0000950170-24-082688 | 10-Q | XBRL Viewer

Contingencies	3 Months Ended
May 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Contingencies	(24) 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.

Contingencies

3 Months Ended

May 31, 2024

Commitments and Contingencies Disclosure [Abstract]

(24) 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.

- 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

Fair Value Measurements and Derivatives - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Assets:
Cash and money market funds	$ 4,160	$ 10,986
Mutual funds	$ 761	$ 828
Investment, Type [Extensible Enumeration]	Mutual Fund [Member]	Mutual Fund [Member]
Designated as Hedging Instrument [Member]
Assets:
Interest rate swap agreements	$ 244	$ 263
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Level 1 [Member]
Assets:
Cash and money market funds	$ 4,160	$ 10,986
Mutual funds	761	828
Level 1 [Member] \| Designated as Hedging Instrument [Member]
Assets:
Interest rate swap agreements	$ 0	$ 0
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Level 2 [Member]
Assets:
Cash and money market funds	$ 0	$ 0
Mutual funds	0	0
Level 2 [Member] \| Designated as Hedging Instrument [Member]
Assets:
Interest rate swap agreements	$ 244	$ 263
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Level 3 [Member]
Assets:
Cash and money market funds	$ 0	$ 0
Mutual funds	0	0
Level 3 [Member] \| Designated as Hedging Instrument [Member]
Assets:
Interest rate swap agreements	$ 0	$ 0
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent

Product Warranties and Product Repair Costs (Tables)

3 Months Ended

May 31, 2024

Payables And Accruals Warranties [Abstract]

Schedule of Product Warranty Liability

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,
	2024			2023
Opening balance	$	6,593		$	6,759
Liabilities for warranties accrued during the period		1,333			1,302
Warranty claims settled during the period		(1,304	)		(1,108	)
Ending balance	$	6,622		$	6,953

Variable Interest Entity - Additional Information (Details) - USD ($)		3 Months Ended	12 Months Ended
	Apr. 29, 2021	May 31, 2024	Feb. 28, 2019	Feb. 29, 2024
Variable Interest Entity [Line Items]
Notes, loans and financing receivable, net, noncurrent		1.5
Long-term debt, net of debt issuance costs		$ 63,684,000		$ 71,881,000
Distribution agreement liability amount				9,817,000
GalvanEyes [Member]
Variable Interest Entity [Line Items]
Quarterly installment payment due amount receivable under distribution agreement				$ 2,578,000
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] \| Joint Venture Agreement [Member]
Variable Interest Entity [Line Items]
Debt Instrument, Frequency of Periodic Payment		eight quarterly
Debt instrument, interest rate		8.00%
Notes receivable including accrued interest		$ 2,278,000
Debt instrument first payment		$ 352,000
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		$ 70,003,000

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]
Stockholders equity, beginning of period at Feb. 28, 2023	$ 305,716	$ 262	$ 292,565	$ 99,122	$ (18,680)	$ (37,268)	$ (30,285)
Net (loss) income	(11,387)			(10,738)		(649)
Other comprehensive income, net of tax	177				177
Repurchase of shares of Class A Common Stock	(4,113)						(4,113)
Stock-based compensation expense	235		235
Stockholders equity, end of period at May. 31, 2023	290,628	262	292,800	88,384	(18,503)	(37,917)	(34,398)
Stockholders equity, beginning of period at Feb. 29, 2024	255,393	262	293,272	58,272	(17,366)	(39,474)	(39,573)
Net (loss) income	(9,892)			(9,269)		(623)
Other comprehensive income, net of tax	582				582
Cancellation of EyeLock LLC ownership put option, net of shareholder receivable (see Note 21)	7,539		3,710			3,829
Cash settlement of market stock units upon vesting of remaining award	(1,000)		(1,000)
Repurchase of shares of Class A Common Stock	(248)						(248)
Stock-based compensation expense	62		62
Stockholders equity, end of period at May. 31, 2024	$ 252,436	$ 262	$ 296,044	$ 49,003	$ (16,784)	$ (36,268)	$ (39,821)

- Definition

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

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+ Details

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

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+ Details

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

3 Months Ended

May 31, 2024

May 31, 2023

Leases [Abstract]

Operating lease cost

^[1],[2]

$ 313

$ 365

Finance lease cost:

Amortization of right of use assets

^[2]

109

Interest on lease liabilities

^[3]

Total finance lease cost

$ 121

$ 70

[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.

Capital Structure - Schedule of Capital Units (Details) - $ / shares	3 Months Ended
	May 31, 2024	Feb. 29, 2024
Capital Unit [Line Items]
Treasury stock, shares	4,351,183	4,287,041
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, Voting Rights	-
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
Preferred Stock, Voting Rights	-
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	4,351,183	4,287,041
Common Stock, Shares, Outstanding	19,639,420	19,698,562
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

Lease Obligations

3 Months Ended

May 31, 2024

Leases [Abstract]

Lease Obligations

(19)

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 7 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, 2024.

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

The components of lease cost for the three months ended May 31, 2024 and 2023 were as follows:


	Three months ended May 31,
	2024		2023
Operating lease cost (a) (c)	$	313	$	365
Finance lease cost:
Amortization of right of use assets (a)		109		69
Interest on lease liabilities (b)		12		1
Total finance lease cost		121	$	70

(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, 2024			February 29, 2024
Operating Leases
Operating lease, right of use assets	$	3,053		$	2,577
Total operating lease right of use assets	$	3,053		$	2,577
Accrued expenses and other current liabilities	$	1,031		$	782
Operating lease liabilities, less current portion		2,127			1,884
Total operating lease liabilities	$	3,158		$	2,666
Finance Leases
Property, plant, and equipment, gross		3,835		$	3,835
Accumulated depreciation		(2,972	)		(2,863	)
Total finance lease right of use assets		863		$	972
Accrued expenses and other current liabilities	$	330		$	349
Finance lease liabilities, less current portion		559			644
Total finance lease liabilities	$	889		$	993
Weighted Average Remaining Lease Term
Operating leases	4.3 years			4.9 years
Finance leases	3.0 years			3.1 years
Weighted Average Discount Rate
Operating leases		4.82	%		4.12	%
Finance leases		7.05	%		8.45	%

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


	Operating Leases		Finance Leases
2025	$	1,130		393
2026		856		344
2027		449		129
2028		256		111
2029		250		37
Thereafter		485		-
Total lease payments		3,426		1,014
Less imputed interest		268		125
Total	$	3,158		889

As of May 31, 2024, 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, 2024 and February 29, 2024. Rental income earned by the Company for the three months ended May 31, 2024 and 2023 was $260, as compared to $229, and is recorded within Other income (expense).

