customer did not purchase the required minimum quantities of product during the specified time. Volume incentive rebates are reversed into income in the period when the customer did not reach the required minimum purchases of product during the specified time. Unclaimed sales incentives are sales incentives earned by the customer, but the customer has not claimed payment within the claim period (period after program has ended). Unclaimed sales incentives are investigated in a timely manner after the end of the program and reversed if deemed appropriate. The Company believes the reversal of earned but unclaimed sales incentives upon the expiration of the claim period is a systematic, rational, consistent and conservative method of reversing unclaimed sales incentives.

Other trade allowances are additional sales incentives the Company provides to customers subsequent to the related revenue being recognized. The Company records the provision for these additional sales incentives at the latter of when the sales incentive is offered or when the related revenue is recognized. Such additional sales incentives are based upon a fixed percentage of the selling price to the customer, a fixed amount per unit, or a lump-sum amount.

The accrual balance for sales incentives at February 29, 2020 and February 28, 2019 was $12,250 and $13,574, respectively.  Although the Company makes its best estimate of its sales incentive liability, many factors, including significant unanticipated changes in the purchasing volume of its customers and the lack of claims made by customers, could have a significant impact on the sales incentives liability and reported operating results.

A summary of the activity with respect to accrued sales incentives is provided below:

 

 

 

Year

Ended

 

 

Year

Ended

 

 

Year

Ended

 

 

 

February 29,

2020

 

 

February 28,

2019

 

 

February 28,

2018

 

Opening balance

 

$

13,574

 

 

$

14,020

 

 

$

13,154

 

Liabilities acquired during acquisition

 

 

28

 

 

 

-

 

 

 

-

 

Accruals

 

 

35,345

 

 

 

37,272

 

 

 

42,722

 

Payments and credits

 

 

(36,583

)

 

 

(37,516

)

 

 

(41,811

)

Reversals for unearned sales incentives

 

 

(114

)

 

 

(202

)

 

 

(45

)

Ending balance

 

$

12,250

 

 

$

13,574

 

 

$

14,020

 

 

The majority of the reversals of previously established sales incentive liabilities pertain to sales recorded in prior periods.

 

h)

Advertising

Excluding co-operative advertising, the Company expensed the cost of advertising, as incurred, of $4,905, $5,417 and $11,753 for the years ended February 29, 2020, February 28, 2019 and February 28, 2018, respectively.

 

i)

Research and Development

Expenditures for research and development are charged to expense as incurred. Such expenditures amounted to $7,748, $9,169 and $10,954 for the years ended February 29, 2020, February 28, 2019 and February 28, 2018, respectively, net of customer reimbursement, of $266, $375 and $106, respectively, and are included within Engineering and Technical Support expenses on the Consolidated Statements of Operations and Comprehensive (Loss) Income. Reimbursements from OEM customers for development services are reflected as a reduction of research and development expense because the performance of contract development services is not central to the Company's operations.

 

j)

Product Warranties and Product Repair Costs

The Company generally warranties its products against certain manufacturing and other defects. This warranty does not provide a service beyond assuring that the products comply with agreed-upon specifications and is not sold separately. The Company provides warranties for all of its products ranging primarily from 30 days to 3 years. The Company also provides limited lifetime warranties for certain products, which limit the end user's remedy to the repair or replacement of the defective product during its lifetime, as well as for certain vehicle security products for the life of the vehicle for the original owner. Warranty expenses are accrued at the time the related revenue is recognized, based on the Company's estimated cost to repair expected product returns for warranty matters. This liability is based primarily on historical experiences of actual warranty claims as well as current information on repair costs and contract terms with certain manufacturers. The warranty liability of $3,241 and $3,090 is recorded in Accrued Expenses in the accompanying Consolidated Balance Sheets as of February 29, 2020 and February 28, 2019, respectively. In addition, the Company records a reserve for product repair costs which is based upon the quantities of defective inventory on hand and an estimate of the cost to repair such defective inventory. The reserve for product repair costs of $1,507 and $1,379 is recorded as a reduction to inventory in the accompanying Consolidated Balance Sheets as of February 29, 2020 and February 28, 2019, respectively. Warranty claims and product repair costs expense relating to continuing operations for the years ended February 29, 2020, February 28, 2019 and February 28, 2018 were $4,935, $6,091 and $7,428, respectively.

