0000950170-23-032381 | 10-Q | XBRL Viewer

Contingencies	3 Months Ended
May 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Contingencies	(23) Contingencies The Company is currently, and has in the past, been a party to various routine legal proceedings incident to the ordinary course of business. If management determines, based on the underlying facts and circumstances of each matter, that it is probable a loss will result from a litigation contingency and the amount of the loss can be reasonably estimated, the estimated loss is accrued for. The products the Company sells are continually changing as a result of improved technology. As a result, although the Company and its suppliers attempt to avoid infringing known proprietary rights, the Company may be subject to legal proceedings and claims for alleged infringement by patent, trademark, or other intellectual property owners. Any claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, divert management’s attention and resources, or require the Company to either enter into royalty or license agreements that are not advantageous to the Company, or pay material amounts of damages. In March 2007, the Company entered into a contract with Seaguard Electronics, LLC (“Seaguard”) relating to the Company’s purchase from Seaguard of a stolen vehicle recovery product and back-end services. In August 2018, Seaguard filed a demand for arbitration against the Company with the American Arbitration Association (“AAA”) alleging claims for breach of contract and patent infringement. Seaguard originally sought damages of approximately $10,000 and on the seventh day of an eight-day fact witness portion of the arbitration in June 2021, amended its damages demand to $40,000, which was effected by the service of Claimant’s notice dated July 14, 2021. On November 29, 2021, the Arbitrator issued an interim award (the “Interim Award”) with Seaguard prevailing on its breach of contract claim. The Company’s affirmative defenses relating to those claims, however, were denied in their entirety. Seaguard was awarded damages in the amount of $39,444 against the Company. On March 3, 2022, the Arbitrator issued a Partial Final Award on Bifurcated Issue in the amount of $39,444, plus $798 for its attorneys’ fees and costs. On March 11, 2022, the Arbitrator fixed the schedule of the patent portion of the bifurcated arbitration, with a trial date set for October 16, 2023. The Company has put its suppliers on notice of its indemnification rights with respect to the alleged infringing products. On March 14, 2022, Seaguard filed a Petition in the United States District Court, Central District of California, Western Division, to confirm the Partial Final Award. On April 25, 2022, the Company filed its opposition to Seaguard’s Petition to Confirm and a Counter-Petition to Vacate the Partial Final Award. On May 31, 2022, the Court ordered the matter taken under submission for decision without oral hearing. The court has issued an Order informing the parties that it will rule on the pending Petitions by August 3, 2023. During Fiscal 2022, the Company recorded an accrual for the interim arbitration award in the amount of $39,444. During the three months ended May 31, 2023 and 2022, the Company accrued charges of $986 in both periods, representing interest due on the award when paid, if confirmed and not vacated by the U.S. District Court or an appellate court. At May 31, 2023 and February 28, 2023, the Company had a total accrued balance of $44,375 and $43,388, respectively, on the accompanying Consolidated Balance Sheets related to the interim arbitration award.

Contingencies

3 Months Ended

May 31, 2023

Commitments and Contingencies Disclosure [Abstract]

(23) Contingencies

The Company is currently, and has in the past, been a party to various routine legal proceedings incident to the ordinary course of business. If management determines, based on the underlying facts and circumstances of each matter, that it is probable a loss will result from a litigation contingency and the amount of the loss can be reasonably estimated, the estimated loss is accrued for.

The products the Company sells are continually changing as a result of improved technology. As a result, although the Company and its suppliers attempt to avoid infringing known proprietary rights, the Company may be subject to legal proceedings and claims for alleged infringement by patent, trademark, or other intellectual property owners. Any claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, divert management’s attention and resources, or require the Company to either enter into royalty or license agreements that are not advantageous to the Company, or pay material amounts of damages.

In March 2007, the Company entered into a contract with Seaguard Electronics, LLC (“Seaguard”) relating to the Company’s purchase from Seaguard of a stolen vehicle recovery product and back-end services. In August 2018, Seaguard filed a demand for arbitration against the Company with the American Arbitration Association (“AAA”) alleging claims for breach of contract and patent infringement. Seaguard originally sought damages of approximately $10,000 and on the seventh day of an eight-day fact witness portion of the arbitration in June 2021, amended its damages demand to $40,000, which was effected by the service of Claimant’s notice dated July 14, 2021.

On November 29, 2021, the Arbitrator issued an interim award (the “Interim Award”) with Seaguard prevailing on its breach of contract claim. The Company’s affirmative defenses relating to those claims, however, were denied in their entirety. Seaguard was awarded damages in the amount of $39,444 against the Company. On March 3, 2022, the Arbitrator issued a Partial Final Award on Bifurcated Issue in the amount of $39,444, plus $798 for its attorneys’ fees and costs. On March 11, 2022, the Arbitrator fixed the schedule of the patent portion of the bifurcated arbitration, with a trial date set for October 16, 2023. The Company has put its suppliers on notice of its indemnification rights with respect to the alleged infringing products.

On March 14, 2022, Seaguard filed a Petition in the United States District Court, Central District of California, Western Division, to confirm the Partial Final Award. On April 25, 2022, the Company filed its opposition to Seaguard’s Petition to Confirm and a Counter-Petition to Vacate the Partial Final Award. On May 31, 2022, the Court

ordered the matter taken under submission for decision without oral hearing. The court has issued an Order informing the parties that it will rule on the pending Petitions by August 3, 2023.

During Fiscal 2022, the Company recorded an accrual for the interim arbitration award in the amount of $39,444. During the three months ended May 31, 2023 and 2022, the Company accrued charges of $986 in both periods, representing interest due on the award when paid, if confirmed and not vacated by the U.S. District Court or an appellate court. At May 31, 2023 and February 28, 2023, the Company had a total accrued balance of $44,375 and $43,388, respectively, on the accompanying Consolidated Balance Sheets related to the interim arbitration award.

- Definition

The entire disclosure for loss and gain contingencies. Describes any existing condition, situation, or set of circumstances involving uncertainty as of the balance sheet date (or prior to issuance of the financial statements) as to a probable or reasonably possible loss incurred by an entity that will ultimately be resolved when one or more future events occur or fail to occur, and typically discloses the amount of loss recorded or a range of possible loss, or an assertion that no reasonable estimate can be made.

+ References + Details

Consolidated Balance Sheets - USD ($) $ in Thousands	May 31, 2023	Feb. 28, 2023
Current assets:
Cash and cash equivalents	$ 5,235	$ 6,134
Accounts receivable, net	65,249	82,753
Inventory	184,355	175,129
Receivables from vendors	135	112
Due from GalvanEyes LLC (Note 20)	1,250
Prepaid expenses and other current assets	20,401	19,817
Income tax receivable	2,054	1,076
Total current assets	278,679	285,021
Investment securities	898	1,053
Equity investment	22,038	22,018
Property, plant and equipment, net	46,298	47,044
Operating lease, right of use assets	3,449	3,632
Goodwill	64,960	65,308
Intangible assets, net	88,525	90,437
Deferred income tax assets	1,202	1,218
Other assets	2,892	3,720
Total assets	508,941	519,451
Current liabilities:
Accounts payable	46,874	35,099
Accrued expenses and other current liabilities	41,220	41,856
Income taxes payable	1,884	2,276
Accrued sales incentives	17,662	21,778
Contingent consideration, current (Note 2)	4,500	4,500
Interim arbitration award payable (Note 23)	44,375	43,388
Contract liabilities, current	3,865	3,990
Current portion of long-term debt	1,568	500
Total current liabilities	161,948	153,387
Long-term debt, net of debt issuance costs	33,947	37,513
Finance lease liabilities, less current portion	31	63
Operating lease liabilities, less current portion	2,369	2,509
Deferred compensation	898	1,053
Deferred income tax liabilities	4,629	4,855
Other tax liabilities	854	966
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC (Note 20)	8,567	7,317
Other long-term liabilities	2,216	2,947
Total liabilities	215,459	210,610
Commitments and contingencies (Note 23)
Redeemable equity (Note 8)	4,041	4,018
Redeemable non-controlling interest (Note 2)	(62)	232
Stockholders' equity:
Preferred stock:
Paid-in capital	296,835	296,577
Retained earnings	87,259	97,997
Accumulated other comprehensive loss	(18,503)	(18,680)
Less: Treasury stock, at cost, 3,741,744 and 3,370,657 shares of Class A Common Stock at May 31, 2023 and February 28, 2023, respectively	(34,398)	(30,285)
Less: Redeemable equity	(4,041)	(4,018)
Total VOXX International Corporation stockholders' equity	327,420	341,859
Non-controlling interest	(37,917)	(37,268)
Total stockholders' equity	289,503	304,591
Total liabilities, redeemable equity, redeemable non-controlling interest, and stockholders' equity	508,941	519,451
Common Class A [Member]
Stockholders' equity:
Common stock	246	246
Common Class B [Member]
Stockholders' equity:
Common stock	$ 22	$ 22

Inventory - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands	May 31, 2023	Feb. 28, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 29,294	$ 28,048
Work in process	1,257	1,363
Finished goods	153,804	145,718
Inventory	$ 184,355	$ 175,129

Document and Entity Information Document - shares	3 Months Ended
Document and Entity Information Document - shares	May 31, 2023	Jul. 07, 2023
Document Information [Line Items]
Entity Registrant Name	VOXX International Corporation
Title of 12(b) Security	Class A Common Stock $.01 par value
Entity Trading Symbol	VOXX
Security Exchange Name	NASDAQ
Entity Central Index Key	0000807707
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--02-29
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	May 31, 2023
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Address, State or Province	FL
Entity File Number	0-28839
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-1964841
Entity Address, Address Line One	2351 J Lawson Blvd
Entity Address, City or Town	Orlando
Entity Address, Postal Zip Code	32824
City Area Code	800
Local Phone Number	645-7750
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		20,576,075
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,260,954

Other (Expense) Income - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Other Income and Expenses [Abstract]
Foreign currency loss attributable to re-measurements	$ 455	$ 2,664

Redeemable Non-controlling Interest - Rollforward of the Redeemable Non-controlling Interest (Details) $ in Thousands	3 Months Ended
	May 31, 2023 USD ($)
Business Acquisition [Line Items]
Balance at February 28, 2023	$ 232
Balance at May 31, 2023	(62)
Onkyo Home Entertainment Corporation [Member]
Business Acquisition [Line Items]
Balance at February 28, 2023	232
Net loss attributable to non-controlling interest	(317)
Comprehensive loss attributable to non-controlling interest	21
Foreign currency translation	2
Balance at May 31, 2023	$ (62)

Contingencies - Additional Information (Details) - USD ($) $ in Thousands				1 Months Ended	3 Months Ended
	Mar. 03, 2022	Nov. 29, 2021	Jul. 14, 2021	Jun. 30, 2021	May 31, 2023	May 31, 2022	Feb. 28, 2023	Feb. 28, 2022
Loss Contingencies [Line Items]
Loss contingency, damages awarded, value	$ 39,444
Loss contingency, fees and costs	$ 798
Accrued balance related to interim award					$ 44,375		$ 43,388	$ 39,444
Interim arbitration award					$ 986	$ 986
Breach of Contract Claim
Loss Contingencies [Line Items]
Loss contingency, damages sought, value			$ 40,000	$ 10,000
Loss contingency, damages awarded, value		$ 39,444

Redeemable Non-controlling Interest

3 Months Ended

May 31, 2023

Acquisitions And Dispositions [Abstract]

Redeemable Non-controlling Interest

(2) Redeemable Non-controlling Interest

On September 8, 2021, Onkyo Technology KK ("Onkyo"), a joint venture between the Company's subsidiary, Premium Audio Company LLC ("PAC"), and its partner Sharp Corporation ("Sharp"), completed a transaction to acquire certain assets of the home audio/video business of Onkyo Home Entertainment Corporation (“OHEC”). PAC owns 77.2% of the joint venture and has an 85.1% voting interest and Sharp owns 22.8% of the joint venture and has a 14.9% voting interest. The joint venture agreement between PAC and Sharp contains a put/call arrangement, whereby Sharp has the right to put its interest in the joint venture back to Voxx and Voxx has the right to call Sharp’s ownership interest in the joint venture at any time after the approval of Onkyo’s annual financial statements for the year ending February 28, 2025 at a purchase price based on a formula as defined in the joint venture agreement.

The Company has consolidated the financial results of Onkyo since the acquisition date for financial reporting purposes. The non-controlling interest has been classified as redeemable non-controlling interest outside of equity on the accompanying Consolidated Balance Sheets as the exercise of the put option is not within the Company’s control. The carrying value of the redeemable non-controlling interest of Onkyo cannot be less than the redemption amount, which is the amount Sharp will settle the put option for if exercised. Adjustments to reconcile the carrying value to the redemption amount are recorded immediately to retained earnings, but not net income. However, the redemption value adjustments are reflected in the earnings per share calculation. No adjustment was made to the carrying amount of the redeemable non-controlling interest at May 31, 2023 as the excess of the redemption amount over the carrying amount was minimal. The following table provides the rollforward of the redeemable non-controlling interest for the three months ended May 31, 2023:


	Redeemable Non-controlling Interest
Balance at February 28, 2023	$	232
Net loss attributable to non-controlling interest		(317	)
Comprehensive loss attributable to non-controlling interest		21
Foreign currency translation		2
Balance at May 31, 2023	$	(62	)

Fair Value Measurements and Derivatives - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	May 31, 2023	Feb. 28, 2023
Assets:
Cash and money market funds	$ 5,235	$ 6,134
Mutual funds	898	1,053
Derivatives designated for hedging	$ 147	$ 207
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Liabilities:
Contingent consideration	$ 4,500	$ 4,500
Mutual Funds [Member]
Assets:
Mutual funds	898	1,053
Level 1 [Member]
Assets:
Cash and money market funds	5,235	6,134
Derivatives designated for hedging	0	0
Liabilities:
Contingent consideration	0	0
Level 1 [Member] \| Mutual Funds [Member]
Assets:
Mutual funds	898	1,053
Level 2 [Member]
Assets:
Cash and money market funds	0	0
Derivatives designated for hedging	147	207
Liabilities:
Contingent consideration	0	0
Level 2 [Member] \| Mutual Funds [Member]
Assets:
Mutual funds	0	0
Level 3 [Member]
Assets:
Cash and money market funds	0	0
Derivatives designated for hedging	0	0
Liabilities:
Contingent consideration	4,500	4,500
Level 3 [Member] \| Mutual Funds [Member]
Assets:
Mutual funds	$ 0	$ 0

Supplemental Cash Flow Information

3 Months Ended

May 31, 2023

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information

(7) Supplemental Cash Flow Information

The following is supplemental information relating to the Unaudited Consolidated Statements of Cash Flows:


	Three months ended May 31,
	2023			2022
Non-cash investing and financing activities:
Recording of redeemable equity	$	(23	)	$	(133	)
Reclassification of stockholders' equity to redeemable equity		-			33
Gross issuance of shares		-			1
Right of use assets obtained in exchange for operating lease obligations		209			295
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	312		$	380
Operating cash flows from finance leases		1			1
Finance cash flows from finance leases		70			73
Cash paid during the period:
Interest (excluding bank charges)	$	994		$	238
Income taxes (net of refunds)		364			1,038

Fair Value Measurements and Derivatives - Additional Information (Details)				1 Months Ended	3 Months Ended
	May 31, 2023 USD ($) Derivative	Feb. 10, 2023 USD ($) Instalment	Sep. 08, 2021	Feb. 28, 2023 USD ($)	May 31, 2023 USD ($) Derivative	May 31, 2022 USD ($)	May 03, 2023
Derivative Instruments Gain Loss [Line Items]
Derivative, Fixed Interest Rate	3.43%				3.43%		3.43%
Foreign currency contracts settled date					Feb. 28, 2022
Amount excluded from assessment of hedge effectiveness						$ 0
Foreign currency contracts terminated \| Derivative	0				0
Onkyo Home Entertainment Corporation [Member]
Derivative Instruments Gain Loss [Line Items]
Contingent consideration payable, percentage of total price of certain future products purchases			2.00%
Bankruptcy filing date					May 13, 2022
Contingent consideration obligation settled		$ 6,000,000
Contingent consideration percentage relieves on future product purchases		2.00%
Contingent consideration obligation settled number of instalments \| Instalment		3
Contingent consideration obligation first installment				$ 1,500,000
Contingent consideration obligation remaining instalment	$ 4,500,000
Interest Rate Swap [Member]
Derivative Instruments Gain Loss [Line Items]
Current outstanding notional value	$ 5,990,000				$ 5,990,000