Financing Arrangements

3 Months Ended

May 31, 2024

Debt Disclosure [Abstract]

Financing Arrangements

(17) Financing Arrangements

The Company has the following financing arrangements:


	May 31, 2024		February 29, 2024
Debt
Domestic credit facility (a)	$	59,480	$	63,843
Florida mortgage (b)		5,490		5,615
Euro asset-based lending obligation - VOXX Germany (c)		-		-
Shareholder loan payable (d)		3,662		3,813
Total debt		68,632		73,271
Less: current portion of long-term debt		4,162		500
Long-term debt		64,470		72,771
Less: debt issuance costs		786		890
Total long-term debt, net of debt issuance costs	$	63,684	$	71,881

(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 sub-limit for letters of credit and a $15,000 sub-limit 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, certain real estate, and certain intellectual property, subject to reserves as determined by the lender, and is also limited by amounts outstanding under the Florida Mortgage (see Note 17(b)). The availability under the revolving credit line of the Credit Facility was $44,349 as of May 31, 2024.

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% (7.29% at May 31, 2024). 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% (9.25% at May 31, 2024).

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, including the declaration of dividends; (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, 2024, 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, as parent, has guaranteed the obligations of its subsidiary borrowers under the Agreement.

Charges incurred on the unused portion of the Credit Facility during the three months ended May 31, 2024 totaled $147, compared to $206 during the three months ended May 31, 2023. 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, 2024, the Company amortized $92 of these costs, as compared to $87 during the three months ended May 31, 2023. The net unamortized balance of these deferred financing costs as of May 31, 2024 was $707.

(a)

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. The Florida Mortgage bears interest at 79% of the applicable SOFR Rate plus 1.87% (6.09% at May 31, 2024) and 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 April 2021 and February 2023. The Company is in compliance with the financial covenants of the Florida Mortgage, which are as defined in the Company’s Credit Facility with Wells Fargo dated April 26, 2016, as amended.

The Company has deferred financing costs related to the Florida Mortgage and a previous amendment to the loan agreement, 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 remaining term of the Florida Mortgage. The Company amortized $11 of these costs during the three months ended May 31, 2024, as compared to $9 during the three months ended May 31, 2023. The net unamortized balance of these deferred financing costs as of May 31, 2024 is $79.

The Company has an interest rate swap agreement to hedge interest rate exposure related to the Florida Mortgage. The swap contract has a set fixed rate equal to 3.43% (See Note 5).

(a)

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 October 31, 2024. The rate of interest for the ABL is the three-month Euribor plus 3.55% (7.34% at May 31, 2024).

(a)

Shareholder Loan Payable

In conjunction with the capitalization and funding of the Company’s Onkyo joint venture, 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. The loan balance outstanding at May 31, 2024 represents the portion of the loan payable to PAC's joint venture partner. 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 (see Note 2). 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Supply Chain Financing - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Supply Chain Financing [Abstract]
Proceeds from sale of continuing operations	$ 18,958	$ 27,274

Fair Value Measurements and Derivatives - Additional Information (Details)	3 Months Ended
	May 31, 2024 USD ($) Derivative	May 03, 2023
Derivative Instruments Gain Loss [Line Items]
Derivative, Fixed Interest Rate	3.43%	3.43%
Amount excluded from assessment of hedge effectiveness	$ 0
Foreign currency contracts terminated \| Derivative	0
Open Forward Foreign Currency Option Contracts [Member]
Derivative Instruments Gain Loss [Line Items]
Current outstanding notional value	$ 10,350,000
Interest Rate Swap [Member]
Derivative Instruments Gain Loss [Line Items]
Current outstanding notional value	$ 5,490,000

Lease Obligations - Schedule of Maturities of Leases Liabilities (Details) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Operating Leases
2025	$ 1,130
2026	856
2027	449
2028	256
2029	250
Thereafter	485
Total lease payments	3,426
Less imputed interest	268
Total	3,158	$ 2,666
Finance Leases
2025	393
2026	344
2027	129
2028	111
2029	37
Thereafter	0
Total lease payments	1,014
Less imputed interest	125
Total	$ 889	$ 993

Accumulated Other Comprehensive Loss - Additional Information (Details) $ in Thousands	3 Months Ended
	May 31, 2024 USD ($)
Accumulated Other Comprehensive Income Loss [Line Items]
Other comprehensive (loss) income, net of tax impact related to derivatives designated in hedging relationship	$ (6)
Foreign Currency Translation Gains [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Other comprehensive (loss) income before reclassifications	595
Foreign Currency Translation Gains [Member] \| Intercompany Transactions Of Long Term Investment Nature [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Other comprehensive (loss) income before reclassifications	78
Foreign Currency Translation Gains [Member] \| Translating Financial Statements [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Other comprehensive (loss) income before reclassifications	$ 517

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Product Warranties and Product Repair Costs - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Payables And Accruals Warranties [Abstract]
Opening balance	$ 6,593	$ 6,759
Liabilities for warranties accrued during the period	1,333	1,302
Warranty claims settled during the period	(1,304)	(1,108)
Ending balance	$ 6,622	$ 6,953

Fair Value Measurements and Derivatives - Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Prepaid expenses and other current assets	$ 16,759	$ 20,820
Derivative Assets and Liabilities	244	263
Designated as Hedging Instrument [Member] \| Foreign Exchange Forward [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Prepaid expenses and other current assets	102	121
Designated as Hedging Instrument [Member] \| Interest Rate Swap [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Other assets	$ 142	$ 142

Variable Interest Entity

3 Months Ended

May 31, 2024

Variable Interest Entity [Abstract]

Variable Interest Entity

(21) 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 February 28, 2025. 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 $70,003 as of May 31, 2024.

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 “Distribution Agreement”) with GalvanEyes LLC (“GalvanEyes”), a Florida LLC managed by Beat Kahli, a significant shareholder of Voxx's Class A Common Shares, and the Co-Vice Chairman of Voxx's Board of Directors. The Distribution Agreement provided that GalvanEyes would 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 Distribution Agreement date. The Distribution Agreement also included a put/call arrangement, whereby GalvanEyes had 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 had the ability to call the exclusivity during the term of the Distribution Agreement, based on the occurrence of certain events, which would result in a 20.0% equity interest given to GalvanEyes. Under the Distribution Agreement, in addition to paying for any products purchased, GalvanEyes 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. As of February 29, 2024, quarterly installment payments due from GalvanEyes under the Distribution Agreement were past due and totaled $2,578. A promissory note was signed by GalvanEyes on March 1, 2024 for the repayment of the remaining quarterly installments payable. The balance will be paid in eight quarterly installments beginning May 31, 2024 and ending on February 28, 2026 with interest accruing at a rate of 8%. The first payment, in the amount of $352, which included principal and interest, was received on May 31, 2024. The balance due under the promissory note at May 31, 2024, including accrued interest, totaled $2,278.

