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Variable Interest Entities
6 Months Ended
Aug. 31, 2019
Variable Interest Entity [Abstract]  
Variable Interest Entities

(21)

Variable Interest Entities

A variable interest entity ("VIE") is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. Under ASC 810 - Consolidation, an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both:

 

the power to direct the activities that most significantly impact the economic performance of the VIE; and

 

the right to receive benefits from, or the obligation to absorb losses of, the VIE that could be potentially significant to the VIE.

On September 1, 2015, Voxx acquired a majority voting interest in substantially all of the assets and certain specified liabilities of EyeLock, Inc. and EyeLock Corporation, a market leader of iris-based identity authentication solutions, through a newly-formed entity, EyeLock LLC. The Company issued EyeLock LLC a promissory note for the purposes of repaying protective advances and funding working capital requirements of the entity. On August 21, 2019, this promissory note was amended and restated to allow EyeLock LLC to borrow up to $55,000. Through March 1, 2019, interest on the outstanding principal of the loan accrued at 10%. From March 1, 2019 forward, interest will accrue at 2.5%. The amended and restated promissory note is due on August 31, 2020. The outstanding principal balance of this promissory note is convertible at the sole option of Voxx into units of EyeLock LLC. If Voxx chooses not to convert into equity, the outstanding loan principal of the amended and restated promissory note will be repaid at a multiple of 1.50 based on the repayment date. The agreement includes customary events of default and is collateralized by all of the property of EyeLock LLC.

We determined that we hold a variable interest in EyeLock LLC as a result of:

 

our majority voting interest and ownership of substantially all of the assets and certain liabilities of the entity; and

 

the loan agreement with EyeLock LLC, which has a total outstanding balance of $49,996 as of August 31, 2019.

We concluded that we became the primary beneficiary of EyeLock LLC on September 1, 2015 in conjunction with the acquisition. This was the first date on which we had the power to direct the activities that most significantly impact the economic performance of the entity because we acquired a majority interest in substantially all of the assets and certain liabilities of EyeLock, Inc. and EyeLock Corporation on this date, as well as obtained a majority voting interest as a result of this transaction.  Although we are considered to have control over EyeLock LLC under ASC 810, due to our majority ownership interest, the assets of EyeLock LLC can only be used to satisfy the obligations of EyeLock LLC. As a result of our majority ownership interest in the entity and our primary beneficiary conclusion, we consolidated EyeLock LLC within our consolidated financial statements beginning on September 1, 2015.

Assets and Liabilities of EyeLock LLC

The following table sets forth the carrying values of assets and liabilities of EyeLock LLC that were included on our Consolidated Balance Sheets as of August 31, 2019 and February 28, 2019:

 

 

 

August 31,

2019

 

 

February 28,

2019

 

Assets

 

(unaudited)

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

81

 

 

$

3

 

Accounts receivable, net

 

 

183

 

 

 

363

 

Inventory, net

 

 

303

 

 

 

(27

)

Receivables from vendors

 

 

16

 

 

 

 

Prepaid expenses and other current assets

 

 

242

 

 

 

322

 

Total current assets

 

 

825

 

 

 

661

 

Property, plant and equipment, net

 

 

90

 

 

 

120

 

Intangible assets, net

 

 

31,533

 

 

 

33,064

 

Other assets

 

 

166

 

 

 

253

 

Total assets

 

$

32,614

 

 

$

34,098

 

Liabilities and Partners' Deficit

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

350

 

 

$

1,122

 

Interest payable to VOXX

 

 

9,337

 

 

 

8,729

 

Accrued expenses and other current liabilities

 

 

864

 

 

 

1,030

 

Due to VOXX

 

 

49,996

 

 

 

44,937

 

Total current liabilities

 

 

60,547

 

 

 

55,818

 

Other long-term liabilities

 

 

1,200

 

 

 

1,200

 

Total liabilities

 

 

61,747

 

 

 

57,018

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Partners' deficit:

 

 

 

 

 

 

 

 

Capital

 

 

41,416

 

 

 

41,416

 

Retained losses

 

 

(70,549

)

 

 

(64,336

)

Total partners' deficit

 

 

(29,133

)

 

 

(22,920

)

Total liabilities and partners' deficit

 

$

32,614

 

 

$

34,098

 

 

Revenue and Expenses of EyeLock LLC

The following table sets forth the revenues and expenses of EyeLock LLC that were included in our Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and six months ended August 31, 2019, respectively:

 

 

 

For the three months

ended August 31,

 

 

For the six months

ended August 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net sales

 

$

253

 

 

$

93

 

 

$

274

 

 

$

216

 

Cost of sales

 

 

343

 

 

 

26

 

 

 

414

 

 

 

36

 

Gross profit

 

 

(90

)

 

 

67

 

 

 

(140

)

 

 

180

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

 

161

 

 

 

296

 

 

 

362

 

 

 

624

 

General and administrative

 

 

1,157

 

 

 

1,317

 

 

 

2,377

 

 

 

2,543

 

Engineering and technical support

 

 

1,354

 

 

 

1,828

 

 

 

2,719

 

 

 

3,618

 

Total operating expenses

 

 

2,672

 

 

 

3,441

 

 

 

5,458

 

 

 

6,785

 

Operating loss

 

 

(2,762

)

 

 

(3,374

)

 

 

(5,598

)

 

 

(6,605

)

Interest and bank charges

 

 

(315

)

 

 

(982

)

 

 

(615

)

 

 

(1,887

)

Loss before income taxes

 

 

(3,077

)

 

 

(4,356

)

 

 

(6,213

)

 

 

(8,492

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(3,077

)

 

$

(4,356

)

 

$

(6,213

)

 

$

(8,492

)