Accounting for Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended		12 Months Ended
	Feb. 06, 2023	Mar. 01, 2022	Jul. 08, 2019	Jul. 31, 2022	May 31, 2023	May 31, 2022	Feb. 28, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense					$ 258	$ 126
Patrick M. Lavelle [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Annual salary and cash bonus			$ 1,000
Stock based compensation expense					$ 23	23
Grant of market stock units maximum amount			$ 5,000
Maximum average stock price of grant market stock units			$ 5.49
Maximum increase amount of market stock units award			$ 5,000
Maximum threshold share price increases in value of award			$ 15.00
Estimated Maximum threshold share increases in value of award			333,333
Share-Based compensation arrangement by share based payment award grant of market stock units, vesting percentage		80.00%
Share-based compensation arrangement by share based payment award grant of market stock units vesting amount						4,000
Percentage of market stock units, remain outstanding					20.00%
Patrick M. Lavelle [Member] \| Common Class A [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting period			5 years
Stock based compensation expense					$ 0	0
Patrick M. Lavelle [Member] \| Common Class A [Member] \| March 1, 2021 [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional grant of shares under employment agreement			100,000
Patrick M. Lavelle [Member] \| Common Class A [Member] \| March 1, 2020 [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional grant of shares under employment agreement			100,000
Patrick M. Lavelle [Member] \| Common Class A [Member] \| March 1, 2022 [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional grant of shares under employment agreement			100,000
President [Member] \| Common Class A [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value	$ 10.66
Annual salary	$ 300
Allocated share-based compensation expense					97
President [Member] \| Common Class A [Member] \| Seventh Year [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional grant of shares under employment agreement	20,000
Restricted Stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated share-based compensation expense					258	$ 126
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized					$ 1,015
2014 Plan [Member] \| Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, expiration period							3 years
Share-based payment award vesting age of employee							65 years
Share-based Compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value					$ 0
Stock grants vested					79,401
Vested and unsettled awards, weighted average fair value					$ 5.75
2014 Plan [Member] \| Restricted Stock Units [Member] \| Employees [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock issued during period, shares, restricted stock award, gross				46,556
Share-based Compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value				$ 8.28
2014 Plan [Member] \| Restricted Stock Units [Member] \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award vesting required service period							10 years
2014 Plan [Member] \| Unsettled Stock Grants and RSU Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock grants vested					580,906
Vested and unsettled awards, weighted average fair value					$ 6.64
2012 Equity Incentive Plan [Member] \| Patrick M. Lavelle [Member] \| Common Class A [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Grant of initial shares under employment agreement			200,000

Supplemental Cash Flow Information - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Supplemental Cash Flow Information [Abstract]
Recording of redeemable equity	$ (23)	$ (133)
Reclassification of stockholders' equity to redeemable equity	0	33
Gross issuance of shares	0	1
Right of use assets obtained in exchange for operating lease obligations	209	295
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	312	380
Operating cash flows from finance leases	1	1
Finance cash flows from finance leases	70	73
Cash paid during the period:
Interest (excluding bank charges)	994	238
Income taxes (net of refunds)	$ 364	$ 1,038

Segment Reporting - Schedule of Segment Reporting Information by Segments (Details) - USD ($)
$ in Thousands

3 Months Ended

May 31, 2023

May 31, 2022

Segment Reporting Information [Line Items]

Net sales

$ 111,926

$ 128,732

Equity in income of equity investees

1,616

1,588

Interest expense and bank charges

1,546

730

Depreciation and amortization expense

3,247

3,117

(Loss) income before income taxes

^[1],[2]

(13,026)

(8,939)

Operating Segments [Member] | Automotive Electronics [Member]

Segment Reporting Information [Line Items]

Net sales

38,412

39,585

Equity in income of equity investees

1,616

1,588

Interest expense and bank charges

551

405

Depreciation and amortization expense

880

761

(Loss) income before income taxes

^[1],[2]

(1,278)

(491)

Operating Segments [Member] | Consumer Electronics [Member]

Segment Reporting Information [Line Items]

Net sales

73,330

88,937

Equity in income of equity investees

Interest expense and bank charges

2,064

1,967

Depreciation and amortization expense

1,463

1,804

(Loss) income before income taxes

^[1],[2]

(3,759)

527

Operating Segments [Member] | Biometrics [Member]

Segment Reporting Information [Line Items]

Net sales

100

103

Equity in income of equity investees

Interest expense and bank charges

428

433

Depreciation and amortization expense

(Loss) income before income taxes

^[1],[2]

(1,666)

(1,815)

Corporate, Non-Segment [Member]

Segment Reporting Information [Line Items]

Net sales

107

Equity in income of equity investees

Interest expense and bank charges

(1,497)

(2,075)

Depreciation and amortization expense

834

479

(Loss) income before income taxes

^[1],[2]

$ (6,323)

$ (7,160)

[1]	Included within (Loss) income before income taxes on Corporate/Eliminations for the three months ended May 31, 2023 and 2022 are foreign currency losses of $455 and $2,664, respectively, attributable to the Company's Onkyo subsidiary related to intercompany transactions and financial statement translation adjustments.
[2]	Included within (Loss) income before income taxes on Corporate/Eliminations for the three months ended May 31, 2023 and 2022 are interest charges of $986 in both periods, related to the Company's unfavorable interim arbitration award (see Note 23).

Capital Structure (Additional Information) (Details) $ in Thousands	3 Months Ended
	May 31, 2023 USD ($) shares
Equity [Abstract]
Repurchase of shares of common stock	371,087
Repurchase of shares of Class A Common Stock \| $	$ 4,113
Stock repurchase program, number of shares authorized to be repurchased	1,426,350

Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands

3 Months Ended

May 31, 2023

May 31, 2022

Feb. 28, 2023

Income Tax Disclosure [Abstract]

Income tax benefit

$ (1,321)

$ (1,092)

Unrecognized tax benefits, period increase (decrease)

$ 432

$ 164

Effective income tax rate, continuing operations

(10.10%)

(12.20%)

Income (loss) from continuing operations before income taxes, noncontrolling interest

^[1],[2]

$ (13,026)

$ (8,939)

Effective income tax rate reconciliation, at federal statutory income tax rate, percent

21.00%

Liability for uncertainty in income taxes, noncurrent

$ 854

$ 966

[1]	Included within (Loss) income before income taxes on Corporate/Eliminations for the three months ended May 31, 2023 and 2022 are foreign currency losses of $455 and $2,664, respectively, attributable to the Company's Onkyo subsidiary related to intercompany transactions and financial statement translation adjustments.
[2]	Included within (Loss) income before income taxes on Corporate/Eliminations for the three months ended May 31, 2023 and 2022 are interest charges of $986 in both periods, related to the Company's unfavorable interim arbitration award (see Note 23).

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Accounting for Stock-Based Compensation - Summary of Activity Related to Additional Stock Grants under Employment Agreement and RSU Grants under 2014 Plan (Details) - 2014 Plan [Member] - Restricted Stock Units [Member]	3 Months Ended
	May 31, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number \| shares	286,986
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period \| shares	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period \| shares	(79,401)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested and Settled in Period \| shares	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number \| shares	207,585
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value \| $ / shares	$ 7.70
Share-based Compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value \| $ / shares	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value \| $ / shares	5.75
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested and Settled Period, Weighted Average Grant Date Fair Value \| $ / shares	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value \| $ / shares	$ 8.44

Revenue from Contracts with Customers - Additional Information (Details) $ in Thousands	3 Months Ended
	May 31, 2023 USD ($) Segment	Feb. 28, 2023 USD ($)
Disaggregation Of Revenue [Line Items]
Contract with customer, right to recover product	$ 2,485	$ 2,513
Contract with customer, refund liability	5,179	5,181
Contract with customer, liability	$ 4,662	4,818
Number of reportable segments \| Segment	3
Contract liability to be recognized during the next twelve months	$ 3,865	$ 3,990
Telematic Subscription Services [Member] \| Directed LLC and Directed Electronics Canada Inc [Member]
Disaggregation Of Revenue [Line Items]
Contract with customer, liability	4,662
Contract liability to be recognized during the next twelve months	$ 3,900
Minimum [Member]
Disaggregation Of Revenue [Line Items]
Warrant period	30 days
Maximum [Member]
Disaggregation Of Revenue [Line Items]
Warrant period	3 years

Variable Interest Entity - Summary of Carrying Values of Assets and Liabilities Included in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	May 31, 2023	Feb. 28, 2023
Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 5,235	$ 6,134
Accounts receivable, net	65,249	82,753
Receivables from vendors	1,250
Prepaid expenses and other current assets	20,401	19,817
Total current assets	278,679	285,021
Property, plant and equipment, net	46,298	47,044
Intangible assets, net	88,525	90,437
Other assets	2,892	3,720
Total assets	508,941	519,451
Current portion of long-term debt	1,568	500
Total current liabilities	161,948	153,387
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC	8,567	7,317
Other long-term liabilities	2,216	2,947
Total liabilities	215,459	210,610
Commitments and contingencies
Retained earnings	87,259	97,997
Total liabilities, redeemable equity, redeemable non-controlling interest, and stockholders' equity	508,941	519,451
Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Cash and cash equivalents	0	158
Accounts receivable, net	8	520
Inventory, net	1,945	1,836
Receivables from vendors	4	1
Prepaid expenses and other current assets	77	92
Total current assets	3,284	2,607
Property, plant and equipment, net	7	9
Intangible assets, net	1,718	1,786
Other assets	6	8
Total assets	5,015	4,410
Accounts payable	810	864
Interest payable to VOXX	15,227	14,803
Accrued expenses and other current liabilities	361	296
Current portion of long-term debt	66,761	66,175
Total current liabilities	83,159	82,138
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC	8,567	7,317
Other long-term liabilities	1,200	1,200
Total liabilities	92,926	90,655
Commitments and contingencies
Capital	41,416	41,416
Retained earnings	(129,327)	(127,661)
Total partners' deficit	(87,911)	(86,245)
Total liabilities, redeemable equity, redeemable non-controlling interest, and stockholders' equity	5,015	$ 4,410
Variable Interest Entity, Primary Beneficiary [Member] \| GalvanEyes [Member]
Variable Interest Entity [Line Items]
Receivables from vendors	$ 1,250

Investment Securities (Tables)

3 Months Ended

May 31, 2023

Investment Securities [Abstract]

Summary of Investment Securities

As of May 31, 2023, and February 28, 2023, the Company had the following investments:


	May 31, 2023
	Fair Value
Investment Securities
Marketable Equity Securities
Mutual funds	$	898
Total Marketable Equity Securities		898
Total Investment Securities	$	898


	February 28, 2023
	Fair Value
Investment Securities
Marketable Equity Securities
Mutual funds	$	1,053
Total Marketable Securities		1,053
Total Investment Securities	$	1,053

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Cash flows from operating activities:
Net loss	$ (11,705)	$ (7,847)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	3,247	3,117
Amortization of debt discount	96	63
Bad debt expense (recovery)	16	(70)
Reduction in the carrying amount of the right of use asset	365	395
Gain on forward contracts	0	(63)
Equity in income of equity investees	(1,616)	(1,588)
Distribution of income from equity investees	1,596	926
Deferred income tax benefit	(232)	(935)
Non-cash compensation adjustment	(154)	(9)
Stock based compensation expense	258	126
Gain on disposal of property, plant, and equipment	(33)	0
Gain on sale of intangible asset	(450)	0
Changes in operating assets and liabilities:
Accounts receivable	17,401	22,105
Inventory	(9,321)	(7,543)
Receivables from vendors	(23)	145
Prepaid expenses and other	(1,086)	1,254
Investment securities-trading	154	9
Accounts payable, accrued expenses, accrued sales incentives, contract liabilities, and other liabilities	8,220	(31,092)
Income taxes payable	(1,480)	(1,260)
Net cash provided by (used in) operating activities	5,253	(22,267)
Cash flows from investing activities:
Purchases of property, plant, and equipment	(817)	(1,383)
Proceeds from sale of property, plant, and equipment	33	0
Net cash used in investing activities	(784)	(1,383)
Cash flows from financing activities:
Principal payments on finance lease obligation	(70)	(73)
Repayment of bank obligations	(39,546)	(24,499)
Borrowings on bank obligations	37,089	28,138
Deferred financing costs	(55)	0
Settlement of market stock unit awards	0	(4,000)
Withholding taxes paid on net issuance of stock award	0	(404)
Purchase of treasury stock	(4,113)	0
Net cash used in financing activities	(6,695)	(838)
Effect of exchange rate changes on cash	1,327	2,433
Net decrease in cash and cash equivalents	(899)	(22,055)
Cash and cash equivalents at beginning of period	6,134	27,788
Cash and cash equivalents at end of period	$ 5,235	$ 5,733

Variable Interest Entity - Additional Information (Details) - USD ($)		3 Months Ended	12 Months Ended
	Apr. 29, 2021	May 31, 2023	Feb. 28, 2019	Feb. 28, 2023
Variable Interest Entity [Line Items]
Notes, loans and financing receivable, net, noncurrent		1.50
Long-term debt, net of debt issuance costs		$ 33,947,000		$ 37,513,000
Distribution agreement liability amount		8,567,000		$ 7,317,000
GalvanEyes [Member]
Variable Interest Entity [Line Items]
Quarterly installment payment due amount receivable under distribution agreement		$ 1,250,000
GalvanEyes [Member] \| Put Arrangement [Member]
Variable Interest Entity [Line Items]
Equity interest percentage based on occurrence of certain events	20.00%	20.00%
Arrangement after initial period Term	2 years
EyeLock [Member] \| Exclusive Distribution Agreement [Member]
Variable Interest Entity [Line Items]
Distribution agreement term	3 years
EyeLock [Member] \| Call Arrangement [Member]
Variable Interest Entity [Line Items]
Equity interest percentage based on occurrence of certain events	20.00%
EyeLock [Member] \| GalvanEyes [Member] \| Exclusive Distribution Agreement [Member]
Variable Interest Entity [Line Items]
Annual fee receivable under distribution agreement subject to certain closing conditions	$ 10,000,000
Annual fee receivable under distribution agreement term	2 years
EyeLock [Member] \| GalvanEyes [Member] \| Maximum [Member] \| Exclusive Distribution Agreement [Member]
Variable Interest Entity [Line Items]
Quarterly fee receivable under distribution agreement subject to certain closing conditions	$ 5,000,000
Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Debt instrument, interest rate during period		2.50%	10.00%
Line of credit facility, maximum borrowing capacity		$ 71,200,000
Long-term debt, net of debt issuance costs		$ 66,761,000

Segment Reporting (Tables)

3 Months Ended

May 31, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information by Segments

Segment data for each of the Company's segments is presented below:


	Automotive Electronics			Consumer Electronics			Biometrics			Corporate/ Eliminations			Total
Three Months Ended May 31, 2023
Net sales	$	38,412		$	73,330		$	100		$	84		$	111,926
Equity in income of equity investees		1,616			—			—			—			1,616
Interest expense and bank charges		551			2,064			428			(1,497	)		1,546
Depreciation and amortization expense		880			1,463			70			834			3,247
Loss before income taxes (a) (b)		(1,278	)		(3,759	)		(1,666	)		(6,323	)		(13,026	)

Three Months Ended May 31, 2022
Net sales	$	39,585		$	88,937		$	103		$	107		$	128,732
Equity in income of equity investees		1,588			—			—			—			1,588
Interest expense and bank charges		405			1,967			433			(2,075	)		730
Depreciation and amortization expense		761			1,804			73			479			3,117
(Loss) income before income taxes (a) (b)		(491	)		527			(1,815	)		(7,160	)		(8,939	)

(a) Included within (Loss) income before income taxes on Corporate/Eliminations for the three months ended May 31, 2023 and 2022 are foreign currency losses of $455 and $2,664, respectively, attributable to the Company's Onkyo subsidiary related to intercompany transactions and financial statement translation adjustments.

(b) Included within (Loss) income before income taxes on Corporate/Eliminations for the three months ended May 31, 2023 and 2022 are interest charges of $986 in both periods, related to the Company's unfavorable interim arbitration award (see Note 23).