On March 1, 2024, EyeLock LLC entered into a joint venture agreement (the "JV Agreement") with GalvanEyes to engage in a newly formed entity, BioCenturion LLC, to operate a biometrics business (see Note 12). EyeLock contributed assets, including all of its inventory and intangible assets, to the joint venture. Beat Kahli will serve as Chairman of the Board and Chief Executive Officer of BioCenturion LLC. Simultaneously with the formation of the joint venture and execution of the JV Agreement, the Distribution Agreement was terminated. The put option established by the Disclosure Agreement was canceled and the liability of $9,817 on the Company's Consolidated Balance Sheet at February 29, 2024, representing the prepayment made by GalvanEyes of a 20.0% interest in EyeLock upon exercise of the put option has been reclassified to Additional paid in capital and Non-controlling interest in proportion to the Company's ownership interest in EyeLock. The balance due on the promissory note receivable from GalvanEyes was also reclassified to Additional paid in capital, representing a contra-equity balance until the note is repaid.

The Company has concluded that BioCenturion is a variable interest entity for which EyeLock lacks the power to direct the activities that most significantly impact the joint venture's economic performance. As EyeLock is not the primary beneficiary, it does not consolidate the variable interest entity.

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, 2024 and February 29, 2024:


	May 31, 2024			February 29, 2024
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	384		$	-
Accounts receivable, net		(130	)		64
Inventory, net		-			1,839
Due from GalvanEyes LLC, current		-			1,238
Prepaid expenses and other current assets		539			58
Total current assets		793			3,199
Equity investment		2,225			-
Property, plant and equipment, net		-			4
Intangible assets, net		-			1,514
Due from GalvanEyes LLC, less current portion		-			1,340
Other assets		5			5
Total assets	$	3,023		$	6,062
Liabilities and Partners' Deficit
Current liabilities:
Accounts payable	$	676		$	759
Interest payable to VOXX		16,971			16,525
Accrued expenses and other current liabilities		132			287
Due to VOXX		70,003			69,377
Total current liabilities		87,782			86,948
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC		-			9,817
Other long-term liabilities		1,200			1,200
Total liabilities		88,982			97,965
Commitments and contingencies
Partners' deficit:
Capital		48,955			41,416
Retained losses		(134,914	)		(133,319	)
Total partners' deficit		(85,959	)		(91,903	)
Total liabilities and partners' deficit	$	3,023		$	6,062

Revenues and Expenses of EyeLock LLC

The following table sets forth the revenues and expenses of EyeLock LLC that were included in our Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three months ended May 31, 2024 and 2023:


	For the three months ended May 31,
	2024			2023
Net sales	$	8		$	100
Cost of sales		-			52
Gross profit		8			48
Operating expenses:
Selling		1			189
General and administrative		37			439
Engineering and technical support		(13	)		658
Total operating expenses		25			1,286
Operating loss		(17	)		(1,238	)
Other expense:
Interest and bank charges		(451	)		(428	)
Equity in loss of equity investee		(764	)		-
Other, net		(363	)		-
Total other expense, net		(1,578	)		(428	)
Loss before income taxes		(1,595	)		(1,666	)
Income tax expense		-			-
Net loss	$	(1,595	)	$	(1,666	)

Supplemental Cash Flow Information (Tables)

3 Months Ended

May 31, 2024

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,
	2024		2023
Non-cash investing and financing activities:
Recording of redeemable equity	$	-	$	(23	)
Investment in BioCenturion LLC		2,989		-
Cancellation of EyeLock LLC ownership put option		9,817		-
Reclassification of shareholder receivable to equity		2,278		-
Recording of excise tax attributable to treasury stock repurchases		2		-
Right of use assets obtained in exchange for operating lease obligations		466		209
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	296	$	312
Operating cash flows from finance leases		12		1
Finance cash flows from finance leases		105		70
Cash paid during the period:
Interest (excluding bank charges)	$	1,635	$	994
Income taxes (net of refunds)		2,029		364

Accounting for Stock-Based Compensation (Tables)

3 Months Ended

May 31, 2024

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Schedule of Redeemable Equity Related to Stock Awards and Shares

A rollforward of redeemable equity related to stock awards and shares held by Mr. Lavelle for the three months ended May 31, 2024 is as follows:


	Redeemable Equity
Balance at February 29, 2024	$	4,110
Stock based compensation expense		-
Balance at May 31, 2024	$	4,110

Summary of Activity Related to 2012 and 2014 Plans

The following table presents a summary of the activity related to the 2012 and 2014 Plans for the three months ended May 31, 2024:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested award balance at February 29, 2024		176,312		$	8.93
Granted		-			-
Vested		-			-
Vested and settled		(5,000	)		10.66
Unvested award balance at May 31, 2024		171,312		$	8.88

Lease Obligations (Tables)

3 Months Ended

May 31, 2024

Leases [Abstract]

Schedule of Components of Lease Cost

The components of lease cost for the three months ended May 31, 2024 and 2023 were as follows:


	Three months ended May 31,
	2024		2023
Operating lease cost (a) (c)	$	313	$	365
Finance lease cost:
Amortization of right of use assets (a)		109		69
Interest on lease liabilities (b)		12		1
Total finance lease cost		121	$	70

(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, 2024			February 29, 2024
Operating Leases
Operating lease, right of use assets	$	3,053		$	2,577
Total operating lease right of use assets	$	3,053		$	2,577
Accrued expenses and other current liabilities	$	1,031		$	782
Operating lease liabilities, less current portion		2,127			1,884
Total operating lease liabilities	$	3,158		$	2,666
Finance Leases
Property, plant, and equipment, gross		3,835		$	3,835
Accumulated depreciation		(2,972	)		(2,863	)
Total finance lease right of use assets		863		$	972
Accrued expenses and other current liabilities	$	330		$	349
Finance lease liabilities, less current portion		559			644
Total finance lease liabilities	$	889		$	993
Weighted Average Remaining Lease Term
Operating leases	4.3 years			4.9 years
Finance leases	3.0 years			3.1 years
Weighted Average Discount Rate
Operating leases		4.82	%		4.12	%
Finance leases		7.05	%		8.45	%

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
2025	$	1,130		393
2026		856		344
2027		449		129
2028		256		111
2029		250		37
Thereafter		485		-
Total lease payments		3,426		1,014
Less imputed interest		268		125
Total	$	3,158		889

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, 2024	May 31, 2023
Foreign Exchange Forward [Member]
Derivative Instruments Gain Loss [Line Items]
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	$ 8	$ 0
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	$ (21)	$ 0
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	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	$ 0	$ (60)
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	$ 0	$ 0

Accounting for Stock-Based Compensation

3 Months Ended

May 31, 2024

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 29, 2024.

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 2023, the Company granted 18,116 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 2023 was $9.89.

