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Variable Interest Entities
3 Months Ended
May 31, 2020
Variable Interest Entity [Abstract]  
Variable Interest Entities

(22)

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 June 2, 2020, this promissory note was amended and restated to allow EyeLock LLC to borrow up to $57,500. Through March 1, 2019, interest on the outstanding principal of the loan accrued at 10%. From March 1, 2019 forward, interest accrues 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 $55,740 as of May 31, 2020.

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 May 31, 2020 and February 29, 2020:

 

 

 

May 31,

2020

 

 

February 29,

2020

 

Assets

 

(unaudited)

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7

 

 

$

 

Accounts receivable, net

 

 

85

 

 

 

147

 

Inventory, net

 

 

2,292

 

 

 

2,052

 

Prepaid expenses and other current assets

 

 

217

 

 

 

313

 

Total current assets

 

 

2,601

 

 

 

2,512

 

Property, plant and equipment, net

 

 

52

 

 

 

69

 

Intangible assets, net

 

 

2,532

 

 

 

2,600

 

Other assets

 

 

60

 

 

 

76

 

Total assets

 

$

5,245

 

 

$

5,257

 

Liabilities and Partners' Deficit

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

2,024

 

 

$

2,086

 

Interest payable to VOXX

 

 

10,344

 

 

 

9,994

 

Accrued expenses and other current liabilities

 

 

423

 

 

 

252

 

Due to VOXX

 

 

55,740

 

 

 

54,074

 

Total current liabilities

 

 

68,531

 

 

 

66,406

 

Other long-term liabilities

 

 

1,200

 

 

 

1,200

 

Total liabilities

 

 

69,731

 

 

 

67,606

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Partners' deficit:

 

 

 

 

 

 

 

 

Capital

 

 

41,416

 

 

 

41,416

 

Retained losses

 

 

(105,902

)

 

 

(103,765

)

Total partners' deficit

 

 

(64,486

)

 

 

(62,349

)

Total liabilities and partners' deficit

 

$

5,245

 

 

$

5,257

 

 

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 months ended May 31, 2020 and 2019, respectively:

 

 

 

For the three months

ended May 31,

 

 

 

2020

 

 

2019

 

Net sales

 

$

97

 

 

$

21

 

Cost of sales

 

 

119

 

 

 

71

 

Gross profit

 

 

(22

)

 

 

(50

)

Operating expenses:

 

 

 

 

 

 

 

 

Selling

 

 

177

 

 

 

201

 

General and administrative

 

 

429

 

 

 

1,220

 

Engineering and technical support

 

 

1,155

 

 

 

1,365

 

Total operating expenses

 

 

1,761

 

 

 

2,786

 

Operating loss

 

 

(1,783

)

 

 

(2,836

)

Other expense:

 

 

 

 

 

 

 

 

Interest and bank charges

 

 

(354

)

 

 

(300

)

Total other expense, net

 

 

(354

)

 

 

(300

)

Loss before income taxes

 

 

(2,137

)

 

 

(3,136

)

Income tax expense

 

 

 

 

 

 

Net loss

 

$

(2,137

)

 

$

(3,136

)