Changes in the Company's accrued product warranties and product repair costs are as follows:

 

 

 

Year

Ended

 

 

Year

Ended

 

 

Year

Ended

 

 

 

February 29,

2020

 

 

February 28,

2019

 

 

February 28,

2018

 

Beginning balance

 

$

4,469

 

 

$

6,233

 

 

$

5,608

 

Liabilities acquired during acquisitions

 

 

188

 

 

 

-

 

 

 

500

 

Accrual for warranties issued during the year and repair cost

 

 

4,935

 

 

 

6,091

 

 

 

7,428

 

Balances transferred (a)

 

 

-

 

 

 

(832

)

 

 

 

Warranty claims settled during the year

 

 

(4,844

)

 

 

(7,023

)

 

 

(7,303

)

Ending balance

 

$

4,748

 

 

$

4,469

 

 

$

6,233

 

 

(a) In conjunction with the implementation of ASC Topic 606, "Revenue from Contracts with Customers" (see Note 1(g)), the Company recorded a refund liability, representing the amount of consideration received for products sold that the Company expects to refund to customers, as well as a corresponding return asset that reflects the Company's right to receive goods back from customers. The return asset is calculated as the carrying value of goods at the time of sale, less any expected costs to recover the goods and any expected reduction in value and is included in Prepaid expenses and other current assets on the Consolidated Balance Sheets at February 29, 2020 and February 28, 2019. The balance above represents the amount that reduced the value of inventory returned to the Company and was reclassified to the return asset in order to properly reflect the value of the inventory the Company expects to receive back from customers.

 

k)

Foreign Currency

Assets and liabilities of subsidiaries located outside the United States whose cash flows are primarily in local currencies have been translated at rates of exchange at the end of the period or historical exchange rates, as appropriate in accordance with ASC 830, "Foreign Currency Matters" ("ASC 830"). Revenues and expenses have been translated at the weighted-average rates of exchange in effect during the period.  Gains and losses resulting from translation are recorded in the cumulative foreign currency translation account in Accumulated other comprehensive (loss) income. For the years ended February 29, 2020, February 28, 2019 and February 28, 2018, the Company recorded total net foreign currency transaction gains (losses) in the amount of $405, $220 and $(8,769), respectively. Included within the losses recorded for the year ended February 28, 2018 is the loss on forward contracts totaling $(6,618) incurred in conjunction with the sale of Hirschmann (see Note 2).

The Company has a subsidiary in Venezuela. Venezuela is currently experiencing significant political and civil unrest and economic instability and has been troubled with various foreign currency and price controls.  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 applies hyper-inflationary accounting to Venezuela 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.

In Fiscal 2019, the Venezuelan government devalued the Bolivar Fuerte in an attempt to address continuing hyperinflation, also renaming it the Sovereign Bolivar. As of February 29, 2020 and February 28, 2019, the Bolivars to U.S. dollar exchange rate was approximately 73,470 and 3,290, respectively. For the years ended February 29, 2020, February 28, 2019 and February 28, 2018, total net currency exchange losses of $2, $6 and $148 were recorded, respectively, related to Venezuela. All currency exchange gains and losses are included in Other (expense) income on the Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company holds certain long-lived assets in Venezuela, which includes an office location the subsidiary uses for its local personnel, as its automotive operations are currently suspended, as well as other rental properties. All of these properties are held for investment purposes as of February 29, 2020. During the second quarter of Fiscal 2019, the Company assessed of the recoverability of these properties as a result of the country's continued economic deterioration, which included a significant currency devaluation in August of 2018. The Company estimated the future undiscounted cash flows expected to be received from these properties. The estimate of the future undiscounted cash flows considered the Company’s financial condition and its intent and ability to retain its investments for a period of time sufficient to allow for the recovery of the carrying value. The future undiscounted cash flows did not exceed the net carrying value for the long-lived assets. The estimated fair value of the properties, which also considered the current conditions of the economy in Venezuela, the volatility of the real estate market, and the significant political unrest, resulted in a full non-cash impairment charge of $3,473 for the year ended February 28, 2019, which wrote off the remaining balance of the Company's property, plant, and equipment in Venezuela. The non-cash impairment charge is included in Other (expense) income on the Consolidated Statements of Operations and Comprehensive (Loss) Income.