Grant of Shares to President and Chief Executive Officer

On July 8, 2019, the Board of Directors approved a five-year Employment Agreement (the “Employment Agreement”), effective March 1, 2019, by and between the Company and Patrick M. Lavelle, the Company’s President and Chief Executive Officer. Under the terms of the Employment Agreement, in addition to a $1,000 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 issued on each of March 1, 2020, March 1, 2021, and March 1, 2022 under the 2012 Plan.

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 increased 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 equaled or exceeded $15.00. 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 $23 during the three months ended May 31, 2023 related to these MSU’s using the graded vesting attribution method over the performance period. For the three months ended May 31, 2024, no remaining compensation expense was recognized related to the MSU's, as the remaining 20% of this award vested on March 1, 2024 and was settled in cash, resulting in a payment made to Mr. Lavelle in the amount of $1,000 during the first quarter of Fiscal 2025.

On September 28, 2023, the term of Mr. Lavelle's employment agreement was extended for one year through February 28, 2025 under which his annual salary will be $750 and he will receive a $250 cash equivalent share grant to be awarded in quarterly increments calculated on the fair market value of the Company's Class A Common Stock on each of June 30, 2024, September 30, 2024, December 31, 2024, and March 31, 2025. We recognized stock-based compensation expense of $59 during the three months ended May 31, 2024 related to this stock grant, which has been recorded using the graded vesting attribution method.

All stock grants under the Employment Agreement are subject to a hold requirement as specified in the Employment Agreement. The Employment Agreement gives Mr. Lavelle the right to require the Company to redeem his shares if a specific contingent change in control event occurs. The contingent event under which Mr. Lavelle may exercise his right to redemption includes a change of control transaction wherein the Shalam Group would become a 40% or less holder of the total combined voting power of all outstanding voting securities of the Company. 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. Shares previously held by Mr. Lavelle under the 2014 Plan and those personally purchased by Mr. Lavelle have been reclassified from permanent equity to redeemable equity. As the contingent events that would allow Mr. Lavelle to redeem the shares are not probable at this time, remeasurement of the amounts in redeemable equity have not been recorded. The Employment Agreement contains certain restrictive and non-solicitation covenants.

A rollforward of redeemable equity related to stock awards and shares held by Mr. Lavelle for the three months ended May 31, 2024 is as follows:


	Redeemable Equity
Balance at February 29, 2024	$	4,110
Stock based compensation expense		-
Balance at May 31, 2024	$	4,110

Grant of Shares to Chief Financial Officer and Chief Operating Officer

On July 8, 2019, the Board of Directors approved a five-year Employment Agreement, effective March 1, 2019, by and between the Company and Loriann Shelton, the Company’s Chief Financial Officer and Chief Operating Officer. On September 28, 2023, the term of the agreement was extended for one year through February 28, 2025 under which Ms. Shelton will receive, in addition to her annual salary, a $100 cash equivalent share grant to be awarded in quarterly increments calculated on the fair market value of the Company's Class A Common Stock on each of June 30, 2024, September 30, 2024, December 31, 2024, and March 31, 2025. We recognized stock-based compensation expense of $24 during the three months ended May 31, 2024 related to this stock grant, which has been recorded using the graded vesting attribution method.

Grant of Shares to Beat Kahli

On February 6, 2023, Voxx appointed Beat Kahli, a significant shareholder of the Company's Class A Common Stock, President of the Company for one year. 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 $4 and $97 during the three months ended May 31, 2024 and 2023, respectively, related to this stock grant. The grant fair value of these shares was $10.66 per share and compensation expense is recorded using the graded vesting attribution method. Mr. Kahli's employment agreement expired on February 29, 2024. He remains Co-vice Chairman of the Company's Board of Directors. On March 1, 2024, Patrick Lavelle resumed the role of President of the Company.

The following table presents a summary of the activity related to the 2012 and 2014 Plans for the three months ended May 31, 2024:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested award balance at February 29, 2024		176,312		$	8.93
Granted		-			-
Vested		-			-
Vested and settled		(5,000	)		10.66
Unvested award balance at May 31, 2024		171,312		$	8.88

At May 31, 2024, there were 605,295 vested and unsettled RSU awards under the Company’s 2014 Plan with a weighted average fair value of $6.23.

During the three months ended May 31, 2024 and 2023, the Company recorded $146 and $258, respectively, in total stock-based compensation related to the 2012 and 2014 Plans, including executive employment agreements. As of May 31, 2024, there was approximately $720 of unrecognized stock-based compensation expense related to unvested RSU awards and stock grants.

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

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Cash flows from operating activities:
Net loss	$ (10,177)	$ (11,705)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	2,864	3,247
Amortization of debt discount	103	96
Bad debt (recovery) expense	(9)	16
Reduction in the carrying amount of the right of use asset	313	365
Loss on contribution of assets to joint venture	413
Equity in income of equity investees	(351)	(1,616)
Distribution of income from equity investees	958	1,596
Deferred income tax benefit	(80)	(232)
Non-cash compensation adjustment	(67)	(154)
Stock based compensation expense	146	258
(Gain) loss on disposal of property, plant, and equipment	0	(33)
Gain on sale of intangible asset	0	(450)
Changes in operating assets and liabilities:
Accounts receivable	6,247	17,401
Inventory	10,442	(9,321)
Receivables from vendors	2	(23)
Prepaid expenses and other	4,315	(1,086)
Investment securities-trading	67	154
Accounts payable, accrued expenses, accrued sales incentives, contract liabilities, and other liabilities	(14,715)	8,220
Income taxes payable	(2,554)	(1,480)
Net cash (used in) provided by operating activities	(2,083)	5,253
Cash flows from investing activities:
Purchases of property, plant, and equipment	(648)	(817)
Proceeds from sale of property, plant, and equipment	0	33
Net cash used in investing activities	(648)	(784)
Cash flows from financing activities:
Principal payments on finance lease obligation	(105)	(70)
Repayment of bank obligations	(43,749)	(39,546)
Borrowings on bank obligations	39,261	37,089
Deferred financing costs	0	(55)
Settlement of market stock unit awards	(1,000)	0
Purchase of treasury stock	(246)	(4,113)
Net cash used in financing activities	(5,839)	(6,695)
Effect of exchange rate changes on cash	1,744	1,327
Net decrease in cash and cash equivalents	(6,826)	(899)
Cash and cash equivalents at beginning of period	10,986	6,134
Cash and cash equivalents at end of period	$ 4,160	$ 5,235

Segment Reporting (Tables)

3 Months Ended

May 31, 2024

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 (a)			Corporate/ Eliminations			Total
Three Months Ended May 31, 2024
Net sales	$	27,685		$	63,918		$	8		$	50		$	91,661
Equity in income (loss) of equity investees		1,115			-			(764	)		-			351
Interest expense and bank charges		411			1,817			451			(541	)		2,138
Depreciation and amortization expense		743			1,471			-			650			2,864
Loss before income taxes		(1,816	)		(1,324	)		(1,595	)		(6,036	)		(10,771	)

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		(1,278	)		(3,759	)		(1,666	)		(6,323	)		(13,026	)

(a) On March 1, 2024, the Company's majority owned subsidiary, EyeLock LLC, contributed assets, including inventory and intangible assets, to a newly formed joint venture, BioCenturion LLC, which will operate a Biometrics business. For the three months ended May 31, 2024, the Company accounted for its investment in BioCenturion LLC as an equity method investment (see Note 12).

Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	May 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 5,716
2026	4,755
2027	3,053
2028	2,827
2029	$ 2,764

Segment Reporting

3 Months Ended

May 31, 2024

Segment Reporting [Abstract]

Segment Reporting

(22) 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, distributes and markets automotive security, vehicle access, and remote start modules and systems; smart phone telematics applications; mobile multi-media infotainment products and rear-seat entertainment products, including overhead, seat-back, and headrest systems; rear observation and collision avoidance systems; blind spot sensors; automotive sensing and camera systems; driver distraction products; 360 camera applications; distribution of satellite radios, including plug and play models and direct connect models; cruise control systems; private label audio products; heated seats; interior lighting solutions; security and shock sensors; turn signal switches; puddle lamps; box lights; harnesses; Electric Vehicle Sound Systems ("EVSS"); interior lighting systems; and logo lighting modules.

Our Consumer Electronics segment designs, manufactures, distributes and markets premium loudspeakers; architectural speakers; commercial and cinema speakers; outdoor speakers; wireless and Bluetooth speakers; A/V receivers; high performance 2 channel loudspeakers; high performance 2 channel electronics; high performance party speakers; home theater systems; business music systems; streaming music systems; on-ear and in-ear headphones; wired and wireless headphones and ear buds; Bluetooth headphones and ear buds; soundbars; solar powered balcony systems; High-Definition Television ("HDTV") antennas; Wireless Fidelity ("WiFi") antennas; High-Definition Multimedia Interface ("HDMI") accessories; hearing aids and personal sound amplifiers; karaoke products; infant/nursery products; home electronic accessories such as cabling, power cords, and other connectivity products; performance enhancing electronics; T.V. universal remote controls; flat panel TV mounting systems; power supply systems and charging products; electronic equipment cleaning products; set-top boxes; and home and portable stereos.

Our Biometrics segment consists of an equity investment in BioCenturion LLC (see Note 12) which 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 intersegment sales are not material. 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 (a)			Corporate/ Eliminations			Total
Three Months Ended May 31, 2024
Net sales	$	27,685		$	63,918		$	8		$	50		$	91,661
Equity in income (loss) of equity investees		1,115			-			(764	)		-			351
Interest expense and bank charges		411			1,817			451			(541	)		2,138
Depreciation and amortization expense		743			1,471			-			650			2,864
Loss before income taxes		(1,816	)		(1,324	)		(1,595	)		(6,036	)		(10,771	)

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		(1,278	)		(3,759	)		(1,666	)		(6,323	)		(13,026	)

- 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Capital Structure (Tables)

3 Months Ended

May 31, 2024

Equity [Abstract]

Schedule of Capital Units

The Company's capital structure is as follows:


			Shares Authorized				Shares Outstanding
Security	Par Value		May 31, 2024		February 29, 2024		May 31, 2024		February 29, 2024		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		19,639,420		19,698,562		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			4,351,183		4,287,041	N/A		N/A		N/A

Revenue from Contracts with Customers - Additional Information (Details) $ in Thousands	3 Months Ended
	May 31, 2024 USD ($) Segment	Feb. 29, 2024 USD ($)
Disaggregation Of Revenue [Line Items]
Contract with customer, right to recover product	$ 1,155	$ 1,683
Contract with customer, refund liability	2,476	3,648
Contract with customer, liability	$ 4,198	4,419
Number of reportable segments \| Segment	3
Contract liability to be recognized during the next twelve months	$ 3,574	3,810
Contract with customer, Asset	0	$ 0
Telematic Subscription Services [Member] \| Directed LLC and Directed Electronics Canada Inc [Member]
Disaggregation Of Revenue [Line Items]
Contract with customer, liability	4,198
Contract liability to be recognized during the next twelve months	$ 3,574
Minimum [Member]
Disaggregation Of Revenue [Line Items]
Warrant period	30 days
Maximum [Member]
Disaggregation Of Revenue [Line Items]
Warrant period	3 years

Fair Value Measurements and Derivatives (Tables)

3 Months Ended

May 31, 2024

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, 2024:


			Fair Value Measurements at Reporting Date Using
	Total		Level 1		Level 2		Level 3
Assets:
Cash and money market funds	$	4,160	$	4,160	$	-	$	-
Mutual funds		761		761		-		-
Derivatives designated for hedging		244		-		244		-

The following table presents financial assets and liabilities measured at fair value on a recurring basis at February 29, 2024:


			Fair Value Measurements at Reporting Date Using
	Total		Level 1		Level 2		Level 3
Assets:
Cash and money market funds	$	10,986	$	10,986	$	-	$	-
Mutual funds		828	$	828	$	-	$	-
Derivatives designated for hedging		263		-		263		-

Fair Value, by Balance Sheet Grouping

The following table discloses the fair value as of May 31, 2024 and February 29, 2024 of the Company’s derivative instruments:


	Derivative Assets and Liabilities
		Fair Value
	Account	May 31, 2024		February 29, 2024
Derivative instruments
Foreign currency contracts designated as cash flow hedges	Prepaid expenses and other current assets	$	102	$	121
Interest rate swap agreements designated as cash flow hedges	Other assets		142		142
Total derivatives		$	244	$	263

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, 2024 and 2023 was as follows:


	Three months ended
	May 31, 2024
	Pretax Gain Recognized in Other Comprehensive Income		Pretax Loss Reclassified from Accumulated Other Comprehensive Income
Cash flow hedges
Foreign currency contracts	$	8	$	(21	)
Interest rate swaps		-		-


	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
Foreign currency contracts	$	-		$	-
Interest rate swaps		(60	)		-

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended
	May 31, 2024	May 31, 2023	Feb. 29, 2024
Goodwill and Intangible Assets [Line Items]
Goodwill	$ 63,283,000		$ 63,931,000
Amortization of Intangible Assets	1,580,000	$ 1,680,000
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

Capital Structure (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023	Feb. 29, 2024
Capital Unit [Line Items]
Repurchase of shares of Class A Common Stock	$ 248	$ 4,113
Common Class A [Member]
Capital Unit [Line Items]
Redeemable equity shares outstanding	577,581		577,581
Repurchase of shares of common stock	64,142	371,087
Stock repurchase program, number of shares authorized to be repurchased	816,911

Revenue from Contracts with Customers

3 Months Ended

May 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

(23) 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 and automotive electronic. 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. We recognize revenue for sales to our customers when transfer of control of the related good or service has occurred. Our revenue was predominantly recognized under the point in time approach for the three months ended May 31, 2024 and 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, 2024 and February 29, 2024, the balance of the return asset was $1,155 and $1,683, respectively, and the balance of the refund liability was $2,476 and $3,648, 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.