Inventory (Tables)

3 Months Ended

May 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories by major category are as follows:


	May 31, 2023		February 28, 2023
Raw materials	$	29,294	$	28,048
Work in process		1,257		1,363
Finished goods		153,804		145,718
Inventory	$	184,355	$	175,129

Fair Value Measurements and Derivatives - Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Foreign Exchange Forward [Member]
Derivative Instruments Gain Loss [Line Items]
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax		$ 0
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net		$ 63
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]		Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax
Interest Rate Swap [Member]
Derivative Instruments Gain Loss [Line Items]
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	$ (60)	$ 173
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	$ 0	$ 0

Revenue from Contracts with Customers

3 Months Ended

May 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

(22) Revenue from Contracts with Customers

The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 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.

Within our Automotive Electronics segment, while the majority of the contracts we enter into with Original Equipment Manufacturers (“OEMs”) 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.

Performance Obligations

The Company’s primary source of revenue is derived from the manufacture and distribution of consumer electronic, automotive electronic, and biometric products. Our consumer electronic products are primarily comprised of finished goods sold to retail and commercial customers, consisting of premium audio products and other consumer electronic products. Our automotive electronic products, some of which are manufactured by the Company, are sold both to OEM and aftermarket customers. Our biometric products, primarily consisting of finished goods, are 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. The majority of our revenue was recognized under the point in time approach for the three months ended May 31, 2023. Certain telematic subscription revenues generated by our Automotive Electronics segment are recognized over time. Contract terms with certain of our OEM customers could result in additional 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.

Under ASC 606, we are required to present a refund liability and a return asset within the Consolidated Balance Sheets. 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 Unaudited Consolidated Statements of Operations and Comprehensive Loss. As of May 31, 2023 and February 28, 2023, the balance of the return asset was $2,485 and $2,513, respectively, and the balance of the refund liability was $5,179 and $5,181, respectively, and are presented within Prepaid expenses and other current assets and Accrued expenses and other current liabilities, respectively, on the Consolidated Balance Sheets.

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. The Company had current and non-current contract liability balances totaling $4,662 at May 31, 2023 related to telematic subscription services of the Company’s DEI subsidiary. The following table provides a reconciliation of the Company’s contract liabilities as of May 31, 2023:



Balance at February 28, 2023	$	4,818
Subscription payments received		1,616
Revenue recognized		(1,772	)
Balance at May 31, 2023	$	4,662

Approximately $3,900 of the contract liability balance at May 31, 2023 will be recognized during the next twelve months. The Company had no contract asset balances at May 31, 2023 or February 28, 2023.

Disaggregation of Revenue

The Company operates in three reportable segments: Automotive Electronics, Consumer Electronics, and Biometrics. ASC 606 requires further disaggregation of an entity’s revenue. In the following table, the Company's net sales are disaggregated by segment and product type for the three months ended May 31, 2023 and 2022:


	Three months ended May 31,
	2023		2022
Automotive Electronics Segment
OEM Products	$	20,283	$	16,724
Aftermarket Products		18,129		22,861
Total Automotive Segment		38,412		39,585
Consumer Electronics Segment
Premium Audio Products		47,604		69,944
Other Consumer Electronic Products		25,726		18,993
Total Consumer Electronics Segment		73,330		88,937
Biometrics Segment
Biometric Products		100		103
Total Biometrics Segment		100		103
Corporate/Eliminations		84		107
Total Net Sales	$	111,926	$	128,732

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

New Accounting Pronouncements

3 Months Ended

May 31, 2023

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

(24) New Accounting Pronouncements

In March 2020 and January 2021, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and ASU No. 2021-01, “Reference Rate Reform: Scope,” respectively. Together, these ASU’s provide optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 provides, among other things, guidance that modifications of contracts within the scope of Topic 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; modifications of contracts within the scope of Topic 842, Leases, should be accounted for as a continuation of the existing contract; and, changes in the critical terms of hedging relationships caused by reference rate reform should not result in the de-designation of the instrument, provided certain criteria are met. ASU 2021-01 clarifies the scope and application of ASU 2020-04 and among other things, permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows. These optional expedients and exceptions are effective as of March 12, 2020 through December 31, 2024. Adoption is permitted at any time. The Company's Credit Facility with Wells Fargo transitioned to SOFR in conjunction with the amendment executed in February 2023 with no impact to the Company's consolidated financial statements. On May 1, 2023, VOXX HQ LLC, a wholly owned subsidiary of the Company, consented to a First Amendment to the Indenture of Trust relating to the Florida Industrial Revenue Bonds for the purpose of transitioning from a LIBOR based interest rate to a SOFR based interest rate (see Note 16). Effective May 3, 2023, VOXX HQ LLC also entered into an Amended and Restated Confirmation of Swap Transaction with Wells Fargo Bank N.A. related to the interest rate swap that hedges the Company's interest rate exposure on the Florida Industrial Revenue Bonds. The swap contract was amended to reference SOFR, as well as set a new fixed rate equal to 3.43%. (see Note 5).

In October 2021, the FASB issued ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts With Customers,” which amends the accounting for contract assets acquired and contract liabilities assumed from contracts with customers in business combinations (“acquired contract balances”). The update requires contract assets and contract liabilities from contracts with customers that are acquired in a business combination to be recognized and measured as if the acquirer had originated the original contract. Previously, acquired contract assets and liabilities were measured at fair value. The ASU is effective for fiscal years ending after December 15, 2022. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In June 2022, the FASB issued ASU No. 2022-03, "Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions," which clarifies and amends the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. The guidance will be effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. We do not expect the adoption to have a material impact on our consolidated financial statements.

In March 2023, the FASB issued ASU No. 2023-01, "Leases (Topic 842): Common Control Arrangements." The amendment clarifies the accounting for leasehold improvements associated with common control leases, by requiring that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset through a lease. Additionally, leasehold improvements associated with common control leases should be accounted for as a transfer between entities under common control through an adjustment to equity if, and when, the lessee no longer controls the use of the underlying asset. The guidance will be effective for annual and interim periods beginning after December 15, 2023. We do not expect the adoption to have a material impact on our consolidated financial statements.

In March 2023, the FASB issued ASU No. 2023-02, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investment Tax Credit Structures Using the Proportional Amortization Method." The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. This guidance will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact this update may have on its consolidated financial statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

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+ Details

Lease Obligations - Schedule of Maturities of Leases Liabilities (Details) - USD ($) $ in Thousands	May 31, 2023	Feb. 28, 2023
Operating Leases
2024	$ 968
2025	845
2026	588
2027	372
2028	244
Thereafter	784
Total lease payments	3,801
Less imputed interest	298
Total	3,503	$ 3,682
Finance Leases
2024	165
2025	31
2026	0
2027	0
2028	0
Thereafter	0
Total lease payments	196
Less imputed interest	1
Total	$ 195	$ 266

Consolidated Statements of Stockholders' Equity (Parenthetical) (Unaudited) - shares	3 Months Ended
	May 31, 2023	May 31, 2022
Percentage of cash settlement of market stock units upon vesting of award		80.00%
Repurchase of shares of common stock	371,087
Common Stock [Member]
Repurchase of shares of common stock	371,087
Common Class A [Member]
Shares issued upon vesting of stock awards		61,337

Fair Value Measurements and Derivatives

3 Months Ended

May 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements and Derivatives

(5) Fair Value Measurements and Derivatives

The Company applies the authoritative guidance on “Fair Value Measurements," which, among other things, requires enhanced disclosures about assets and liabilities 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.

The following table presents financial assets and liabilities measured at fair value on a recurring basis at May 31, 2023:


			Fair Value Measurements at Reporting Date Using
	Total		Level 1		Level 2		Level 3
Assets:
Cash and money market funds	$	5,235	$	5,235	$	-	$	-
Mutual funds		898		898		-		-
Derivatives designated for hedging		147		-		147		-

Liabilities:
Contingent consideration	$	4,500	$	-	$	-	$	4,500

The following table presents financial assets and liabilities measured at fair value on a recurring basis at February 28, 2023:


			Fair Value Measurements at Reporting Date Using
	Total		Level 1		Level 2		Level 3
Assets
Cash and money market funds	$	6,134	$	6,134	$	-	$	-
Mutual funds		1,053	$	1,053	$	-	$	-
Derivatives designated for hedging		207		-		207		-

Liabilities:
Contingent consideration	$	4,500		-		-		4,500

At May 31, 2023, 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 from market rates.

Contingent consideration is related to the Company’s Onkyo acquisition completed on September 8, 2021. The original terms of the contingent consideration payable to OHEC was based upon the calculation of 2% of the total price of certain future product purchases by PAC, as defined in the Asset Purchase Agreement ("APA"). Such payments were due to OHEC in perpetuity. The fair value of the contingent consideration is classified within Level 3 and was determined using an income approach, by estimating potential payments based on projections of future inventory purchases multiplied by the 2% payment and discounting them back to their present values using a weighted average cost of capital. A second discount rate was applied to account for the Company’s credit risk to arrive at the present value of the payments. As there was no set term and the payments were to be made in perpetuity, a one-stage Gordon Growth Model was used to account for expected payments made beyond the last year of projections.

On May 13, 2022, OHEC filed for bankruptcy protection in Japan. On February 10, 2023, the contingent consideration obligation was settled with the bankruptcy trustee of OHEC for $6,000. This settlement relieves Onkyo from the future payments of 2% of the total purchase price of certain future product purchases that were to be made in perpetuity. The $6,000 settlement amount is to be paid in three installments. The first installment of $1,500 was made in February 2023. The remaining installments, totaling $4,500 as of May 31, 2023, are expected to be made in Fiscal 2024 after the completion of the obligation of the bankruptcy trustee of OHEC under the settlement agreement.

The following table provides a rollforward of the Company's contingent consideration balance for the three months ended May 31, 2023:



Balance at February 28, 2023	$	4,500
Payments		-
Balance at May 31, 2023	$	4,500

Derivative Instruments

The Company’s derivative instruments include an interest rate swap agreement and have also included forward foreign currency contracts in prior periods. The Company’s interest rate swap agreement hedges interest rate exposure related to the outstanding balance of its Florida Industrial Revenue Bonds ("the Florida Mortgage"), with monthly payments due through March 2026. On May 3, 2023, VOXX HQ LLC entered into an Amended and Restated Confirmation of Swap Transaction with Wells Fargo Bank N.A. related to this interest rate swap. The swap contract was amended to reference the SOFR Rate in conjunction with an amendment to the Florida Mortgage which provided for a replacement benchmark from LIBOR to SOFR (see Note 16). The swap agreement locks the interest rate on the debt at 3.43% (inclusive of credit spread) through the maturity date of the loan.

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. Interest rate swaps are classified in the balance sheet as either assets or liabilities based on the fair value of the instruments at the end of the period.

When entered into, forward foreign currency contracts are utilized to hedge a portion of the Company’s foreign currency inventory purchases. 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). As of May 31, 2023, there are no open forward foreign currency contracts.

Financial Statement Classification

The following table discloses the fair value as of May 31, 2023 and February 28, 2023 of the Company’s derivative instruments:


	Derivative Assets and Liabilities
		Fair Value
	Account	May 31, 2023		February 28, 2023
Designated derivative instruments
Interest rate swap agreements	Other assets	$	147	$	207
Total derivatives		$	147	$	207

Cash Flow Hedges

The Company's policy is 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. For derivative instruments that are designated and qualify as cash flow hedges, the entire change in fair value of the hedging instrument included in the assessment of the hedge ineffectiveness is recorded to Other comprehensive income (loss).

When the amounts recorded in Other comprehensive income (loss) are reclassified to earnings, they are presented in the same income statement line item as the effect of the hedged item.

During Fiscal 2023 and through the first quarter of Fiscal 2024, the Company did not enter into any new forward foreign currency contracts. All forward foreign currency contracts entered into in prior years were fully settled as of February 28, 2022 and had been designated as cash flow hedges. The current outstanding notional value of the Company's interest rate swap at May 31, 2023 is $5,990. For cash flow hedges, the gain or loss is reported as a component of Other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The net income recognized in Other comprehensive income (loss) for foreign currency contracts settled in the fourth quarter of Fiscal 2022 were recognized in Cost of sales during the three months ended May 31, 2022. No amounts were excluded from the assessment of hedge effectiveness during the respective periods. The gain or loss on the Company’s interest rate swap is recorded in Other comprehensive income (loss) and subsequently reclassified into Interest and bank charges in the period in which the hedged transaction affects earnings. As of May 31, 2023, no interest rate swaps originally designated for hedge accounting were de-designated or terminated.

Activity related to cash flow hedges recorded during the three months ended May 31, 2023 and 2022 was as follows:


	Three months ended
	May 31, 2023
	Pretax Loss Recognized in Other Comprehensive Income			Pretax Gain (Loss) Reclassified from Accumulated Other Comprehensive Income
Cash flow hedges
Interest rate swaps	$	(60	)	$	-


	Three months ended
	May 31, 2022
	Pretax Gain Recognized in Other Comprehensive Income		Pretax Gain Reclassified from Accumulated Other Comprehensive Income
Cash flow hedges
Foreign currency contracts	$	—	$	63
Interest rate swaps		173		—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Segment Reporting

3 Months Ended

May 31, 2023

Segment Reporting [Abstract]

Segment Reporting

(21) Segment Reporting

The Company operates in three distinct segments based on our products and our internal organizational structure. The three operating segments, which are also the Company’s reportable segments, are Automotive Electronics, Consumer Electronics, and Biometrics.

Our Automotive Electronics segment designs, manufactures, markets and distributes rear-seat entertainment devices, remote start systems, automotive security, vehicle access systems, mobile interface modules, mobile multimedia devices, aftermarket/OE-styled radios, car link-smartphone telematics applications, driver distraction products, collision avoidance systems, automotive power accessories, power lift gates, location-based services, turn signal switches, automotive lighting products, automotive sensing and camera systems, USB ports, cruise control systems, heated seats, and satellite radio products.

Our Consumer Electronics segment designs, manufactures, markets and distributes home theater systems, A/V receivers; premium loudspeakers; outdoor speakers; business music systems; streaming music systems; cinema speakers; architectural speakers; wireless and Bluetooth speakers; soundbars; on-ear and in-ear headphones; wired, wireless, and Bluetooth headphones and ear buds; DLNA (Digital Living Network Alliance) compatible devices; T.V. remote controls; karaoke products; solar powered balcony systems; hearing aids and personal sound amplifiers; infant/nursery products; as well as A/V connectivity, portable/home charging, reception, and digital consumer products.

Our Biometrics segment designs, manufactures, markets, and distributes iris identification and biometric security related products.

The accounting principles applied at the consolidated financial statement level are generally the same as those applied at the operating segment level and there are no material intersegment sales. The segments are allocated interest expense, based upon a pre-determined formula, which utilizes a percentage of each operating segment's intercompany balance, which is offset in Corporate/Eliminations.

Segment data for each of the Company's segments is presented below:


	Automotive Electronics			Consumer Electronics			Biometrics			Corporate/ Eliminations			Total
Three Months Ended May 31, 2023
Net sales	$	38,412		$	73,330		$	100		$	84		$	111,926
Equity in income of equity investees		1,616			—			—			—			1,616
Interest expense and bank charges		551			2,064			428			(1,497	)		1,546
Depreciation and amortization expense		880			1,463			70			834			3,247
Loss before income taxes (a) (b)		(1,278	)		(3,759	)		(1,666	)		(6,323	)		(13,026	)

Three Months Ended May 31, 2022
Net sales	$	39,585		$	88,937		$	103		$	107		$	128,732
Equity in income of equity investees		1,588			—			—			—			1,588
Interest expense and bank charges		405			1,967			433			(2,075	)		730
Depreciation and amortization expense		761			1,804			73			479			3,117
(Loss) income before income taxes (a) (b)		(491	)		527			(1,815	)		(7,160	)		(8,939	)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

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+ Details

Revenue from Contracts with Customers - Reconciliation of Contract Liabilities (Details) $ in Thousands	3 Months Ended
	May 31, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Balance at February 28, 2023	$ 4,818
Subscription payments received	1,616
Revenue recognized	(1,772)
Balance at May 31, 2023	$ 4,662

Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	May 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 6,114
2025	5,877
2026	5,254
2027	3,484
2028	$ 3,056

Lease Obligations (Tables)

3 Months Ended

May 31, 2023

Leases [Abstract]

Schedule of Components of Lease Cost

The components of lease cost for the three months ended May 31, 2023 and 2022 were as follows:


	Three months ended May 31,
	2023		2022
Operating lease cost (a) (c)	$	365	$	395
Finance lease cost:
Amortization of right of use assets (a)		69		73
Interest on lease liabilities (b)		1		1
Total finance lease cost	$	70	$	74

(a)

Recorded within Selling, General and administrative, Engineering and technical support, and Cost of sales on the Unaudited Consolidated Statements of Operations and Comprehensive Loss.