 

l)

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all positive and negative evidence including the results of recent operations, scheduled reversal of deferred tax liabilities, future taxable income and tax planning strategies. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled (see Note 8). The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Uncertain Tax Positions

The Company adopted guidance included in ASC 740 as it relates to uncertain tax positions.  The guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.  The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.  ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.

Tax interest and penalties

The Company classifies interest and penalties associated with income taxes as a component of Income tax expense (benefit) on the Consolidated Statements of Operations and Comprehensive (Loss) Income.

 

m)

Net Income (Loss) Per Common Share

Basic net (loss) income per common share from continuing operations, net of non-controlling interest, is based upon the weighted-average number of common shares outstanding during the period. Diluted net (loss) income per common share from continuing operations 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:

 

 

 

Year

Ended

 

 

Year

Ended

 

 

Year

Ended

 

 

 

February 29,

2020

 

 

February 28,

2019

 

 

February 28,

2018

 

Weighted-average common shares outstanding (basic)

 

 

24,394,663

 

 

 

24,355,791

 

 

 

24,290,563

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Stock options, warrants and restricted stock

 

 

-

 

 

 

-

 

 

 

256,683

 

Weighted-average common and potential common shares outstanding (diluted)

 

 

24,394,663

 

 

 

24,355,791

 

 

 

24,547,246

 

 

Restricted stock totaling 701,024, 618,155 and 534,327 for the years ended February 29, 2020, February 28, 2019 and February 28, 2018, respectively, were not included in the net (loss) income per common share calculation because the exercise 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.

 

n)

Other (Expense) Income

Other (expense) income is comprised of the following:

 

 

 

Year

Ended

 

 

Year

Ended

 

 

Year

Ended

 

 

 

February 29,

2020

 

 

February 28,

2019

 

 

February 28,

2018

 

Foreign currency gain (loss)

 

$

405

 

 

$

220

 

 

$

(8,769

)

Interest income

 

 

918

 

 

 

994

 

 

 

210

 

Rental income

 

 

692

 

 

 

517

 

 

 

553

 

Miscellaneous

 

 

63

 

 

 

(1,154

)

 

 

416

 

Total other, net

 

$

2,078

 

 

$

577

 

 

$

(7,590

)

 

On August 31, 2017, the Company completed its sale of Hirschmann Car Communication GmbH to a subsidiary of TE Connectivity Ltd. which was subject to an adjustment based on the final working capital (see Note 2). Included within Miscellaneous for the year ended February 29, 2020 is a payment of $804 made on November 11, 2019 in settlement of the final working capital calculation. Also included within Miscellaneous for the year ended February 29, 2020 are 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. At the time of acquisition, the individual was no longer employed by Klipsch and was never an employee of Voxx; however, Voxx remained the beneficiary of the policy until the individual’s death.

 

Interest income for the years ended February 29, 2020 and February 28, 2019 includes increases in interest income earned from money market investments, which the Company increased following the sale of Hirschmann in the second quarter of Fiscal 2018.

 

Included within the foreign currency loss for the year ended February 28, 2018 is a loss on forward contracts totaling $6,618 incurred in conjunction with the sale of Hirschmann (see Note 2).

 

o)

Accounting for the Impairment of Long-Lived Assets

Long-lived assets and certain identifiable intangible assets are reviewed for impairment in accordance with ASC 360 whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying value of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability of long-lived assets is measured by comparing the carrying value of the assets to their estimated fair market value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the fair value of the assets. See Note 1(p) for the discussion of the impairment of long-lived assets held in Venezuela for the year ended February 28, 2019. There were no impairments of long-lived assets recorded during the years ended February 29, 2020 and February 28, 2018.