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 $4,198 at May 31, 2024 related to telematic subscription services. The following table provides a reconciliation of the Company’s contract liabilities as of May 31, 2024:



Balance at February 29, 2024	$	4,419
Subscription payments received		1,481
Revenue recognized		(1,702	)
Balance at May 31, 2024	$	4,198

$3,574 of the contract liability balance at May 31, 2024 will be recognized during the next twelve months. The Company had no contract asset balances at May 31, 2024 or February 29, 2024.

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, 2024 and 2023:


	Three months ended May 31,
	2024		2023
Automotive Electronics Segment
OEM Products	$	12,839	$	20,283
Aftermarket Products		14,846		18,129
Total Automotive Segment		27,685		38,412
Consumer Electronics Segment
Premium Audio Products		48,382		47,604
Other Consumer Electronic Products		15,536		25,726
Total Consumer Electronics Segment		63,918		73,330
Biometrics Segment
Biometric Products (a)		8		100
Total Biometrics Segment		8		100
Corporate/Eliminations		50		84
Total Net Sales	$	91,661	$	111,926

(a) On March 1, 2024, the Company's majority owned subsidiary, EyeLock LLC, contributed assets, including inventory and intangible assets, to a newly formed joint venture, BioCenturion LLC, that will operate a Biometrics business. For the three months ended May 31, 2024, the Company accounted for its investment in BioCenturion LLC as an equity method investment (see Note 12).

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Inventory (Tables)

3 Months Ended

May 31, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories by major category are as follows:


	May 31, 2024		February 29, 2024
Raw materials	$	19,140	$	21,527
Work in process		741		736
Finished goods		96,349		106,208
Inventory	$	116,230	$	128,471

Research and Development - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Research and Development [Abstract]
Research and development expense	$ 1,397	$ 2,376

Income Taxes

3 Months Ended

May 31, 2024

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, 2024, the Company recorded an income tax benefit of $594, which includes a discrete income tax benefit of $107 related 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, 2024 was an income tax benefit of 5.5% on pre-tax loss of $10,771. The effective tax rate for the three months ended May 31, 2024 differed 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.

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.

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.

At May 31, 2024 and February 29, 2024, the Company had an uncertain tax position liability balance of $706 and $809, respectively, 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Segment Reporting - Schedule of Segment Reporting Information by Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Segment Reporting Information [Line Items]
Net sales	$ 91,661	$ 111,926
Equity in income (loss) of equity investees	351	1,616
Interest expense and bank charges	2,138	1,546
Depreciation and amortization expense	2,864	3,247
Income (loss) before income taxes	(10,771)	(13,026)
Operating Segments [Member] \| Automotive Electronics [Member]
Segment Reporting Information [Line Items]
Net sales	27,685	38,412
Equity in income (loss) of equity investees	1,115	1,616
Interest expense and bank charges	411	551
Depreciation and amortization expense	743	880
Income (loss) before income taxes	(1,816)	(1,278)
Operating Segments [Member] \| Consumer Electronics [Member]
Segment Reporting Information [Line Items]
Net sales	63,918	73,330
Equity in income (loss) of equity investees	0	0
Interest expense and bank charges	1,817	2,064
Depreciation and amortization expense	1,471	1,463
Income (loss) before income taxes	(1,324)	(3,759)
Operating Segments [Member] \| Biometrics [Member]
Segment Reporting Information [Line Items]
Net sales	8	100
Equity in income (loss) of equity investees	(764)	0
Interest expense and bank charges	451	428
Depreciation and amortization expense	0	70
Income (loss) before income taxes	(1,595)	(1,666)
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Net sales	50	84
Equity in income (loss) of equity investees	0	0
Interest expense and bank charges	(541)	(1,497)
Depreciation and amortization expense	650	834
Income (loss) before income taxes	$ (6,036)	$ (6,323)

Redeemable Non-Controlling Interest - Rollforward of the Redeemable Non-controlling Interest (Details) $ in Thousands	3 Months Ended
	May 31, 2024 USD ($)
Redeemable Noncontrolling Interest [Line Items]
Balance at Beginning Period	$ (3,203)
Balance at Ending Period	(3,158)
Onkyo Home Entertainment Corporation [Member]
Redeemable Noncontrolling Interest [Line Items]
Balance at Beginning Period	(3,203)
Net loss attributable to non-controlling interest	(286)
Comprehensive income attributable to non-controlling interest	179
Foreign currency translation	152
Balance at Ending Period	$ (3,158)

Investment Securities (Tables)

3 Months Ended

May 31, 2024

Investment Securities [Abstract]

Summary of Investment Securities

As of May 31, 2024, and February 29, 2024, the Company had the following investments:


	May 31, 2024
	Fair Value
Investment Securities
Marketable Equity Securities
Mutual funds	$	761
Total Marketable Equity Securities		761
Total Investment Securities	$	761


	February 29, 2024
	Fair Value
Investment Securities
Marketable Equity Securities
Mutual funds	$	828
Total Marketable Securities		828
Total Investment Securities	$	828

Lease Obligations - Additional Information (Details) - USD ($)	3 Months Ended
	May 31, 2024	May 31, 2023
Leases [Line Items]
Short term leases	$ 0
Other Income (Expense) [Member]
Leases [Line Items]
Rental income	$ 260,000	$ 229,000
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	7 years

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Income Statement [Abstract]
Net sales	$ 91,661	$ 111,926
Cost of sales	66,252	84,346
Gross profit	25,409	27,580
Operating expenses:
Selling	9,590	11,166
General and administrative	16,457	19,427
Engineering and technical support	6,244	8,337
Restructuring expenses	231	59
Total operating expenses	32,522	38,989
Operating loss	(7,113)	(11,409)
Other (expense) income:
Interest and bank charges	(2,138)	(1,546)
Equity in income of equity investees	351	1,616
Final arbitration award	0	(986)
Other, net	(1,871)	(701)
Total other expense, net	(3,658)	(1,617)
Loss before income taxes	(10,771)	(13,026)
Income tax benefit	(594)	(1,321)
Net loss	(10,177)	(11,705)
Less: net loss attributable to non-controlling interest	(908)	(967)
Net loss attributable to VOXX International Corporation and Subsidiaries	(9,269)	(10,738)
Other comprehensive income (loss):
Foreign currency translation adjustments	595	238
Derivatives designated for hedging	(13)	(60)
Pension plan adjustments	0	(1)
Other comprehensive income, net of tax	582	177
Comprehensive loss attributable to VOXX International Corporation and Subsidiaries	$ (8,687)	$ (10,561)
Loss per share - basic: Attributable to VOXX International Corporation and Subsidiaries	$ (0.4)	$ (0.45)
Loss per share - diluted: Attributable to VOXX International Corporation and Subsidiaries	$ (0.4)	$ (0.45)
Weighted-average common shares outstanding (basic)	23,139,876	23,795,718
Weighted-average common shares outstanding (diluted)	23,139,876	23,795,718