(b)

Recorded within Interest and bank charges on the Unaudited Consolidated Statements of Operations and Comprehensive Loss.

(c)

Includes immaterial amounts related to variable rent expense.

Schedule of Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases is as follows:


	May 31, 2023			February 28, 2023
Operating Leases
Operating lease, right of use assets	$	3,449		$	3,632
Total operating lease right of use assets	$	3,449		$	3,632
Accrued expenses and other current liabilities	$	1,134		$	1,173
Operating lease liabilities, less current portion		2,369			2,509
Total operating lease liabilities	$	3,503		$	3,682
Finance Leases
Property, plant, and equipment, gross	$	2,754		$	2,754
Accumulated depreciation		(2,560	)		(2,491	)
Total finance lease right of use assets	$	194		$	263
Accrued expenses and other current liabilities	$	164		$	203
Finance lease liabilities, less current portion		31			63
Total finance lease liabilities	$	195		$	266
Weighted Average Remaining Lease Term
Operating leases	4.9 years			5.0 years
Finance leases	1.0 years			1.2 years
Weighted Average Discount Rate
Operating leases		3.93	%		3.83	%
Finance leases		3.51	%		3.51	%

Schedule of Maturities of Leases Liabilities

Maturities of lease liabilities on May 31 of each of the succeeding years are as follows:


	Operating Leases		Finance Leases
2024	$	968		165
2025		845		31
2026		588		—
2027		372		—
2028		244		—
Thereafter		784		—
Total lease payments		3,801		196
Less imputed interest		298		1
Total	$	3,503		195

Other (Expense) Income - Schedule of Other Nonoperating (Expense) Income (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Other Income and Expenses [Abstract]
Foreign currency loss, net	$ (987)	$ (2,366)
Interest income	17	5
Rental income	229	221
Miscellaneous	40	30
Total other, net	$ (701)	$ (2,110)

Investment Securities - Summary of Investment Securities (Details) - USD ($) $ in Thousands	May 31, 2023	Feb. 28, 2023
Gain (Loss) on Securities [Line Items]
Marketable Equity Securities	$ 898	$ 1,053
Investments, Fair Value Disclosure	898	1,053
Mutual Funds [Member]
Gain (Loss) on Securities [Line Items]
Marketable Equity Securities	898	1,053
Investments, Fair Value Disclosure	$ 898	$ 1,053

New Accounting Pronouncements - Additional Information (Details)	May 31, 2023	May 03, 2023
Accounting Policies [Abstract]
Derivative, Fixed Interest Rate	3.43%	3.43%

Accounting for Stock-Based Compensation

3 Months Ended

May 31, 2023

Accounting For Stock Based Compensation [Abstract]

Accounting for Stock-Based Compensation

(8) Accounting for Stock-Based Compensation

The Company has various stock-based compensation plans, which are more fully described in Note 1 of the Notes to the Consolidated Financial Statements contained in the Company’s Form 10-K for the fiscal year ended February 28, 2023.

Restricted stock awards are granted pursuant to the Company's 2012 Equity Incentive Plan (the "2012 Plan"). 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.

The Company's Omnibus Equity Incentive Plan was established in 2014 (the "2014 Plan"). Pursuant to the 2014 Plan, Restricted Stock Units ("RSUs") may be awarded by the Company to any individual who is employed by, provides services to, or serves as a director of the Company or its affiliates. RSUs vest on the later of three years from the date of grant, or the grantee reaching the age of 65 years. The RSU awards will also vest upon the sale of all of the Company's issued and outstanding stock, the sale of all, or substantially all, of the assets of a subsidiary of which the grantee serves as CEO and/or President, or the termination of the grantee's employment without cause, provided that the grantee, at the time of termination, has been employed for at least 10 years. When vested, RSU awards may be settled in shares of Class A Common Stock or in cash, at the Company's sole option. There are no market conditions inherent in an RSU award, only the employee performance requirement for performance awards, and the service requirement that the respective employee continues employment with the Company through the vesting date. In July 2022, the Company granted 46,556 RSU awards to employees under the 2014 Plan. The Company expenses the cost of RSU awards on a straight-line basis over the requisite service period of each grantee. For these purposes, the fair market value of each RSU is determined based on the mean of the high and low price of the Company's common stock on the grant date. The fair market value of each RSU granted in July 2022 was $8.28.

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 Chief Executive Officer. Under the terms of the Employment Agreement, in addition to a $1,000 annual salary and a cash bonus based on the Company’s Adjusted EBITDA, Mr. Lavelle was granted the right to receive certain stock-based compensation as discussed below:

An initial stock grant of 200,000 fully vested shares of Class A Common Stock issued in July 2019 under the 2012 Plan.

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. For the three months ended May 31, 2023 and May 31, 2022, there was no remaining compensation expense recognized related to these awards, as all awards have been vested and settled.

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 total number of shares to be issued related to the MSU's based upon achievement of the maximum award value of $5,000, and if issued at $15.00 per share, was estimated at 333,333 shares. The award may be settled in shares or in cash upon mutual agreement between the Company and Mr. Lavelle. Actual results may differ based upon when the high average stock price is achieved and settled. We recognized stock-based compensation expense of $23 during both the three months ended May 31, 2023 and 2022 related to these MSU’s using the graded vesting attribution method over the performance period. On March 1, 2022, 80% of this MSU award vested and was settled in cash, resulting in a payment made to Mr. Lavelle in the amount of $4,000 during the three months ended May 31, 2022. As of May 31, 2023, 20% of the MSU’s remain outstanding.

All 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 shares issued 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 Sheets at grant-date fair value. RSUs previously held by Mr. Lavelle under the 2014 Plan and shares 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.

Grant of Shares to President

On February 6, 2023, Voxx appointed Beat Kahli, the Company’s largest holder of Class A Common Stock, President of the Company. The Company entered into an employment agreement with Mr. Kahli effective February 6, 2023 with a term ending on February 29, 2024. Under the terms of the employment agreement, in addition to a $300 yearly salary, Mr. Kahli was granted the right to receive stock-based compensation in the form of a stock grant of 20,000 shares of the Company's Class A Common Stock to be issued on each of June 30, 2023, September 30, 2023, December 31, 2023 and March 31, 2024. We recognized stock-based compensation expense of $97 during the three months ended May 31, 2023. The grant fair value of these shares was $10.66 per share and compensation expense is recorded using the graded vesting attribution method.

The following table presents a summary of the activity related to the additional stock grants under the Employment Agreement, and RSU grants under the 2014 Plan for the three months ended May 31, 2023:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested award balance at February 28, 2023		286,986		$	7.70
Granted		—			—
Vested		(79,401	)		5.75
Vested and settled		—			—
Unvested award balance at May 31, 2023		207,585		$	8.44

At May 31, 2023, there were 580,906 vested and unsettled RSU awards under the Company’s 2014 Plan with a weighted average fair value of $6.64.

During the three months ended May 31, 2023 and 2022, the Company recorded $258 and $126, respectively, in total stock-based compensation related to the 2014 Plan, as well as MSU’s under the Employment Agreement and stock grants under the President's employment agreement. As of May 31, 2023, there was approximately $1,015 of unrecognized stock-based compensation expense related to unvested RSU awards, MSU’s, and stock grants.

Net Loss Per Common Share - Additional Information (Details) - shares	3 Months Ended
	May 31, 2023	May 31, 2022
Net Income Per Common Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	295,582	368,826

Product Warranties and Product Repair Costs

3 Months Ended

May 31, 2023

Payables And Accruals Warranties [Abstract]

Product Warranties and Product Repair Costs

(15) Product Warranties and Product Repair Costs

The following table provides a summary of the activity with respect to product warranties and product repair costs. The liability for product warranties is included within Accrued expenses and other current liabilities and the reserve for product repair costs is recorded as a reduction of Inventory on the Consolidated Balance Sheets.


	Three months ended May 31,
	2023			2022
Opening balance	$	6,759		$	5,622
Liabilities for warranties accrued during the period		1,302			1,998
Warranty claims settled during the period		(1,108	)		(1,352	)
Ending balance	$	6,953		$	6,268

Accumulated Other Comprehensive Loss - Additional Information (Details) - Foreign Currency Translation Gains [Member] $ in Thousands	3 Months Ended
	May 31, 2023 USD ($)
Accumulated Other Comprehensive Income Loss [Line Items]
Other comprehensive (loss) income before reclassifications	$ 238
Intercompany Transactions Of Long Term Investment Nature [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Other comprehensive (loss) income before reclassifications	119
Translating Financial Statements [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Other comprehensive (loss) income before reclassifications	$ 119

Variable Interest Entity (Tables) - Variable Interest Entity, Primary Beneficiary [Member]

3 Months Ended

May 31, 2023

Variable Interest Entity [Line Items]

Summary of Carrying Values of Assets and Liabilities Included in Consolidated Balance Sheets

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, 2023 and February 28, 2023:


	May 31, 2023			February 28, 2023
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	—		$	158
Accounts receivable, net		8			520
Inventory, net		1,945			1,836
Receivables from vendors		4			1
Due from GalvanEyes LLC		1,250			—
Prepaid expenses and other current assets		77			92
Total current assets		3,284			2,607
Property, plant and equipment, net		7			9
Intangible assets, net		1,718			1,786
Other assets		6			8
Total assets	$	5,015		$	4,410
Liabilities and Partners' Deficit
Current liabilities:
Accounts payable	$	810		$	864
Interest payable to VOXX		15,227			14,803
Accrued expenses and other current liabilities		361			296
Due to VOXX		66,761			66,175
Total current liabilities		83,159			82,138
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC		8,567			7,317
Other long-term liabilities		1,200			1,200
Total liabilities		92,926			90,655
Commitments and contingencies
Partners' deficit:
Capital		41,416			41,416
Retained losses		(129,327	)		(127,661	)
Total partners' deficit		(87,911	)		(86,245	)
Total liabilities and partners' deficit	$	5,015		$	4,410

Summary of Revenues and Expenses Included in Consolidated Statements of Operations and Comprehensive Income (Loss)

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 for the three months ended May 31, 2023 and 2022:


	For the three months ended May 31,
	2023			2022
Net sales	$	100		$	103
Cost of sales		52			78
Gross profit		48			25
Operating expenses:
Selling		189			165
General and administrative		439			373
Engineering and technical support		658			869
Total operating expenses		1,286			1,407
Operating loss		(1,238	)		(1,382	)
Other expense:
Interest and bank charges		(428	)		(433	)
Other, net		—			—
Total other expense, net		(428	)		(433	)
Loss before income taxes		(1,666	)		(1,815	)
Income tax expense		—			—
Net loss	$	(1,666	)	$	(1,815	)

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

May 31, 2023

May 31, 2022

Income Statement [Abstract]

Net sales

$ 111,926

$ 128,732

Cost of sales

84,346

95,493

Gross profit

27,580

33,239

Operating expenses:

Selling

11,166

12,285

General and administrative

19,486

19,130

Engineering and technical support

8,337

8,389

Acquisition costs

136

Total operating expenses

38,989

39,940

Operating loss

(11,409)

(6,701)

Other (expense) income:

Interest and bank charges

(1,546)

(730)

Equity in income of equity investee

1,616

1,588

Interim arbitration award (see Note 23)

(986)

Other, net

(701)

(2,110)

Total other expense, net

(1,617)

(2,238)

Loss before income taxes

^[1],[2]

(13,026)

(8,939)

Income tax benefit

(1,321)

(1,092)

Net loss

(11,705)

(7,847)

Less: net loss attributable to non-controlling interest

(967)

(1,320)

Net loss attributable to VOXX International Corporation and Subsidiaries

(10,738)

(6,527)

Other comprehensive income (loss):

Foreign currency translation adjustments

238

(1,494)

Derivatives designated for hedging

(60)

Pension plan adjustments

(1)

Other comprehensive income (loss), net of tax

177

(1,375)

Comprehensive loss attributable to VOXX International Corporation and Subsidiaries

$ (10,561)

$ (7,902)

Loss per share - basic: Attributable to VOXX International Corporation and Subsidiaries

$ (0.45)

$ (0.27)

Loss per share - diluted: Attributable to VOXX International Corporation and Subsidiaries

$ (0.45)

$ (0.27)

Weighted-average common shares outstanding (basic)

23,795,718

24,412,462

Weighted-average common shares outstanding (diluted)

23,795,718

24,412,462

[1]	Included within (Loss) income before income taxes on Corporate/Eliminations for the three months ended May 31, 2023 and 2022 are foreign currency losses of $455 and $2,664, respectively, attributable to the Company's Onkyo subsidiary related to intercompany transactions and financial statement translation adjustments.
[2]	Included within (Loss) income before income taxes on Corporate/Eliminations for the three months ended May 31, 2023 and 2022 are interest charges of $986 in both periods, related to the Company's unfavorable interim arbitration award (see Note 23).

Lease Obligations - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	May 31, 2023	Feb. 28, 2023
Operating Leases
Operating lease, right of use assets	$ 3,449	$ 3,632
Total operating lease right of use assets	3,449	3,632
Accrued expenses and other current liabilities	1,134	1,173
Operating lease liabilities, less current portion	2,369	2,509
Total operating lease liabilities	3,503	3,682
Finance Leases
Property, plant, and equipment, gross	2,754	2,754
Accumulated depreciation	(2,560)	(2,491)
Total finance lease right of use assets	$ 194	$ 263
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net
Accrued expenses and other current liabilities	$ 164	$ 203
Finance lease liabilities, less current portion	31	63
Total finance lease liabilities	$ 195	$ 266
Weighted Average Remaining Lease Term
Operating leases	4 years 10 months 24 days	5 years
Finance leases	1 year	1 year 2 months 12 days
Weighted Average Discount Rate
Operating leases	3.93%	3.83%
Finance leases	3.51%	3.51%

Goodwill and Intangible Assets - Schedule of Intangible Assets, Excluding Goodwill (Details) - USD ($) $ in Thousands	May 31, 2023	Feb. 28, 2023
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 103,810	$ 104,121
Finite-Lived Intangible Assets, Accumulated Amortization	71,212	69,592
Finite-Lived Intangible Assets, Net	32,598	34,529
Intangible assets, net	88,525	90,437
Trademarks [Member]
Goodwill and Intangible Assets [Line Items]
Indefinite-lived Intangible Assets (Excluding Goodwill)	55,927	55,908
Customer Relationships [Member]
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	53,819	53,790
Finite-Lived Intangible Assets, Accumulated Amortization	43,607	42,786
Finite-Lived Intangible Assets, Net	10,212	11,004
Trademarks/Tradenames [Member]
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	20,982	21,205
Finite-Lived Intangible Assets, Accumulated Amortization	3,796	3,360
Finite-Lived Intangible Assets, Net	17,186	17,845
Developed Technology [Member]
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	19,317	19,434
Finite-Lived Intangible Assets, Accumulated Amortization	14,937	14,645
Finite-Lived Intangible Assets, Net	4,380	4,789
Patents [Member]
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	6,736	6,736
Finite-Lived Intangible Assets, Accumulated Amortization	5,916	5,845
Finite-Lived Intangible Assets, Net	820	891
License [Member]
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	1,400	1,400
Finite-Lived Intangible Assets, Accumulated Amortization	1,400	1,400
Finite-Lived Intangible Assets, Net	0	0
Contracts [Member]
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	1,556	1,556
Finite-Lived Intangible Assets, Accumulated Amortization	1,556	1,556
Finite-Lived Intangible Assets, Net	$ 0	$ 0

Basis of Presentation

3 Months Ended

May 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

(1) Basis of Presentation

The accompanying unaudited interim consolidated financial statements of VOXX International Corporation and Subsidiaries ("Voxx" or the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 270 for interim financial information, and in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and include all adjustments (consisting of normal recurring adjustments), which, in the opinion of management, are necessary to present fairly the consolidated financial position, results of operations, changes in stockholders’ equity, and cash flows for all periods presented. The results of operations are not necessarily indicative of the results to be expected for the full fiscal year or any interim period. These unaudited consolidated financial statements do not include all disclosures associated with audited consolidated financial statements prepared in accordance with GAAP. Accordingly, these statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto contained in the Company's Form 10-K for the fiscal year ended February 28, 2023.