 

p)

Accounting for Stock-Based Compensation

The Company has a stock-based compensation plan under which employees and non-employee directors may be granted incentive stock options ("ISO's") and non-qualified stock options ("NQSO's") to purchase shares of Class A common stock. Under the plan, the exercise price of the ISO's granted to a ten percent stockholder must equal 110% of the fair market value of the Company's Class A common stock  on the date of grant. The exercise price of all other Options and Stock Appreciation Right ("SAR") awards may not be less than 100% of the fair market value of the Company's Class A common stock on the date of grant. If an option or SAR is granted pursuant to an assumption of, or substitution for, another option or SAR pursuant to a Corporate Transaction, and in a manner consistent with Section 409A of the Internal Revenue Code (“the Code”), the exercise or strike price may be less than 100% of the fair market value on the date of grant. The plan permits for options to be exercised at various intervals as determined by the Board of Directors.  However, the maximum expiration period is ten years from date of grant. The vesting requirements are determined by the Board of Directors at the time of grant.  Exercised options are issued from authorized Class A common stock.  As of February 29, 2020, approximately 542,000 shares were available for future grants under the terms of these plans.

Options are measured at the fair value of the award at the date of grant and are recognized as an expense over the requisite service period. Compensation expense related to stock-based awards with vesting terms are amortized using the straight-line attribution method. There were no stock options granted during the years ended February 29, 2020, February 28, 2019, or February 28, 2018. During the years ended February 29, 2020, February 28, 2019 and February 28, 2018 there were no stock-based compensation costs or professional fees recorded by the Company and the Company had no unrecognized compensation costs at February 29, 2020 related to stock options and warrants.

 

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. Shares under restricted stock grants are not issued to the grantees before they vest. In Fiscal 2014, the Company established the Supplemental Executive Retirement Plan ("SERP") (see Note 10(a)). During the years ended February 29, 2020, February 28, 2019 and February 28, 2018, an additional 71,352, 188,245, and 74,156 shares of restricted stock were granted under the SERP, respectively. These shares were granted based on certain performance criteria and vest on the later of three years from the date of grant, or the grantee reaching the age of 65 years. The shares will also vest upon termination of the grantee's employment by the Company without cause, provided that the grantee, at the time of termination, has been employed by the Company for at least 10 years, or as a result of the sale of all of the issued and outstanding stock, or all, or substantially all, of the assets of the subsidiary of which the grantee serves as CEO and/or President. When vested shares are issued to the grantee, the awards will be settled in shares or in cash, at the Company's sole option. The grantees cannot transfer the rights to receive shares before the restricted shares vest. There are no market conditions inherent in the award, only an employee performance requirement, and the service requirement that the respective employee continues employment with the Company through the vesting date. The Company expenses the cost of the restricted stock awards on a straight-line basis over the requisite service period of each employee. For these purposes, the fair market value of the restricted stock awards, $4.65, $5.50, and $6.52 for Fiscal 2020, Fiscal 2019, and Fiscal 2018, respectively, were determined based on the mean of the high and low price of the Company's common stock on the grant dates.

In conjunction with the sale of Hirschmann on August 31, 2017 (see Note 2), all restricted shares granted to the CEO and President of Hirschmann, totaling 72,300 shares immediately vested in accordance with the SERP and were settled in cash in the amount of $582. The remaining unrecognized stock-based compensation expense related to this individual's restricted stock awards was recognized as a reduction of the gain on sale of discontinued operations in the amount of $373.

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 salary and cash bonus based on the Company’s Adjusted EBITDA, Mr. Lavelle received certain stock-based compensation as discussed below:

 

-

An initial stock grant of 200,000 fully vested shares of Class A Common Stock issued under the 2012 Equity Incentive Plan. Compensation expense of $830 was recognized during the year ended February 29, 2020 based upon the grant fair value of $4.15 per share.

 

 

-

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 $679 was recognized during the year ended February 29, 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 award is weighted toward achievement of a significant increase in our stock price as half of the award will be granted to Mr. Lavelle only if the 90-calendar day high stock price equals or exceeds $13.00. The average stock price is calculated based on the highest average closing price of one share of our Class A common stock, as reported on the NASDAQ Stock Market during any 90-calendar day period prior to each measurement date. 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. The Company used a Monte Carlo simulation to calculate the fair value of the award on the grant date. A Monte Carlo simulation requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the valuation date. We recognized stock-based compensation expense of $157 for the year ended February 29, 2020 related to these MSU’s using the graded vesting attribution method over the performance period. As of February 29, 2020, all of the MSU’s remain outstanding.