Equity Investments - Equity Method Investments, Summarized Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023	Feb. 29, 2024	Feb. 28, 2023
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Summarized Financial Information, Current Assets	$ 207,399		$ 235,868
Equity Method Investment, Summarized Financial Information, Current Liabilities	86,226		96,983
Equity Method Investment Summarized Financial Information, Equity	252,436	$ 290,628	255,393	$ 305,716
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss)	25,409	27,580
Equity Method Investment, Summarized Financial Information, Net Income (Loss)	(10,177)	(11,705)
ASA Electronics, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Summarized Financial Information, Current Assets	44,504		43,790
Equity Method Investment, Summarized Financial Information, Noncurrent Assets	7,486		7,579
Equity Method Investment, Summarized Financial Information, Current Liabilities	8,916		8,609
Equity Method Investment Summarized Financial Information, Equity	43,074		$ 42,760
Equity Method Investment, Summarized Financial Information, Revenue	17,205	22,693
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss)	4,803	6,086
Equity Method Investment, Summarized Financial Information, Income (Loss) from Continuing Operations	1,959	3,066
Equity Method Investment, Summarized Financial Information, Net Income (Loss)	$ 2,230	$ 3,231

Net Loss Per Common Share

3 Months Ended

May 31, 2024

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,
	2024		2023
Weighted-average common shares outstanding (basic)		23,139,876		23,795,718
Effect of dilutive securities:
Restricted stock units, market stock units, and stock grants		-		-
Weighted-average common shares and potential common shares outstanding (diluted)		23,139,876		23,795,718

Restricted stock units, market stock units, and stock grants of 267,209 and 295,582 for the three months ended May 31, 2024 and 2023, respectively, were not included in the net loss per diluted share calculation because the grant prices of the restricted stock units, market stock units, and stock grants were 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.

Equity Investments

3 Months Ended

May 31, 2024

Equity Method Investment, Summarized Financial Information [Abstract]

Equity Investment

(12) Equity Investments

BioCenturion LLC

On March 1, 2024, the Company's majority owned subsidiary, EyeLock LLC, entered into a joint venture agreement with GalvanEyes Partners LLC to form BioCenturion LLC ("BioCenturion," or the "joint venture"). EyeLock contributed assets with a net book value totaling $3,403 into the newly created BioCenturion LLC, in exchange for a 50% membership interest in the joint venture. The following summarizes the preliminary allocation of the assets contributed to the joint venture by EyeLock on March 1, 2024 based upon their fair values:


	March 1, 2024
Assets contributed:
Inventory	$	1,839
Accounts receivable, net		46
Property, plant, and equipment		4
Tradenames		1,630
Developed technology		2,460
Total contribution	$	5,979

BioCenturion LLC operates in the biometrics business. All working capital needs and funding of the joint venture shall be borne by GalvanEyes for the first two years of the joint venture agreement and GalvanEyes will control the day-to-day operations of BioCenturion. Beat Kahli, who previously served as President of Voxx and as CEO of GalvanEyes, and who is a significant shareholder of Voxx's Class A Common Shares and currently serves as Vice-chairman of Voxx's Board of Directors, is Chairman of the Board and Chief Executive Officer of BioCenturion LLC. The Company has concluded that BioCenturion is a variable interest entity for which EyeLock lacks the power to direct the activities that most significantly impact the joint venture's economic performance. As EyeLock is not the primary beneficiary, it does

not consolidate the variable interest entity. However, due to EyeLock's ability to exercise significant influence, the investment will be accounted for under the equity method of accounting in accordance with ASC 323, "Investments - Equity Method and Joint Ventures."

The investment in BioCenturion LLC was recorded at its initial fair value of $2,989 on March 1, 2024 in accordance with ASC 810-10-40 upon the deconsolidation of the group of assets, which represented a business pursuant to ASC 805, "Business Combinations." EyeLock recorded a loss on the contribution of assets to the joint venture of $413 for the three months ended May 31, 2024, which is presented within Other expenses, net on the Company's Unaudited Consolidated Statements of Operations and Comprehensive Loss.

The Company will apply the hypothetical liquidation book value method ("HLBV") to determine the allocation of profits and losses of the joint venture to EyeLock. The liquidation rights and priorities are defined in the joint venture operating agreement as 77.8% to EyeLock and 22.2% to GalvanEyes up to the deemed initial capital contributions of $45,000, and thereafter 50% to EyeLock and 50% to GalvanEyes, which differs from the membership interest of EyeLock and GalvanEyes, which is 50% to both EyeLock and GalvanEyes. The HLBV method calculates the proceeds that would be attributable to each member in an investment based on the liquidation provisions of the agreement if the joint venture was to be liquidated at book value as of the balance sheet date. Each member’s allocation of income or loss in the period is equal to the change in the amount of net equity they are legally able to claim based on a hypothetical liquidation of the entity at the end of a reporting period compared to the beginning of that period, adjusted for any capital transactions. EyeLock's share of losses from BioCenturion was $764 for the three months ended May 31, 2024. The balance of EyeLock's equity method investment in BioCenturion at May 31, 2024 was $2,225.

ASA Electronics LLC and Subsidiary

As of May 31, 2024 and February 29, 2024, 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.

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, 2024		February 29, 2024
Current assets	$	44,504	$	43,790
Non-current assets		7,486		7,579
Liabilities		8,916		8,609
Members' equity		43,074		42,760


	Three months ended May 31,
	2024		2023
Net sales	$	17,205	$	22,693
Gross profit		4,803		6,086
Operating income		1,959		3,066
Net income		2,230		3,231

The Company's share of income from ASA was $1,115 for the three months ended May 31, 2024, compared to $1,616 for the three months ended May 31, 2023. The balance of the Company's equity method investment in ASA at May 31, 2024 was $21,537.