We operate in three reportable segments: Automotive Electronics, Consumer Electronics, and Biometrics. See Note 21 for the Company's segment reporting disclosures.

Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

May 31, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The Company’s accumulated other comprehensive loss consists of the following:


	Foreign Currency Translation Losses			Pension plan adjustments, net of tax			Derivatives designated in a hedging relationship, net of tax			Total
Balance at February 28, 2023	$	(18,567	)	$	(321	)	$	208		$	(18,680	)
Other comprehensive income (loss) before reclassifications		238			(1	)		(60	)		177
Reclassified from accumulated other comprehensive loss		—			—			—			—
Net current-period other comprehensive income (loss)		238			(1	)		(60	)		177
Balance at May 31, 2023	$	(18,329	)	$	(322	)	$	148		$	(18,503	)

Net Loss Per Common Share

3 Months Ended

May 31, 2023

Net Income Per Common Share [Abstract]

Net Loss Per Common Share

(3) Net Loss Per Common Share

Basic net loss per common share attributable to VOXX International Corporation is calculated by dividing net income attributable to Voxx, adjusted to reflect changes in the redemption value of redeemable non-controlling interest, by the weighted-average common shares outstanding during the period. The diluted net loss per common share computation 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.

A reconciliation between the denominator of basic and diluted net loss per common share is as follows:


	Three months ended May 31,
	2023		2022
Weighted-average common shares outstanding (basic)		23,795,718		24,412,462
Effect of dilutive securities:
Restricted stock units, market stock units, and stock grants		—		—
Weighted-average common shares and potential common shares outstanding (diluted)		23,795,718		24,412,462

Restricted stock units, market stock units, and stock grants of 295,582 and 368,826 for the three months ended May 31, 2023 and 2022, respectively, were not included in the net loss per diluted share calculation because the grant price of the restricted stock units, market stock units, 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.

Variable Interest Entity - Summary of Revenues and Expenses Included in Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($)
$ in Thousands

3 Months Ended

May 31, 2023

May 31, 2022

Variable Interest Entity [Line Items]

Net sales

$ 111,926

$ 128,732

Cost of sales

84,346

95,493

Gross profit

27,580

33,239

Selling

11,166

12,285

General and administrative

19,486

19,130

Engineering and technical support

8,337

8,389

Total operating expenses

38,989

39,940

Operating loss

(11,409)

(6,701)

Interest and bank charges

(1,546)

(730)

Other, net

(701)

(2,110)

Total other expense, net

(1,617)

(2,238)

Loss before income taxes

^[1],[2]

(13,026)

(8,939)

Income tax expense

(1,321)

(1,092)

Net loss

(11,705)

(7,847)

Variable Interest Entity, Primary Beneficiary [Member]

Variable Interest Entity [Line Items]

Net sales

100

103

Cost of sales

Gross profit

Selling

189

165

General and administrative

439

373

Engineering and technical support

658

869

Total operating expenses

1,286

1,407

Operating loss

(1,238)

(1,382)

Interest and bank charges

(428)

(433)

Other, net

Total other expense, net

(428)

(433)

Loss before income taxes

(1,666)

(1,815)

Income tax expense

Net loss

$ (1,666)

$ (1,815)

[1]	Included within (Loss) income before income taxes on Corporate/Eliminations for the three months ended May 31, 2023 and 2022 are foreign currency losses of $455 and $2,664, respectively, attributable to the Company's Onkyo subsidiary related to intercompany transactions and financial statement translation adjustments.
[2]	Included within (Loss) income before income taxes on Corporate/Eliminations for the three months ended May 31, 2023 and 2022 are interest charges of $986 in both periods, related to the Company's unfavorable interim arbitration award (see Note 23).

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Disaggregation Of Revenue [Line Items]
Net sales	$ 111,926	$ 128,732
Corporate, Non-Segment [Member]
Disaggregation Of Revenue [Line Items]
Net sales	84	107
Automotive [Member] \| Operating Segments [Member]
Disaggregation Of Revenue [Line Items]
Net sales	38,412	39,585
Automotive [Member] \| Operating Segments [Member] \| OEM Products [Member]
Disaggregation Of Revenue [Line Items]
Net sales	20,283	16,724
Automotive [Member] \| Operating Segments [Member] \| Aftermarket Products [Member]
Disaggregation Of Revenue [Line Items]
Net sales	18,129	22,861
Consumer Electronics [Member] \| Operating Segments [Member]
Disaggregation Of Revenue [Line Items]
Net sales	73,330	88,937
Consumer Electronics [Member] \| Operating Segments [Member] \| Premium Audio Products [Member]
Disaggregation Of Revenue [Line Items]
Net sales	47,604	69,944
Consumer Electronics [Member] \| Operating Segments [Member] \| Other Consumer Electronic Products [Member]
Disaggregation Of Revenue [Line Items]
Net sales	25,726	18,993
Biometrics [Member] \| Operating Segments [Member]
Disaggregation Of Revenue [Line Items]
Net sales	100	103
Biometrics [Member] \| Operating Segments [Member] \| Biometric Products [Member]
Disaggregation Of Revenue [Line Items]
Net sales	$ 100	$ 103

Capital Structure

3 Months Ended

May 31, 2023

Equity [Abstract]

Capital Structure

(19) Capital Structure

The Company's capital structure is as follows:


			Shares Authorized				Shares Outstanding
Security	Par Value		May 31, 2023		February 28, 2023		May 31, 2023		February 28, 2023		Voting Rights per Share		Liquidation Rights
Preferred Stock	$	50.00		50,000		50,000		—		—		—	$50 per share
Series Preferred Stock	$	0.01		1,500,000		1,500,000		—		—		—		—
Class A Common Stock	$	0.01		60,000,000		60,000,000		20,796,440		21,167,527		1	Ratably with Class B
Class B Common Stock	$	0.01		10,000,000		10,000,000		2,260,954		2,260,954		10	Ratably with Class A
Treasury Stock at cost	at cost			3,741,744		3,370,657	N/A		N/A		N/A

During the three months ended May 31, 2023, the Company repurchased 371,087 shares of Class A common stock for an aggregate cost of $4,113. As of May 31, 2023, 1,426,350 shares of the Company’s Class A common stock are authorized to be repurchased in the open market.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Net Loss Per Common Share - Reconciliation Between Denominator of Basic and Diluted Net Loss Per Common Share (Details) - shares	3 Months Ended
	May 31, 2023	May 31, 2022
Net Income Per Common Share [Abstract]
Weighted-average common shares outstanding (basic)	23,795,718	24,412,462
Restricted stock units, market stock units, and stock grants	0	0
Weighted-average common shares and potential common shares outstanding (diluted)	23,795,718	24,412,462

Research and Development

3 Months Ended

May 31, 2023

Research and Development [Abstract]

Research and Development

(10) Research and Development

Expenditures for research and development are charged to expense as incurred. Such expenditures amounted to $2,376 for the three months ended May 31, 2023, compared to $2,569 for the three months ended May 31, 2022. All amounts are net of customer reimbursements and are included within Engineering and technical support expenses on the Unaudited Consolidated Statements of Operations and Comprehensive Loss.

Accumulated Other Comprehensive Loss

3 Months Ended

May 31, 2023

Other Comprehensive Income [Abstract]

Accumulated Other Comprehensive Loss

(6) Accumulated Other Comprehensive Loss

The Company’s accumulated other comprehensive loss consists of the following:


	Foreign Currency Translation Losses			Pension plan adjustments, net of tax			Derivatives designated in a hedging relationship, net of tax			Total
Balance at February 28, 2023	$	(18,567	)	$	(321	)	$	208		$	(18,680	)
Other comprehensive income (loss) before reclassifications		238			(1	)		(60	)		177
Reclassified from accumulated other comprehensive loss		—			—			—			—
Net current-period other comprehensive income (loss)		238			(1	)		(60	)		177
Balance at May 31, 2023	$	(18,329	)	$	(322	)	$	148		$	(18,503	)

For the three months ended May 31, 2023, there were no taxes recorded related to derivatives designated in a hedging relationship or pension plan adjustments within Other comprehensive income (loss).

The other comprehensive (loss) income before reclassification related to foreign currency translation gains of $238 includes the remeasurement of intercompany transactions of a long-term investment nature of $119 with certain subsidiaries whose functional currency is not the U.S. dollar, and $119 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.

Consolidated Balance Sheets (Parenthetical) - $ / shares	May 31, 2023	Feb. 28, 2023
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Treasury stock, shares	3,741,744	3,370,657
Common Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	60,000,000	60,000,000
Common stock, shares issued	24,538,184	24,538,184
Common stock, shares outstanding	20,796,440	21,167,527
Treasury stock, shares	3,741,744	3,370,657
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	10,000,000	10,000,000
Common stock, shares issued	2,260,954	2,260,954
Common stock, shares outstanding	2,260,954	2,260,954

Financing Arrangements

3 Months Ended

May 31, 2023

Debt Disclosure [Abstract]

Financing Arrangements

(16) Financing Arrangements

The Company has the following financing arrangements:


	May 31, 2023		February 28, 2023
Debt
Domestic credit facility (a)	$	25,583	$	29,000
Florida mortgage (b)		5,990		6,115
Euro asset-based lending obligation - VOXX Germany (c)		1,068		—
Shareholder loan payable to Sharp (d)		4,014		4,079
Total debt		36,655		39,194
Less: current portion of long-term debt		1,568		500
Long-term debt		35,087		38,694
Less: debt issuance costs		1,140		1,181
Total long-term debt, net of debt issuance costs	$	33,947	$	37,513

(a)

Domestic Credit Facility

The Company has a senior secured credit facility (the "Credit Facility") with Wells Fargo Bank, N.A. ("Wells Fargo") that provides for a revolving credit facility with committed availability of up to $165,000. The Credit Facility also includes a $50,000 sublimit for letters of credit and a $15,000 sublimit for Swing Loans. The availability under the revolving credit line within the Credit Facility is subject to a borrowing base, which is based on eligible accounts receivable, eligible inventory and certain real estate, subject to reserves as determined by the lender, and is also limited by amounts outstanding under the Florida Mortgage (see Note 16(b)). The availability under the revolving credit line of the Credit Facility was $71,298 as of May 31, 2023.

All amounts outstanding under the Credit Facility will mature and become due on April 19, 2026; however, it is subject to acceleration upon the occurrence of an Event of Default as defined in the Second Amended and Restated Credit Agreement (“the Agreement”). The Company may prepay any amounts outstanding at any time. The commitments under the Credit Facility may be irrevocably reduced at any time, without premium or penalty as set forth in the Agreement.

Generally, the Company may designate specific borrowings under the Credit Facility as either Base Rate Loans or SOFR Rate Loans, except that Swing Loans may only be designated as Base Rate Loans. Loans designated as SOFR Rate Loans bear interest at a rate equal to the then applicable SOFR rate plus a range of 1.75 – 2.25% (6.99% at May 31, 2023). Loans designated as Base Rate loans bear interest at a rate equal to the applicable margin for Base Rate Loans plus a range of 0.75 - 1.25% as defined in the Agreement and shall not be lower than 1.75% (9.00% at May 31, 2023).

Provided that the Company is in a Compliance Period (the period commencing on that day in which Excess Availability is less than 15% of the Maximum Revolver Amount and ending on a day in which Excess Availability is equal to or greater than 15% for any consecutive 30-day period thereafter), the Credit Facility requires compliance with a financial covenant calculated as of the last day of each month, consisting of a Fixed Charge Coverage Ratio. The Credit Facility also contains covenants, subject to defined carveouts, that limit the ability of the loan parties and certain of their subsidiaries which are not loan parties to, among other things: (i) incur additional indebtedness; (ii) incur liens; (iii) merge, consolidate or dispose of a substantial portion of their business; (iv) transfer or dispose of assets; (v) change their name, organizational identification number, state or province of organization or organizational identity; (vi) make any material change in their nature of business; (vii) prepay or otherwise acquire indebtedness; (viii) cause any change of control; (ix) make any restricted junior payment; (x) change their fiscal year or method of accounting; (xi) make advances, loans or investments; (xii) enter into or permit any transaction with an affiliate of any borrower or any of their subsidiaries; (xiii) use proceeds for certain items; (xiv) issue or sell any of their stock; or (xv) consign or sell any of their inventory on certain terms. In addition, if excess availability under the Credit Facility were to fall below certain specified levels, as defined in the Agreement, the lenders would have the right to assume dominion and control over the Company's cash. As of May 31, 2023, the Company was not in a Compliance Period.

The obligations under the Credit Facility documents are secured by a general lien on, and security interest in, substantially all of the assets of the borrowers and certain of the guarantors, including accounts receivable, equipment, real estate, general intangibles, and inventory. The Company has guaranteed the obligations of the borrowers under the Agreement.

Charges incurred on the unused portion of the Credit Facility totaled $206 during both the three months ended May 31, 2023 and 2022. These charges are included within Interest and bank charges on the Unaudited Consolidated Statements of Operations and Comprehensive Loss.

The Company has deferred financing costs related to the Credit Facility and previous amendments and modifications of the Credit Facility. Deferred financing costs are included in Long-term debt on the accompanying Consolidated Balance Sheets as a contra-liability balance and are amortized through Interest and bank charges in the Unaudited Consolidated Statements of Operations and Comprehensive Loss over the term of the Credit Facility, which expires on April 19, 2026. During the three months ended May 31, 2023, the Company amortized $87 of these costs, as compared to $55 during the three months ended May 31, 2022. The net unamortized balance of these deferred financing costs as of May 31, 2023 was $1,015.

(b)

Florida Mortgage

On July 6, 2015, VOXX HQ LLC, the Company’s wholly owned subsidiary, closed on a $9,995 industrial development revenue tax exempt bond under a loan agreement in favor of the Orange County Industrial Development Authority (the “Authority”) to finance the construction of the Company's manufacturing facility and executive offices in Lake Nona, Florida. Wells Fargo Bank, N.A. ("Wells Fargo") was the purchaser of the bond and U.S. Bank National Association is the trustee under an Indenture of Trust with the Authority. Voxx borrowed the proceeds of the bond purchase from the Authority during construction as a revolving loan, which converted to a permanent mortgage upon completion of the facility in January 2016 (the "Florida Mortgage"). The Company makes principal and interest payments to Wells Fargo, which began March 1, 2016 and will continue through March of 2026. On May 1, 2023, VOXX HQ LLC consented to a First Amendment and Supplement to the Indenture of Trust relating to the Florida Industrial Revenue Bonds, and which provided for a replacement benchmark from LIBOR to SOFR, including a modification to the interest rate to 79% of the applicable SOFR Rate plus 1.87% (5.88% at May 31, 2023). The Florida Mortgage is secured by a first mortgage on the property, a collateral assignment of leases and rents and a guaranty by the Company. The financial covenants of the Florida Mortgage are as defined in the Company’s Credit Facility with Wells Fargo dated April 26, 2016 and amended in February 2023.

The Company incurred debt financing costs totaling approximately $332 as a result of obtaining the Florida Mortgage, as well as $40 related to the May 2023 amendment, which are recorded as deferred financing costs and included in Long-term debt as a contra-liability balance on the accompanying Consolidated Balance Sheets and are being amortized through Interest and bank charges in the Unaudited Consolidated Statements of Operations and Comprehensive Loss over the ten-year term of the Florida Mortgage. The Company amortized $9 of these costs during the three months ended May 31, 2023, as compared to $8 during the three months ended May 31, 2022. The net unamortized balance of these deferred financing costs as of May 31, 2023 is $125.

On July 20, 2015, the Company entered into an interest rate swap agreement in order to hedge interest rate exposure related to the Florida Mortgage, which was amended on May 3, 2023 in conjunction with the amendment to the Florida Mortgage. The swap contract was amended to reference the SOFR Rate, as well as set a fixed rate equal to 3.43% (See Note 5).