 

All the 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. Shares previously held by Mr. Lavelle under the SERP and those 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 SERP and the initial stock grant and additional stock grants under the Employment Agreement for the year ended February 29, 2020:

 

 

 

Number of shares

 

 

Weighted Average

Grant Date Fair

Value

 

Unvested share balance at February 28, 2017

 

 

381,262

 

 

$

6.01

 

Granted

 

 

74,156

 

 

 

6.52

 

Vested

 

 

(60,868

)

 

 

7.77

 

Vested and settled

 

 

(72,300

)

 

 

5.98

 

Forfeited

 

 

 

 

 

 

Unvested share balance at February 28, 2018

 

 

322,250

 

 

$

5.80

 

Granted

 

 

188,245

 

 

 

5.50

 

Vested

 

 

(39,688

)

 

 

8.13

 

Forfeited

 

 

 

 

 

 

Unvested share balance at February 28, 2019

 

 

470,807

 

 

$

5.49

 

Granted

 

 

571,352

 

 

 

4.21

 

Vested

 

 

(127,007

)

 

 

4.18

 

Vested and Settled

 

 

(200,000

)

 

 

4.15

 

Forfeited

 

 

 

 

 

 

Unvested share balance at February 29, 2020

 

 

715,152

 

 

$

5.07

 

 

At February 29, 2020, there were 283,744 shares of vested and unissued shares under the Company’s SERP with a weighted average fair value of $7.37.

 

During the years ended February 29, 2020, February 28, 2019 and February 28, 2018 the Company recorded $2,282, $551 and $502, respectively, in stock-based compensation related to the SERP, and to the initial stock grant, additional stock grants, and MSU’s under the Employment Agreement. As of February 29, 2020, unrecognized stock-based compensation expense related to unvested restricted stock awards was approximately $2,471 and will be recognized over the requisite service period of each employee.

 

q)

Accumulated Other Comprehensive Loss

 

 

 

Foreign

Currency Translation

Losses

 

 

Unrealized

losses on

investments,

net of tax (a)

 

 

Pension plan

adjustments,

net of tax

 

 

Derivatives

designated in a

hedging

relationship,

net of tax

 

 

Total

 

Balance at February 28, 2017

 

$

(41,831

)

 

$

(98

)

 

$

(2,282

)

 

$

313

 

 

$

(43,898

)

Other comprehensive income (loss) before reclassifications

 

 

18,065

 

 

 

(15

)

 

 

(459

)

 

 

(1,358

)

 

 

16,233

 

Reclassified from accumulated other comprehensive income (loss)

 

 

10,739

 

 

 

89

 

 

 

1,955

 

 

 

660

 

 

 

13,443

 

Net current-period other comprehensive income (loss)

 

 

28,804

 

 

 

74

 

 

 

1,496

 

 

 

(698

)

 

 

29,676

 

Balance at February 28, 2018

 

$

(13,027

)

 

$

(24

)

 

$

(786

)

 

$

(385

)

 

$

(14,222

)

Other comprehensive (loss) income before reclassifications

 

 

(3,195

)

 

 

-

 

 

 

(12

)

 

 

452

 

 

 

(2,755

)

Reclassified from accumulated other comprehensive (loss) income

 

 

-

 

 

 

24

 

 

 

-

 

 

 

9

 

 

 

33

 

Net current-period other comprehensive (loss) income

 

 

(3,195

)

 

 

24

 

 

 

(12

)

 

 

461

 

 

 

(2,722

)

Balance at February 28, 2019

 

$

(16,222

)

 

$

-

 

 

$

(798

)

 

$

76

 

 

$

(16,944

)

Other comprehensive loss before reclassifications

 

 

(1,517

)

 

 

-

 

 

 

(89

)

 

 

(157

)

 

 

(1,763

)

Reclassified from accumulated other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(348

)

 

 

(348

)

Net current-period other comprehensive loss

 

 

(1,517

)

 

 

-

 

 

 

(89

)

 

 

(505

)

 

 

(2,111

)

Balance at February 29, 2020

 

$

(17,739

)

 

$

-

 

 

$

(887

)

 

$

(429

)

 

$

(19,055

)

 

(a) Pursuant to ASU 2016-01, adopted by the Company beginning on March 1, 2018 (see Note 1(f)), changes in fair value of the Company's investments in equity securities are now recorded in earnings.

