XML 25 R8.htm IDEA: XBRL DOCUMENT v3.19.1
ACQUISITIONS
12 Months Ended
Feb. 28, 2019
Business Combinations [Abstract]  
ACQUISITIONS

NOTE 2 – ACQUISITIONS

Tracker Network (UK) Limited

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

The following is a preliminary purchase price allocation as of February 28, 2019 (in thousands):

 

Purchase price

 

 

 

 

 

$

13,097

 

Less cash acquired, net of debt assumed

 

 

 

 

 

 

(66

)

Net cash paid

 

 

 

 

 

 

13,031

 

Less provisional amount of working capital claim against escrowed consideration

 

 

 

 

 

 

(840

)

Net consideration

 

 

 

 

 

 

12,191

 

Fair value of net assets and liabilities assumed:

 

 

 

 

 

 

 

 

Current assets other than cash

 

$

3,549

 

 

 

 

 

Property and equipment

 

 

1,835

 

 

 

 

 

Customer relationships

 

 

2,354

 

 

 

 

 

Trade name

 

 

2,354

 

 

 

 

 

Developed technology

 

 

1,830

 

 

 

 

 

Other non-current assets

 

 

104

 

 

 

 

 

Current liabilities

 

 

(3,030

)

 

 

 

 

Deferred revenue, current

 

 

(1,976

)

 

 

 

 

Deferred revenue, non-current

 

 

(1,186

)

 

 

 

 

Deferred tax liability, non-current

 

 

(963

)

 

 

 

 

Other non-current liabilities

 

 

(201

)

 

 

 

 

Total fair value of net assets acquired

 

 

 

 

 

 

4,670

 

Goodwill

 

 

 

 

 

$

7,521

 

 

We paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired, as we believe TRACKER’s highly recognizable brand and extensive law enforcement relationships across the United Kingdom will help us to drive our European expansion by leveraging our complete portfolio of telematics devices, cloud and software services to develop advanced connected car solutions targeting auto dealers, OEMs, insurance providers and other enterprise customers. This acquisition enables us to integrate our European operations around advanced SVR and telematics solutions to support key enterprise customer opportunities on a pan-European basis.

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

As of February 28, 2019, we incurred approximately $0.9 million of acquisition-related costs, primarily legal expenses, which were recorded as part of our general and administrative expenses.

TRACKER’s results of operations for the period between February 25 to 28, 2019 were not material. Pro forma financial statements for fiscal 2019 are not disclosed as the results are not material to our consolidated financial statements.

 

Car Track

 

On March 19, 2019, we acquired Car Track, S.A. de C.V., the exclusive licensee of LoJack technology for the Mexican market. Car Track will leverage our telematics and software-as-a-service solutions to expand product offering to its substantial subscriber base as well as serve auto dealers and OEMs, insurance providers and leasing companies throughout Mexico. The agreement is to purchase the 87.5% of the Car Track shares not currently owned by CalAmp for a purchase price of approximately $13.0 million. The initial 12.5% equity interest in Car Track with a carrying value of $1,700,000 as of February 28, 2019 was owned by LoJack Corporation prior to its acquisition by CalAmp in March 2016.

 

Car Track will be consolidated with our financial statements effective March 19, 2019 as a component of our Software and Subscription Services reportable segment. Given the short period between the acquisition effective date and the Form 10-K filing date, we were not able to complete the initial accounting as of the report filing date. Pro forma financial statements for fiscal 2019 are not disclosed as the results are not material to our consolidated financial statements.

 

Synovia

 

In April 2019, we acquired Synovia Solutions (“Synovia”), a North American market leader in fleet safety and management for K-12 school bus and state and local government fleets, for a total purchase price of $50 million. Combined with the recent acquisitions of TRACKER and Car Track, the Synovia acquisition expands our fleet management and vehicle safety services portfolio. This acquisition also accelerates our transformation to high-value subscription-based services.

 

Synovia will be consolidated with our financial statements effective April 12, 2019 as a component of our Software and Subscription Services reportable segment. Given the short period between the acquisition effective date and the Form 10-K filing date, we were not able to complete the initial accounting or prepare pro forma information for the business combination as of the report filing date.