(c)

Euro Asset-Based Lending Obligation – VOXX Germany

Foreign bank obligations include a Euro Asset-Based Lending ("ABL") credit facility, which has a credit limit of

€8,000 for the Company's subsidiary, VOXX Germany, which expires on July 31, 2023. The rate of interest for the ABL is the three-month Euribor plus 2.30% (5.76% at May 31, 2023).

(d)

Shareholder Loan Payable to Sharp

In conjunction with the capitalization and funding of the Company’s Onkyo joint venture with its partner Sharp, which was created in order to execute the acquisition of certain assets of the home audio/video business of OHEC on September 8, 2021, Onkyo entered into a loan agreement with the shareholders of the joint venture, PAC and Sharp. The loan balance outstanding at May 31, 2023 represents the portion of the loan payable to Sharp. The loan balance due to PAC eliminates in consolidation. All amounts outstanding under the loan will mature and become payable ten years from the execution date of the acquisition, which is September 8, 2031. The loan may be prepaid subject to the approval of the board of directors of the joint venture and must be repaid if either the put or call option is exercised in accordance with the joint venture agreement. The rate of interest for the shareholder loan is 2.5% and the loan is secured by a second priority lien on and secured interest in all assets of Onkyo.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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+ Details

Equity Investment - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022	Feb. 28, 2023
Schedule of Equity Method Investments [Line Items]
Income (loss) from equity method investments	$ 1,616	$ 1,588
ASA Electronics, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	50.00%		50.00%

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended
	May 31, 2023	May 31, 2022	Feb. 28, 2023
Goodwill and Intangible Assets [Line Items]
Goodwill	$ 64,960,000		$ 65,308,000
Amortization of Intangible Assets	1,680,000	$ 1,925,000
Biometrics [Member]
Goodwill and Intangible Assets [Line Items]
Goodwill	$ 0		$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Equity Investment (Tables)

3 Months Ended

May 31, 2023

Equity Method Investment, Summarized Financial Information [Abstract]

Equity Method Investment, Summarized Financial Information

The following presents summary financial information for ASA. Such summary financial information has been provided herein based upon the individual significance of ASA to the consolidated financial information of the Company.


	May 31, 2023		February 28, 2023
Current assets	$	48,744	$	48,391
Non-current assets		6,375		6,525
Liabilities		11,043		10,880
Members' equity		44,076		44,036


	Three months ended May 31,
	2023		2022
Net sales	$	22,693	$	29,789
Gross profit		6,086		6,206
Operating income		3,066		3,154
Net income		3,231		3,176

Investment Securities

3 Months Ended

May 31, 2023

Investment Securities [Abstract]

Investment Securities

(4) Investment Securities

As of May 31, 2023, and February 28, 2023, the Company had the following investments:


	May 31, 2023
	Fair Value
Investment Securities
Marketable Equity Securities
Mutual funds	$	898
Total Marketable Equity Securities		898
Total Investment Securities	$	898


	February 28, 2023
	Fair Value
Investment Securities
Marketable Equity Securities
Mutual funds	$	1,053
Total Marketable Securities		1,053
Total Investment Securities	$	1,053

Equity Securities

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.

Equity Investment

3 Months Ended

May 31, 2023

Equity Method Investment, Summarized Financial Information [Abstract]

Equity Investment

(12) Equity Investment

As of May 31, 2023 and February 28, 2023, the Company had a 50% non-controlling ownership interest in ASA Electronics, LLC and Subsidiary (“ASA"), which acts as a distributor of mobile electronics specifically designed for niche markets within the automotive industry, including RV's; buses; and commercial, heavy duty, agricultural, construction, powersport, and marine vehicles.


	May 31, 2023		February 28, 2023
Current assets	$	48,744	$	48,391
Non-current assets		6,375		6,525
Liabilities		11,043		10,880
Members' equity		44,076		44,036


	Three months ended May 31,
	2023		2022
Net sales	$	22,693	$	29,789
Gross profit		6,086		6,206
Operating income		3,066		3,154
Net income		3,231		3,176

The Company's share of income from ASA was $1,616 for the three months ended May 31, 2023, compared to $1,588 for the three months ended May 31, 2022.

Lease Obligations

3 Months Ended

May 31, 2023

Leases [Abstract]

Lease Obligations

(18)

Lease Obligations

We account for leases in accordance with ASC 842 “Leases” (“ASC 842”). We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration.

We have operating leases for office equipment, as well as offices, warehouses, and other facilities used for our operations. We also have finance leases comprised primarily of computer hardware and machinery and equipment. Our leases have remaining lease terms of less than 1 year to 8 years, some of which include renewal options. We consider these renewal options in determining the lease term used to establish our right-of-use assets and lease liabilities when it is determined that it is reasonably certain that the renewal option will be exercised. The Company had no short-term leases during the three months ended May 31, 2023.

Refer to Note 7 for supplemental cash flow information related to leases.

The components of lease cost for the three months ended May 31, 2023 and 2022 were as follows:


	Three months ended May 31,
	2023		2022
Operating lease cost (a) (c)	$	365	$	395
Finance lease cost:
Amortization of right of use assets (a)		69		73
Interest on lease liabilities (b)		1		1
Total finance lease cost	$	70	$	74

(a)

Recorded within Selling, General and administrative, Engineering and technical support, and Cost of sales on the Unaudited Consolidated Statements of Operations and Comprehensive Loss.

(b)

Recorded within Interest and bank charges on the Unaudited Consolidated Statements of Operations and Comprehensive Loss.

(c)

Includes immaterial amounts related to variable rent expense.

Supplemental balance sheet information related to leases is as follows:


	May 31, 2023			February 28, 2023
Operating Leases
Operating lease, right of use assets	$	3,449		$	3,632
Total operating lease right of use assets	$	3,449		$	3,632
Accrued expenses and other current liabilities	$	1,134		$	1,173
Operating lease liabilities, less current portion		2,369			2,509
Total operating lease liabilities	$	3,503		$	3,682
Finance Leases
Property, plant, and equipment, gross	$	2,754		$	2,754
Accumulated depreciation		(2,560	)		(2,491	)
Total finance lease right of use assets	$	194		$	263
Accrued expenses and other current liabilities	$	164		$	203
Finance lease liabilities, less current portion		31			63
Total finance lease liabilities	$	195		$	266
Weighted Average Remaining Lease Term
Operating leases	4.9 years			5.0 years
Finance leases	1.0 years			1.2 years
Weighted Average Discount Rate
Operating leases		3.93	%		3.83	%
Finance leases		3.51	%		3.51	%

Maturities of lease liabilities on May 31 of each of the succeeding years are as follows:


	Operating Leases		Finance Leases
2024	$	968		165
2025		845		31
2026		588		—
2027		372		—
2028		244		—
Thereafter		784		—
Total lease payments		3,801		196
Less imputed interest		298		1
Total	$	3,503		195

As of May 31, 2023, the Company has not entered into any lease agreements that have not yet commenced.

The Company owns and occupies buildings as part of its operations. Certain space within these buildings may, from time to time, be leased to third parties from which the Company earns rental income as lessor. This leased space is recorded within property, plant, and equipment and was not material to the Company's Consolidated Balance Sheets at May 31, 2023 and February 28, 2023. Rental income earned by the Company for the three months ended May 31, 2023 and 2022 was $229 and $221, respectively, and is recorded within Other (expense) income.

Inventory

3 Months Ended

May 31, 2023

Inventory Disclosure [Abstract]

Inventory

(14) Inventory

Inventories by major category are as follows:


	May 31, 2023		February 28, 2023
Raw materials	$	29,294	$	28,048
Work in process		1,257		1,363
Finished goods		153,804		145,718
Inventory	$	184,355	$	175,129

Accounting for Stock-Based Compensation (Tables)

3 Months Ended

May 31, 2023

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Summary of Activity Related to Additional Stock Grants under Employment Agreement and RSU Grants under 2014 Plan


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested award balance at February 28, 2023		286,986		$	7.70
Granted		—			—
Vested		(79,401	)		5.75
Vested and settled		—			—
Unvested award balance at May 31, 2023		207,585		$	8.44

Redeemable Non-controlling Interest (Tables)

3 Months Ended

May 31, 2023

Onkyo Home Entertainment Corporation [Member]

Rollforward of the Redeemable Non-controlling Interest

The following table provides the rollforward of the redeemable non-controlling interest for the three months ended May 31, 2023:


	Redeemable Non-controlling Interest
Balance at February 28, 2023	$	232
Net loss attributable to non-controlling interest		(317	)
Comprehensive loss attributable to non-controlling interest		21
Foreign currency translation		2
Balance at May 31, 2023	$	(62	)

Supplemental Cash Flow Information (Tables)

3 Months Ended

May 31, 2023

Supplemental Cash Flow Information [Abstract]

Schedule of Cash Flow, Supplemental Disclosures

The following is supplemental information relating to the Unaudited Consolidated Statements of Cash Flows:


	Three months ended May 31,
	2023			2022
Non-cash investing and financing activities:
Recording of redeemable equity	$	(23	)	$	(133	)
Reclassification of stockholders' equity to redeemable equity		-			33
Gross issuance of shares		-			1
Right of use assets obtained in exchange for operating lease obligations		209			295
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	312		$	380
Operating cash flows from finance leases		1			1
Finance cash flows from finance leases		70			73
Cash paid during the period:
Interest (excluding bank charges)	$	994		$	238
Income taxes (net of refunds)		364			1,038

Product Warranties and Product Repair Costs (Tables)

3 Months Ended

May 31, 2023

Payables And Accruals Warranties [Abstract]

Schedule of Product Warranty Liability


	Three months ended May 31,
	2023			2022
Opening balance	$	6,759		$	5,622
Liabilities for warranties accrued during the period		1,302			1,998
Warranty claims settled during the period		(1,108	)		(1,352	)
Ending balance	$	6,953		$	6,268

Goodwill and Intangible Assets

3 Months Ended

May 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

(11) Goodwill and Intangible Assets

The change in goodwill by segment is as follows:


Automotive Electronics:	Amount
Beginning balance at March 1, 2023	$	3,052
Activity during the period		—
Balance at May 31, 2023	$	3,052
Gross carrying value at May 31, 2023	$	10,425
Accumulated impairment charge		(7,373	)
Net carrying value at May 31, 2023	$	3,052
Consumer Electronics:
Beginning balance at March 1, 2023	$	62,256
Foreign currency adjustments		(348	)
Balance at May 31, 2023	$	61,908
Gross carrying value at May 31, 2023	$	94,419
Accumulated impairment charge		(32,511	)
Net carrying value at May 31, 2023	$	61,908
Total Goodwill, net	$	64,960

The Company's Biometrics segment did not carry a goodwill balance at May 31, 2023 or February 28, 2023.

At May 31, 2023, intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization		Total Net Book Value
Finite-lived intangible assets:
Customer relationships	$	53,819	$	43,607	$	10,212
Trademarks/Tradenames		20,982		3,796		17,186
Developed technology		19,317		14,937		4,380
Patents		6,736		5,916		820
License		1,400		1,400		—
Contracts		1,556		1,556		—
Total finite-lived intangible assets	$	103,810	$	71,212		32,598
Indefinite-lived intangible assets
Trademarks						55,927
Total intangible assets, net					$	88,525

At February 28, 2023, intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization		Total Net Book Value
Finite-lived intangible assets:
Customer relationships	$	53,790	$	42,786	$	11,004
Trademarks/Tradenames		21,205		3,360		17,845
Developed technology		19,434		14,645		4,789
Patents		6,736		5,845		891
License		1,400		1,400		—
Contracts		1,556		1,556		—
Total finite-lived intangible assets	$	104,121	$	69,592		34,529
Indefinite-lived intangible assets
Trademarks						55,908
Total intangible assets, net					$	90,437

The Company recorded amortization expense of $1,680 for the three months ended May 31, 2023, compared to $1,925 for the three months ended May 31, 2022. The estimated aggregate amortization expense for all amortizable intangibles for May 31 of each of the succeeding years is as follows:


Year	Amount
2024	$	6,114
2025		5,877
2026		5,254
2027		3,484
2028		3,056

Research and Development - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Research and Development [Abstract]
Research and development expense	$ 2,376	$ 2,569

Segment Reporting - Additional Information (Details)	3 Months Ended
Segment Reporting - Additional Information (Details)	May 31, 2023 Segment
Segment Reporting [Abstract]
Number of reportable segments	3
Number of operating segments	3

Fair Value Measurements and Derivatives - Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands	May 31, 2023	Feb. 28, 2023
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Derivative Assets and Liabilities	$ 147	$ 207
Designated as Hedging Instrument [Member] \| Interest Rate Swap [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Other assets	$ 147	$ 207

Capital Structure - Schedule of Capital Units (Details) - $ / shares	3 Months Ended
	May 31, 2023	Feb. 28, 2023
Capital Unit [Line Items]
Treasury stock, shares	3,741,744	3,370,657
Preferred stock, shares outstanding	0	0
Preferred Stock [Member]
Capital Unit [Line Items]
Preferred Stock, Par or Stated Value Per Share	$ 50.00
Preferred Stock, Shares Authorized	50,000	50,000
Preferred stock, shares outstanding	0	0
Preferred Stock, Liquidation Preference Per Share	$ 50
Series A Preferred Stock [Member]
Capital Unit [Line Items]
Preferred Stock, Par or Stated Value Per Share	$ 0.01
Preferred Stock, Shares Authorized	1,500,000	1,500,000
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Capital Unit [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	60,000,000	60,000,000
Treasury stock, shares	3,741,744	3,370,657
Common Stock, Shares, Outstanding	20,796,440	21,167,527
Common Stock, Voting Rights	1
Common Class B [Member]
Capital Unit [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	10,000,000	10,000,000
Common Stock, Shares, Outstanding	2,260,954	2,260,954
Common Stock, Voting Rights	10

Revenue from Contracts with Customers (Tables)

3 Months Ended

May 31, 2023

Revenue from Contract with Customer [Abstract]

Reconciliation of Contract Liabilities

The following table provides a reconciliation of the Company’s contract liabilities as of May 31, 2023:



Balance at February 28, 2023	$	4,818
Subscription payments received		1,616
Revenue recognized		(1,772	)
Balance at May 31, 2023	$	4,662

Disaggregation of Revenue


	Three months ended May 31,
	2023		2022
Automotive Electronics Segment
OEM Products	$	20,283	$	16,724
Aftermarket Products		18,129		22,861
Total Automotive Segment		38,412		39,585
Consumer Electronics Segment
Premium Audio Products		47,604		69,944
Other Consumer Electronic Products		25,726		18,993
Total Consumer Electronics Segment		73,330		88,937
Biometrics Segment
Biometric Products		100		103
Total Biometrics Segment		100		103
Corporate/Eliminations		84		107
Total Net Sales	$	111,926	$	128,732

Product Warranties and Product Repair Costs - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Payables And Accruals Warranties [Abstract]
Opening balance	$ 6,759	$ 5,622
Liabilities for warranties accrued during the period	1,302	1,998
Warranty claims settled during the period	(1,108)	(1,352)
Ending balance	$ 6,953	$ 6,268

Other (Expense) Income (Tables)

3 Months Ended

May 31, 2023

Other Income and Expenses [Abstract]

Schedule of Other Nonoperating (Expense) Income

Other (expense) income is comprised of the following:


	Three months ended May 31,
	2023			2022
Foreign currency loss, net	$	(987	)	$	(2,366	)
Interest income		17			5
Rental income		229			221
Miscellaneous		40			30
Total other, net	$	(701	)	$	(2,110	)

Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Accumulated Other Comprehensive Income Loss [Line Items]
Stockholders equity, beginning of period	$ 304,591	$ 346,102
Other comprehensive income (loss), net of tax	177	(1,375)
Stockholders equity, end of period	289,503	333,316
Foreign Currency Translation Losses [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Stockholders equity, beginning of period	(18,567)
Other comprehensive income (loss) before reclassifications	238
Reclassified from accumulated other comprehensive loss	0
Other comprehensive income (loss), net of tax	238
Stockholders equity, end of period	(18,329)
Pension Plan Adjustments, Net of Tax [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Stockholders equity, beginning of period	(321)
Other comprehensive income (loss) before reclassifications	(1)
Reclassified from accumulated other comprehensive loss	0
Other comprehensive income (loss), net of tax	(1)
Stockholders equity, end of period	(322)
Derivatives Designated in a Hedging Relationship, Net of Tax [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Stockholders equity, beginning of period	208
Other comprehensive income (loss) before reclassifications	(60)
Reclassified from accumulated other comprehensive loss	0
Other comprehensive income (loss), net of tax	(60)
Stockholders equity, end of period	148
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Stockholders equity, beginning of period	(18,680)	(17,503)
Other comprehensive income (loss) before reclassifications	177
Reclassified from accumulated other comprehensive loss	0
Other comprehensive income (loss), net of tax	177	(1,375)
Stockholders equity, end of period	$ (18,503)	$ (18,878)