In the above table, all reclassifications of other comprehensive income for the year ended February 28, 2018 for foreign currency translation, investments and pension plan adjustments are related to the sale of Hirschmann on August 31, 2017 (see Note 2). Within reclassifications for derivatives designated in a hedging relationship, gains totaling $71 are related to cash flow hedge activity of discontinued operations for the year ended February 28, 2018, and $384 is related to the sale of Hirschmann on August 31, 2017. Within other comprehensive income (loss) before reclassifications for derivatives designated in a hedging relationship, $(501) is related to cash flow hedge activity of discontinued operations for the year ended February 28, 2018.

During the years ended February 29, 2020, February 28, 2019 and February 28, 2018, the Company recorded tax related to unrealized losses on investments of $0, pension plan adjustments of $38, $21 and $0, respectively and derivatives designated in a hedging relationship of $35, $(152) and $(645), respectively.

The other comprehensive (loss) income before reclassification for foreign currency translation of $(1,517), $(3,195), and $18,065, respectively, includes the remeasurement of intercompany transactions of a long term investment nature of $(56), $(1,064) and $12,488, respectively, with certain subsidiaries whose functional currency is not the U.S. dollar, and $(1,461), $(2,131) and $5,577, respectively, 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. Intercompany loans and transactions that are of a long-term investment nature are remeasured and resulting gains and losses shall be reported in the same manner as translation adjustments. Foreign currency translation losses reclassified from accumulated other comprehensive income (loss) of $10,739 for the year ended February 28, 2018 included $9,911 due to the settlement of a Euro-based loan and the recognition of the cumulative translation adjustment of $828 due to the sale of Hirschmann. Within foreign currency translation gains (losses) in Other comprehensive (loss) income for the years ended February 29, 2020, February 28, 2019 and February 28, 2018, the Company recorded total gains (losses) of $(1,435), $(2,876), and $17,559, respectively, related to the Euro; $(22), $(240), and $250, respectively, related to the Canadian Dollar; $(17), $(18) and $71, respectively, for the Mexican Peso, as well as $(24), $(61) and $185, respectively, for various other currencies. These adjustments were caused by the strengthening/(weakening) of the U.S. Dollar against the Euro, Canadian Dollar and the Mexican Peso between 2% and 4% in Fiscal 2020, 2% and 7% in Fiscal 2019, and (13%) and (3%) in Fiscal 2018.

 

r)

New Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“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, ASU 2019-10 and ASU 2019-11 in November 2019, and ASU 2020-02 in February 2020. The update changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The update will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying value, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The amendment will affect 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 provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. ASU 2019-10 delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the SEC) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. ASU 2019-11 was issued to provide clarification guidance in the following areas: (i) expected recoveries for purchased financial assets with credit deterioration; (ii) transition relief for troubled debt restructurings; (iii) disclosures related to accrued interest receivables; (iv) financial assets secured by collateral maintenance provisions; and (v) conforming amendment to subtopic 805-20. The amendments should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. ASU 2020-02 was issued to address questions primarily regarding documentation and company policies. This ASU is effective for annual periods beginning after December 15, 2019, and interim periods therein. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

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 amount 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 amendments in this ASU are effective for annual or any interim goodwill impairments tests in fiscal years beginning after December 15, 2019 and should be applied prospectively. The Company does not expect the new standard to have a material impact on its 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. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently assessing the effect, if any, that ASU 2018-13 will have on the disclosures to its consolidated financial statements.

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 to its 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 ASU is effective for fiscal years beginning after December 15, 2019 and for interim periods therein, with early adoption permitted. The Company does not expect the adoption of ASU 2018-17 to have a material impact on its 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. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company does not expect the adoption of ASU 2018-18 to have a material impact on 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. This guidance is effective for fiscal years beginning after December 15, 2020. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of this ASU on the Company’s consolidated financial statements and related disclosures.

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. ASU 2016-01 made targeted improvements to accounting for financial instruments, including providing an entity the ability to measure certain equity securities without a readily determinable fair value at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Among other topics, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting. 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.