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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+ Details

Net Loss Per Common Share (Tables)

3 Months Ended

May 31, 2023

Net Income Per Common Share [Abstract]

Reconciliation Between Denominator of Basic and Diluted Net Loss Per Common Share

A reconciliation between the denominator of basic and diluted net loss per common share is as follows:


	Three months ended May 31,
	2023		2022
Weighted-average common shares outstanding (basic)		23,795,718		24,412,462
Effect of dilutive securities:
Restricted stock units, market stock units, and stock grants		—		—
Weighted-average common shares and potential common shares outstanding (diluted)		23,795,718		24,412,462

Supply Chain Financing - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Supply Chain Financing [Abstract]
Proceeds from sale and collection of receivables	$ 27,274	$ 20,639

Financing Arrangements - Schedule of Debt (Parenthetical) (Details) € in Thousands			3 Months Ended
	May 01, 2023	Sep. 08, 2021	May 31, 2023 USD ($)	May 31, 2022 USD ($)	May 03, 2023 USD ($)	Feb. 28, 2023 USD ($)	Apr. 26, 2016 USD ($)	Jul. 06, 2015 USD ($)	Oct. 23, 2000 EUR (€)
Line of credit facility, maturity date			Apr. 19, 2026
Percentage of maximum revolver amount			15.00%
Debt instrument compliance description			Company is in a Compliance Period (the period commencing on that day in which Excess Availability is less than 15% of the Maximum Revolver Amount and ending on a day in which Excess Availability is equal to or greater than 15% for any consecutive 30-day period thereafter)
Line of credit facility, commitment fee amount			$ 206,000	$ 206,000
Debt issuance costs, net			1,140,000			$ 1,181,000
Industrial revenue bond								$ 9,995,000
Debt issuance costs, gross			$ 332,000		$ 40,000
Derivative, Fixed Interest Rate			3.43%		3.43%
Sharp Corporation [Member] \| Shareholder Loan Payable [Member] \| Onkyo Home Entertainment Corporation [Member]
Debt instrument, term		10 years
Debt instrument, interest rate		2.50%
Mortgages [Member]
Debt issuance costs, net			$ 125,000
Amortization of deferred financing costs			$ 9,000	8,000
Debt instrument, term			10 years
SOFR Rate [Member]
Debt instrument, interest rate at period end			6.99%
SOFR Rate [Member] \| Mortgages [Member]
Debt instrument, basis spread on variable rate	1.87%
Debt instrument, interest rate at period end	79.00%		5.88%
SOFR Rate [Member] \| Minimum [Member]
Debt instrument, basis spread on variable rate			1.75%
SOFR Rate [Member] \| Maximum [Member]
Debt instrument, basis spread on variable rate			2.25%
Base Rate [Member]
Debt instrument, interest rate at period end			9.00%
Base Rate [Member] \| Minimum [Member]
Debt instrument, basis spread on variable rate			0.75%
Base Rate [Member] \| Maximum [Member]
Debt instrument, basis spread on variable rate			1.25%
Debt instrument, interest rate during period			1.75%
Wells Fargo [Member]
Line of credit facility, remaining borrowing capacity			$ 71,298,000
Wells Fargo [Member] \| Loans [Member]
Line of credit facility, maximum borrowing capacity							$ 15,000,000
Revolving Credit Facility [Member]
Line of credit facility, maturity date			Apr. 19, 2026
Revolving Credit Facility [Member] \| Wells Fargo [Member]
Line of credit facility, current borrowing capacity							165,000,000
Letter of Credit [Member] \| Wells Fargo [Member]
Line of credit facility, maximum borrowing capacity							$ 50,000,000
Line of Credit [Member]
Debt issuance costs, net			$ 1,015,000
Amortization of deferred financing costs			$ 87,000	$ 55,000
Foreign Line of Credit [Member] \| Audiovox Germany [Member]
Line of credit facility, maximum borrowing capacity \| €									€ 8,000
Debt instrument, basis spread on variable rate			2.30%
Debt instrument, interest rate at period end			5.76%

Other (Expense) Income

3 Months Ended

May 31, 2023

Other Income and Expenses [Abstract]

Other (Expense) Income

(17) Other (Expense) Income

Other (expense) income is comprised of the following:


	Three months ended May 31,
	2023			2022
Foreign currency loss, net	$	(987	)	$	(2,366	)
Interest income		17			5
Rental income		229			221
Miscellaneous		40			30
Total other, net	$	(701	)	$	(2,110	)

Losses included within Foreign currency loss, net, for the three months ended May 31, 2023 and 2022 were primarily driven by declines in the Japanese Yen, which impacted the re-measurement of the Company's Onkyo subsidiary intercompany loans and interest payable, which are not of a long-term investment nature. The total foreign currency loss attributable to these re-measurements for the three months ended May 31, 2023 was $455, as compared to $2,664 for the three months ended May 31, 2022.

Redeemable Non-controlling Interest - Additional Information (Details) - Onkyo Home Entertainment Corporation [Member]	Sep. 08, 2021
PAC [Member]
Business Acquisition [Line Items]
Business acquisition, percentage of interests acquired	77.20%
Voting interest in joint venture	85.10%
Sharp Corporation [Member]
Business Acquisition [Line Items]
Business acquisition, percentage of interests acquired	22.80%
Voting interest in joint venture	14.90%

Fair Value Measurements and Derivatives - Company's Contingent Consideration Balance (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Foreign currency translation	$ (987)	$ (2,366)
Contingent Consideration [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance	4,500
Payments	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance	$ 4,500

Equity Investment - Equity Method Investment, Summarized Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022	Feb. 28, 2023	Feb. 28, 2022
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Summarized Financial Information, Current Assets	$ 278,679		$ 285,021
Equity Method Investment, Summarized Financial Information, Current Liabilities	161,948		153,387
Equity Method Investment Summarized Financial Information, Equity	289,503	$ 333,316	304,591	$ 346,102
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss)	27,580	33,239
Equity Method Investment, Summarized Financial Information, Net Income (Loss)	(11,705)	(7,847)
ASA Electronics, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Summarized Financial Information, Current Assets	48,744		48,391
Equity Method Investment, Summarized Financial Information, Noncurrent Assets	6,375		6,525
Equity Method Investment, Summarized Financial Information, Current Liabilities	11,043		10,880
Equity Method Investment Summarized Financial Information, Equity	44,076		$ 44,036
Equity Method Investment, Summarized Financial Information, Revenue	22,693	29,789
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss)	6,086	6,206
Equity Method Investment, Summarized Financial Information, Income (Loss) from Continuing Operations	3,066	3,154
Equity Method Investment, Summarized Financial Information, Net Income (Loss)	$ 3,231	$ 3,176

Segment Reporting - Schedule of Segment Reporting Information by Segments (Parenthetical) (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2023	May 31, 2022
Segment Reporting Information [Line Items]
Foreign currency losses	$ 455	$ 2,664
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Foreign currency losses	455	2,664
Charge for interim arbitration award unfavorable	$ 986	$ 986

Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands	3 Months Ended
	May 31, 2023 USD ($)
Goodwill [Line Items]
Goodwill	$ 65,308
Goodwill	64,960
Automotive Electronics [Member]
Goodwill [Line Items]
Goodwill	3,052
Activity during the period	0
Goodwill	3,052
Goodwill, Gross	10,425
Goodwill, Impaired, Accumulated Impairment Loss	(7,373)
Consumer Electronics [Member]
Goodwill [Line Items]
Goodwill	62,256
Goodwill, Foreign currency adjustments	(348)
Goodwill	61,908
Goodwill, Gross	94,419
Goodwill, Impaired, Accumulated Impairment Loss	$ (32,511)

- Definition

+ References + Details

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Non-controlling Interests [Member]	Treasury Stock [Member]	Redeemable Equity [Member] Preferred Stock [Member]
Stockholders equity, beginning of period at Feb. 28, 2022	$ 346,102	$ 267	$ 300,453	$ 126,573	$ (17,503)	$ (35,000)	$ (25,138)	$ (3,550)
Net loss	(7,234)			(6,527)		(707)
Other comprehensive income (loss), net of tax	(1,375)				(1,375)
Cash settlement of market stock units upon vesting of 80% of award	(4,000)		(4,000)
Net settlement of shares of Class A common stock upon vesting of stock awards, net of withholding taxes	(403)	1	(404)
Reclassification of stockholders' equity to redeemable equity	(33)							(33)
Stock-based compensation expense	259		126					133
Stockholders equity, end of period at May. 31, 2022	333,316	268	296,175	120,046	(18,878)	(35,707)	(25,138)	(3,450)
Stockholders equity, beginning of period at Feb. 28, 2023	304,591	268	296,577	97,997	(18,680)	(37,268)	(30,285)	(4,018)
Net loss	(11,387)			(10,738)		(649)
Other comprehensive income (loss), net of tax	177				177
Repurchase of shares of Common Stock	(4,113)						(4,113)
Reclassification of stockholders' equity to redeemable equity	0
Stock-based compensation expense	235		258					(23)
Stockholders equity, end of period at May. 31, 2023	$ 289,503	$ 268	$ 296,835	$ 87,259	$ (18,503)	$ (37,917)	$ (34,398)	$ (4,041)

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

Supply Chain Financing

3 Months Ended

May 31, 2023

Supply Chain Financing [Abstract]

Supply Chain Financing

(9) Supply Chain Financing

The Company has supply chain financing agreements and factoring agreements that were entered into for the purpose of accelerating receivable collection and better managing cash flow. The balances under the agreements are sold without recourse and are accounted for as sales of accounts receivable. Total receivable balances sold for the three months ended May 31, 2023, net of discounts, were $27,274, compared to $20,639 for the three months ended May 31, 2022. Balances sold under existing supply chain finance and factoring agreements increased during the three months ended May 31, 2023 as compared to the prior year, due to an increase in factoring activity at the Company's German subsidiaries.

Basis of Presentation - Additional Information (Details)	3 Months Ended
	May 31, 2023 Segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	3

Income Taxes

3 Months Ended

May 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

(13) Income Taxes

The Company’s provision for income taxes consists of federal, foreign, and state taxes necessary to align the Company’s year-to-date tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments, as necessary.

For the three months ended May 31, 2023, the Company recorded an income tax benefit of $1,321, which includes a discrete income tax benefit of $432 related primarily to the reversal of uncertain tax position liabilities as a result of the lapse of the applicable statute of limitations and adjustments to the valuation allowance.

For the three months ended May 31, 2022, the Company recorded an income tax benefit of $1,092, which includes a discrete income tax benefit of $164 related primarily to the reversal of uncertain tax position liabilities as a result of the lapse of the applicable statute of limitations.

The effective tax rate for the three months ended May 31, 2023 was an income tax benefit of 10.1% on pre-tax loss of $13,026. The effective tax rate for the three months ended May 31, 2023 differs from the U.S. statutory rate of 21% as a result of a number of factors, including the non-controlling interest related to EyeLock LLC, state and local income taxes, nondeductible permanent differences, income taxed in foreign jurisdictions at varying tax rates, and a reduction in valuation allowance based on forecasted earnings.

The effective tax rate for the three months ended May 31, 2022 was an income tax benefit of 12.2% on pre-tax loss of $8,939. The effective tax rate for the three months ended May 31, 2022 differs from the U.S. statutory rate of 21% as a result of a number of factors, including the non-controlling interest related to EyeLock LLC, state and local income taxes, nondeductible permanent differences, income taxed in foreign jurisdictions at varying tax rates, and a decrease in valuation allowance.

At May 31, 2023, the Company had an uncertain tax position liability of $854, including interest and penalties. The unrecognized tax benefits include amounts related to various U.S. federal, state, and local, and foreign tax issues.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Lease Obligations - Additional Information (Details) - USD ($)	3 Months Ended
	May 31, 2023	May 31, 2022
Leases [Line Items]
Short term leases	$ 0
Other (Expense) Income [Member]
Leases [Line Items]
Rental income	$ 229,000	$ 221,000
Minimum [Member]
Leases [Line Items]
Operating and finance leases remaining lease terms	1 year
Maximum [Member]
Leases [Line Items]
Operating and finance leases remaining lease terms	8 years

Capital Structure (Tables)

3 Months Ended

May 31, 2023

Equity [Abstract]

Schedule of Capital Units

The Company's capital structure is as follows:


			Shares Authorized				Shares Outstanding
Security	Par Value		May 31, 2023		February 28, 2023		May 31, 2023		February 28, 2023		Voting Rights per Share		Liquidation Rights
Preferred Stock	$	50.00		50,000		50,000		—		—		—	$50 per share
Series Preferred Stock	$	0.01		1,500,000		1,500,000		—		—		—		—
Class A Common Stock	$	0.01		60,000,000		60,000,000		20,796,440		21,167,527		1	Ratably with Class B
Class B Common Stock	$	0.01		10,000,000		10,000,000		2,260,954		2,260,954		10	Ratably with Class A
Treasury Stock at cost	at cost			3,741,744		3,370,657	N/A		N/A		N/A

Goodwill and Intangible Assets (Tables)

3 Months Ended

May 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The change in goodwill by segment is as follows:


Automotive Electronics:	Amount
Beginning balance at March 1, 2023	$	3,052
Activity during the period		—
Balance at May 31, 2023	$	3,052
Gross carrying value at May 31, 2023	$	10,425
Accumulated impairment charge		(7,373	)
Net carrying value at May 31, 2023	$	3,052
Consumer Electronics:
Beginning balance at March 1, 2023	$	62,256
Foreign currency adjustments		(348	)
Balance at May 31, 2023	$	61,908
Gross carrying value at May 31, 2023	$	94,419
Accumulated impairment charge		(32,511	)
Net carrying value at May 31, 2023	$	61,908
Total Goodwill, net	$	64,960

The Company's Biometrics segment did not carry a goodwill balance at May 31, 2023 or February 28, 2023.

Schedule of Intangible Assets, Excluding Goodwill

At May 31, 2023, intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization		Total Net Book Value
Finite-lived intangible assets:
Customer relationships	$	53,819	$	43,607	$	10,212
Trademarks/Tradenames		20,982		3,796		17,186
Developed technology		19,317		14,937		4,380
Patents		6,736		5,916		820
License		1,400		1,400		—
Contracts		1,556		1,556		—
Total finite-lived intangible assets	$	103,810	$	71,212		32,598
Indefinite-lived intangible assets
Trademarks						55,927
Total intangible assets, net					$	88,525

At February 28, 2023, intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization		Total Net Book Value
Finite-lived intangible assets:
Customer relationships	$	53,790	$	42,786	$	11,004
Trademarks/Tradenames		21,205		3,360		17,845
Developed technology		19,434		14,645		4,789
Patents		6,736		5,845		891
License		1,400		1,400		—
Contracts		1,556		1,556		—
Total finite-lived intangible assets	$	104,121	$	69,592		34,529
Indefinite-lived intangible assets
Trademarks						55,908
Total intangible assets, net					$	90,437

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated aggregate amortization expense for all amortizable intangibles for May 31 of each of the succeeding years is as follows:


Year	Amount
2024	$	6,114
2025		5,877
2026		5,254
2027		3,484
2028		3,056

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
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+ Details

Financing Arrangements (Tables)

3 Months Ended

May 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt

The Company has the following financing arrangements:


	May 31, 2023		February 28, 2023
Debt
Domestic credit facility (a)	$	25,583	$	29,000
Florida mortgage (b)		5,990		6,115
Euro asset-based lending obligation - VOXX Germany (c)		1,068		—
Shareholder loan payable to Sharp (d)		4,014		4,079
Total debt		36,655		39,194
Less: current portion of long-term debt		1,568		500
Long-term debt		35,087		38,694
Less: debt issuance costs		1,140		1,181
Total long-term debt, net of debt issuance costs	$	33,947	$	37,513

(a)

Domestic Credit Facility

(b)

Florida Mortgage

(c)

Euro Asset-Based Lending Obligation – VOXX Germany

Foreign bank obligations include a Euro Asset-Based Lending ("ABL") credit facility, which has a credit limit of

€8,000 for the Company's subsidiary, VOXX Germany, which expires on July 31, 2023. The rate of interest for the ABL is the three-month Euribor plus 2.30% (5.76% at May 31, 2023).

(d)

Shareholder Loan Payable to Sharp

Fair Value Measurements and Derivatives (Tables)

3 Months Ended

May 31, 2023

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured on Recurring Basis

The following table presents financial assets and liabilities measured at fair value on a recurring basis at May 31, 2023:


			Fair Value Measurements at Reporting Date Using
	Total		Level 1		Level 2		Level 3
Assets:
Cash and money market funds	$	5,235	$	5,235	$	-	$	-
Mutual funds		898		898		-		-
Derivatives designated for hedging		147		-		147		-

Liabilities:
Contingent consideration	$	4,500	$	-	$	-	$	4,500

The following table presents financial assets and liabilities measured at fair value on a recurring basis at February 28, 2023:


			Fair Value Measurements at Reporting Date Using
	Total		Level 1		Level 2		Level 3
Assets
Cash and money market funds	$	6,134	$	6,134	$	-	$	-
Mutual funds		1,053	$	1,053	$	-	$	-
Derivatives designated for hedging		207		-		207		-

Liabilities:
Contingent consideration	$	4,500		-		-		4,500

Company's Contingent Consideration Balance

The following table provides a rollforward of the Company's contingent consideration balance for the three months ended May 31, 2023:



Balance at February 28, 2023	$	4,500
Payments		-
Balance at May 31, 2023	$	4,500

Fair Value, by Balance Sheet Grouping

The following table discloses the fair value as of May 31, 2023 and February 28, 2023 of the Company’s derivative instruments:


	Derivative Assets and Liabilities
		Fair Value
	Account	May 31, 2023		February 28, 2023
Designated derivative instruments
Interest rate swap agreements	Other assets	$	147	$	207
Total derivatives		$	147	$	207

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)

Activity related to cash flow hedges recorded during the three months ended May 31, 2023 and 2022 was as follows:


	Three months ended
	May 31, 2023
	Pretax Loss Recognized in Other Comprehensive Income			Pretax Gain (Loss) Reclassified from Accumulated Other Comprehensive Income
Cash flow hedges
Interest rate swaps	$	(60	)	$	-


	Three months ended
	May 31, 2022
	Pretax Gain Recognized in Other Comprehensive Income		Pretax Gain Reclassified from Accumulated Other Comprehensive Income
Cash flow hedges
Foreign currency contracts	$	—	$	63
Interest rate swaps		173		—

Variable Interest Entity

3 Months Ended

May 31, 2023

Variable Interest Entity [Abstract]

Variable Interest Entity

(20) Variable Interest Entity

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 25, 2022, this promissory note was amended and restated to allow EyeLock LLC to borrow up to $71,200. 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 September 30, 2023. 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 $66,761 as of May 31, 2023.

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.

On April 29, 2021, EyeLock LLC entered into a three-year exclusive distribution agreement (the “Agreement”) with GalvanEyes LLC (“GalvanEyes”), a Florida LLC managed by Beat Kahli, Voxx's President, and the largest holder of Voxx's Class A Common Shares. The Agreement provides that GalvanEyes will be the exclusive distributor of EyeLock products in the European Union, Switzerland, Puerto Rico, Malaysia, and Singapore, with the exception of any existing customer relationships prior to the Agreement date. GalvanEyes has also been granted exclusive distribution rights in the United States for the residential real estate market and specific U.S. Government agencies, and non-exclusive distribution rights in all other territories and verticals with the Company’s consent. The Agreement also includes a put/call arrangement, whereby GalvanEyes has the right to put the exclusivity back to EyeLock after the initial two-year period for a 20.0% interest in EyeLock. In turn, EyeLock has the ability to call the exclusivity during the term of the Agreement, based on the occurrence of certain events, which would result in a 20.0% equity interest given to GalvanEyes. Under the Agreement, in addition to paying for any products purchased, GalvanEyes has agreed to pay EyeLock $10,000 in the form of an annual fee, over a two-year period, of up to $5,000 per year, with payments on a quarterly basis beginning on September 1, 2021. Any gross profit generated on the sale of EyeLock LLC products by GalvanEyes are deducted from the annual fee. The value of the put/call arrangement was not significant at May 31, 2023. The quarterly installment payment owed by GalvanEyes of $1,250 for the three months ended May 31, 2023, remains unpaid and is currently past due. GalvanEyes and the Company are considering renegotiating the distribution agreement and have agreed to defer the payments due on May 31, 2023 and August 31, 2023 to February 29, 2024, pending the resolution of the renegotiation. The past due payment is recorded as a receivable due from GalvanEyes at May 31, 2023 on the accompanying Consolidated Balance Sheet. The Company has also recorded a corresponding liability on the accompanying Consolidated Balance Sheets, representing a prepayment made by GalvanEyes of a 20.0% interest in EyeLock upon exercise of the put option. As of May 31, 2023 and February 28, 2023, the balance of the liability was $8,567 and $7,317, respectively.

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, 2023 and February 28, 2023:


	May 31, 2023			February 28, 2023
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	—		$	158
Accounts receivable, net		8			520
Inventory, net		1,945			1,836
Receivables from vendors		4			1
Due from GalvanEyes LLC		1,250			—
Prepaid expenses and other current assets		77			92
Total current assets		3,284			2,607
Property, plant and equipment, net		7			9
Intangible assets, net		1,718			1,786
Other assets		6			8
Total assets	$	5,015		$	4,410
Liabilities and Partners' Deficit
Current liabilities:
Accounts payable	$	810		$	864
Interest payable to VOXX		15,227			14,803
Accrued expenses and other current liabilities		361			296
Due to VOXX		66,761			66,175
Total current liabilities		83,159			82,138
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC		8,567			7,317
Other long-term liabilities		1,200			1,200
Total liabilities		92,926			90,655
Commitments and contingencies
Partners' deficit:
Capital		41,416			41,416
Retained losses		(129,327	)		(127,661	)
Total partners' deficit		(87,911	)		(86,245	)
Total liabilities and partners' deficit	$	5,015		$	4,410

Revenues and Expenses of EyeLock LLC


	For the three months ended May 31,
	2023			2022
Net sales	$	100		$	103
Cost of sales		52			78
Gross profit		48			25
Operating expenses:
Selling		189			165
General and administrative		439			373
Engineering and technical support		658			869
Total operating expenses		1,286			1,407
Operating loss		(1,238	)		(1,382	)
Other expense:
Interest and bank charges		(428	)		(433	)
Other, net		—			—
Total other expense, net		(428	)		(433	)
Loss before income taxes		(1,666	)		(1,815	)
Income tax expense		—			—
Net loss	$	(1,666	)	$	(1,815	)

Lease Obligations - Schedule of Components of Lease Cost (Details) - USD ($)
$ in Thousands

3 Months Ended

May 31, 2023

May 31, 2022

Leases [Abstract]

Operating lease cost

^[1],[2]

$ 365

$ 395

Finance lease cost:

Amortization of right of use assets

^[2]

Interest on lease liabilities

^[3]

Total finance lease cost

$ 70

$ 74

[1]	Includes immaterial amounts related to variable rent expense.
[2]	Recorded within Selling, General and administrative, Engineering and technical support, and Cost of sales on the Unaudited Consolidated Statements of Operations and Comprehensive Loss.
[3]	Recorded within Interest and bank charges on the Unaudited Consolidated Statements of Operations and Comprehensive Loss.

Financing Arrangements - Schedule of Debt (Details) - USD ($)
$ in Thousands

May 31, 2023

Feb. 28, 2023

Debt, Long-term and Short-term, Combined Amount

$ 36,655

$ 39,194

Less: current portion of long-term debt

1,568

500

Long-term debt

35,087

38,694

Less: debt issuance costs

1,140

1,181

Total long-term debt, net of debt issuance costs

33,947

37,513

Mortgages [Member]

Debt, Long-term and Short-term, Combined Amount

^[1]

5,990

6,115

Less: debt issuance costs

125

Audiovox Germany [Member] | Foreign Line of Credit [Member]

Debt, Long-term and Short-term, Combined Amount

^[2]

1,068

Revolving Credit Facility [Member]

Debt, Long-term and Short-term, Combined Amount

^[3]

25,583

29,000

Shareholder Loan Payable [Member] | Sharp Corporation [Member]

Debt, Long-term and Short-term, Combined Amount

^[4]

$ 4,014

$ 4,079

[1]	Florida Mortgage On July 6, 2015, VOXX HQ LLC, the Company’s wholly owned subsidiary, closed on a $9,995 industrial development revenue tax exempt bond under a loan agreement in favor of the Orange County Industrial Development Authority (the “Authority”) to finance the construction of the Company's manufacturing facility and executive offices in Lake Nona, Florida. Wells Fargo Bank, N.A. ("Wells Fargo") was the purchaser of the bond and U.S. Bank National Association is the trustee under an Indenture of Trust with the Authority. Voxx borrowed the proceeds of the bond purchase from the Authority during construction as a revolving loan, which converted to a permanent mortgage upon completion of the facility in January 2016 (the "Florida Mortgage"). The Company makes principal and interest payments to Wells Fargo, which began March 1, 2016 and will continue through March of 2026. On May 1, 2023, VOXX HQ LLC consented to a First Amendment and Supplement to the Indenture of Trust relating to the Florida Industrial Revenue Bonds, and which provided for a replacement benchmark from LIBOR to SOFR, including a modification to the interest rate to 79% of the applicable SOFR Rate plus 1.87% (5.88% at May 31, 2023). The Florida Mortgage is secured by a first mortgage on the property, a collateral assignment of leases and rents and a guaranty by the Company. The financial covenants of the Florida Mortgage are as defined in the Company’s Credit Facility with Wells Fargo dated April 26, 2016 and amended in February 2023. The Company incurred debt financing costs totaling approximately $332 as a result of obtaining the Florida Mortgage, as well as $40 related to the May 2023 amendment, which are recorded as deferred financing costs and included in Long-term debt as a contra-liability balance on the accompanying Consolidated Balance Sheets and are being amortized through Interest and bank charges in the Unaudited Consolidated Statements of Operations and Comprehensive Loss over the ten-year term of the Florida Mortgage. The Company amortized $9 of these costs during the three months ended May 31, 2023, as compared to $8 during the three months ended May 31, 2022. The net unamortized balance of these deferred financing costs as of May 31, 2023 is $125. On July 20, 2015, the Company entered into an interest rate swap agreement in order to hedge interest rate exposure related to the Florida Mortgage, which was amended on May 3, 2023 in conjunction with the amendment to the Florida Mortgage. The swap contract was amended to reference the SOFR Rate, as well as set a fixed rate equal to 3.43% (See Note 5).
[2]	Euro Asset-Based Lending Obligation – VOXX Germany Foreign bank obligations include a Euro Asset-Based Lending ("ABL") credit facility, which has a credit limit of €8,000 for the Company's subsidiary, VOXX Germany, which expires on July 31, 2023. The rate of interest for the ABL is the three-month Euribor plus 2.30% (5.76% at May 31, 2023).
[3]	Domestic Credit Facility The Company has a senior secured credit facility (the "Credit Facility") with Wells Fargo Bank, N.A. ("Wells Fargo") that provides for a revolving credit facility with committed availability of up to $165,000. The Credit Facility also includes a $50,000 sublimit for letters of credit and a $15,000 sublimit for Swing Loans. The availability under the revolving credit line within the Credit Facility is subject to a borrowing base, which is based on eligible accounts receivable, eligible inventory and certain real estate, subject to reserves as determined by the lender, and is also limited by amounts outstanding under the Florida Mortgage (see Note 16(b)). The availability under the revolving credit line of the Credit Facility was $71,298 as of May 31, 2023. All amounts outstanding under the Credit Facility will mature and become due on April 19, 2026; however, it is subject to acceleration upon the occurrence of an Event of Default as defined in the Second Amended and Restated Credit Agreement (“the Agreement”). The Company may prepay any amounts outstanding at any time. The commitments under the Credit Facility may be irrevocably reduced at any time, without premium or penalty as set forth in the Agreement. Generally, the Company may designate specific borrowings under the Credit Facility as either Base Rate Loans or SOFR Rate Loans, except that Swing Loans may only be designated as Base Rate Loans. Loans designated as SOFR Rate Loans bear interest at a rate equal to the then applicable SOFR rate plus a range of 1.75 – 2.25% (6.99% at May 31, 2023). Loans designated as Base Rate loans bear interest at a rate equal to the applicable margin for Base Rate Loans plus a range of 0.75 - 1.25% as defined in the Agreement and shall not be lower than 1.75% (9.00% at May 31, 2023). Provided that the Company is in a Compliance Period (the period commencing on that day in which Excess Availability is less than 15% of the Maximum Revolver Amount and ending on a day in which Excess Availability is equal to or greater than 15% for any consecutive 30-day period thereafter), the Credit Facility requires compliance with a financial covenant calculated as of the last day of each month, consisting of a Fixed Charge Coverage Ratio. The Credit Facility also contains covenants, subject to defined carveouts, that limit the ability of the loan parties and certain of their subsidiaries which are not loan parties to, among other things: (i) incur additional indebtedness; (ii) incur liens; (iii) merge, consolidate or dispose of a substantial portion of their business; (iv) transfer or dispose of assets; (v) change their name, organizational identification number, state or province of organization or organizational identity; (vi) make any material change in their nature of business; (vii) prepay or otherwise acquire indebtedness; (viii) cause any change of control; (ix) make any restricted junior payment; (x) change their fiscal year or method of accounting; (xi) make advances, loans or investments; (xii) enter into or permit any transaction with an affiliate of any borrower or any of their subsidiaries; (xiii) use proceeds for certain items; (xiv) issue or sell any of their stock; or (xv) consign or sell any of their inventory on certain terms. In addition, if excess availability under the Credit Facility were to fall below certain specified levels, as defined in the Agreement, the lenders would have the right to assume dominion and control over the Company's cash. As of May 31, 2023, the Company was not in a Compliance Period. The obligations under the Credit Facility documents are secured by a general lien on, and security interest in, substantially all of the assets of the borrowers and certain of the guarantors, including accounts receivable, equipment, real estate, general intangibles, and inventory. The Company has guaranteed the obligations of the borrowers under the Agreement. Charges incurred on the unused portion of the Credit Facility totaled $206 during both the three months ended May 31, 2023 and 2022. These charges are included within Interest and bank charges on the Unaudited Consolidated Statements of Operations and Comprehensive Loss. The Company has deferred financing costs related to the Credit Facility and previous amendments and modifications of the Credit Facility. Deferred financing costs are included in Long-term debt on the accompanying Consolidated Balance Sheets as a contra-liability balance and are amortized through Interest and bank charges in the Unaudited Consolidated Statements of Operations and Comprehensive Loss over the term of the Credit Facility, which expires on April 19, 2026. During the three months ended May 31, 2023, the Company amortized $87 of these costs, as compared to $55 during the three months ended May 31, 2022. The net unamortized balance of these deferred financing costs as of May 31, 2023 was $1,015.
[4]	Shareholder Loan Payable to Sharp In conjunction with the capitalization and funding of the Company’s Onkyo joint venture with its partner Sharp, which was created in order to execute the acquisition of certain assets of the home audio/video business of OHEC on September 8, 2021, Onkyo entered into a loan agreement with the shareholders of the joint venture, PAC and Sharp. The loan balance outstanding at May 31, 2023 represents the portion of the loan payable to Sharp. The loan balance due to PAC eliminates in consolidation. All amounts outstanding under the loan will mature and become payable ten years from the execution date of the acquisition, which is September 8, 2031. The loan may be prepaid subject to the approval of the board of directors of the joint venture and must be repaid if either the put or call option is exercised in accordance with the joint venture agreement. The rate of interest for the shareholder loan is 2.5% and the loan is secured by a second priority lien on and secured interest in all assets of Onkyo.