Equity Investments (Tables)

3 Months Ended

May 31, 2024

Equity Method Investment, Summarized Financial Information [Abstract]

Summary of Assets Contributed

The following summarizes the preliminary allocation of the assets contributed to the joint venture by EyeLock on March 1, 2024 based upon their fair values:


	March 1, 2024
Assets contributed:
Inventory	$	1,839
Accounts receivable, net		46
Property, plant, and equipment		4
Tradenames		1,630
Developed technology		2,460
Total contribution	$	5,979

Equity Method Investments, Summarized Financial Information


	May 31, 2024		February 29, 2024
Current assets	$	44,504	$	43,790
Non-current assets		7,486		7,579
Liabilities		8,916		8,609
Members' equity		43,074		42,760


	Three months ended May 31,
	2024		2023
Net sales	$	17,205	$	22,693
Gross profit		4,803		6,086
Operating income		1,959		3,066
Net income		2,230		3,231

Accumulated Other Comprehensive Loss

3 Months Ended

May 31, 2024

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 29, 2024	$	(17,192	)	$	(398	)	$	224		$	(17,366	)
Other comprehensive income before reclassifications		595			-			8			603
Reclassified from accumulated other comprehensive loss		-			-			(21	)		(21	)
Net current-period other comprehensive income (loss)		595			-			(13	)		582
Balance at May 31, 2024	$	(16,597	)	$	(398	)	$	211		$	(16,784	)

For the three months ended May 31, 2024, the Company recorded other comprehensive (loss) income, net of associated tax impact of $(6) related to derivatives designated in a hedging relationship. There were no taxes recorded related to pension plan adjustments during the three months ended May 31, 2024.

The other comprehensive (loss) income before reclassification related to foreign currency translation gains of $595 includes the remeasurement of intercompany transactions of a long-term investment nature of $78 with certain subsidiaries whose functional currency is not the U.S. dollar, and $517 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.

Goodwill and Intangible Assets - Schedule of Intangible Assets, Excluding Goodwill (Details) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 88,132	$ 102,900
Finite-Lived Intangible Assets, Accumulated Amortization	63,929	75,895
Finite-Lived Intangible Assets, Net	24,203	27,005
Intangible assets, net	65,265	68,766
Trademarks [Member]
Goodwill and Intangible Assets [Line Items]
Indefinite-lived Intangible Assets (Excluding Goodwill)	41,062	41,761
Customer Relationships [Member]
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	53,922	53,915
Finite-Lived Intangible Assets, Accumulated Amortization	46,798	46,037
Finite-Lived Intangible Assets, Net	7,124	7,878
Trademarks/Tradenames [Member]
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	19,909	20,323
Finite-Lived Intangible Assets, Accumulated Amortization	5,465	5,031
Finite-Lived Intangible Assets, Net	14,444	15,292
Developed Technology [Member]
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	4,609	18,970
Finite-Lived Intangible Assets, Accumulated Amortization	2,535	15,743
Finite-Lived Intangible Assets, Net	2,074	3,227
Patents [Member]
Goodwill and Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	6,736	6,736
Finite-Lived Intangible Assets, Accumulated Amortization	6,175	6,128
Finite-Lived Intangible Assets, Net	561	608
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

Accounting for Stock-Based Compensation - Additional Information (Details) - USD ($)				1 Months Ended	3 Months Ended		12 Months Ended
	Sep. 28, 2023	Feb. 06, 2023	Jul. 08, 2019	Jul. 31, 2023	May 31, 2024	May 31, 2023	Feb. 28, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense					$ 146,000	$ 258,000
Allocated share-based compensation expense					146,000	258,000
Annual salary	$ 750,000
Cash equivalent share grant	250,000
Patrick M. Lavelle [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Annual salary and cash bonus			$ 1,000,000
Stock based compensation expense					$ 0	23,000
Grant of market stock units maximum amount			$ 5,000,000
Maximum average stock price of grant market stock units			$ 5.49
Maximum increase amount of market stock units award			$ 5,000,000
Maximum threshold share price increases in value of award			$ 15
Share-Based compensation arrangement by share based payment award grant of market stock units, vesting percentage					20.00%
Share-based compensation arrangement by share based payment award grant of market stock units vesting amount					$ 1,000,000
Patrick M. Lavelle [Member] \| Common Class A [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting period			5 years
Allocated share-based compensation expense					59,000
Beat Kahli [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Annual salary		$ 300,000
Allocated share-based compensation expense					4,000	$ 97,000
Beat Kahli [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
Beat Kahli [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
Ms. Shelton
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Cash equivalents	$ 100,000
Ms. Shelton \| Common Class A [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting period			5 years
Allocated share-based compensation expense					24,000
Restricted Stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized					$ 720,000
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
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				18,116
Share-based Compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value				$ 9.89
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					605,295
Vested and unsettled awards, weighted average fair value					$ 6.23
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
2012 Equity Incentive Plan [Member] \| 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
2012 Equity Incentive Plan [Member] \| 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
2012 Equity Incentive Plan [Member] \| 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

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, 2024	May 31, 2023
Variable Interest Entity [Line Items]
Net sales	$ 91,661	$ 111,926
Cost of sales	66,252	84,346
Gross profit	25,409	27,580
Selling	9,590	11,166
General and administrative	16,457	19,427
Engineering and technical support	6,244	8,337
Restructuring expenses	231	59
Total operating expenses	32,522	38,989
Operating loss	(7,113)	(11,409)
Interest and bank charges	(2,138)	(1,546)
Equity in income (loss) of equity investees	351	1,616
Loss on contribution of assets to joint venture	(413)
Other, net	(1,871)	(701)
Total other expense, net	(3,658)	(1,617)
Loss before income taxes	(10,771)	(13,026)
Income tax expense	(594)	(1,321)
Net loss	(10,177)	(11,705)
Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Net sales	8	100
Cost of sales	0	52
Gross profit	8	48
Selling	1	189
General and administrative	37	439
Engineering and technical support	(13)	658
Total operating expenses	25	1,286
Operating loss	(17)	(1,238)
Interest and bank charges	(451)	(428)
Equity in income (loss) of equity investees	(764)	0
Other, net	(363)	0
Total other expense, net	(1,578)	(428)
Loss before income taxes	(1,595)	(1,666)
Income tax expense	0	0
Net loss	$ (1,595)	$ (1,666)

Equity Investments - Summary of Assets Contributed (Details) - USD ($) $ in Thousands	May 31, 2024	Mar. 01, 2024	Feb. 29, 2024
Schedule of Equity Method Investments [Line Items]
Inventory	$ 116,230		$ 128,471
Property, plant, and equipment	$ 44,420		$ 45,070
EyeLock [Member]
Schedule of Equity Method Investments [Line Items]
Inventory		$ 1,839
Accounts receivable, net		46
Property, plant, and equipment		4
Tradenames		1,630
Developed technology		2,460
Total contribution		$ 5,979

Other (Expense) Income- Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Other Income and Expenses [Abstract]
Foreign currency loss attributable to re-measurements	$ 1,136	$ 455

Redeemable Non-Controlling Interest (Tables)

3 Months Ended

May 31, 2024

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, 2024:


	Redeemable Non-controlling Interest
Balance at February 29, 2024	$	(3,203	)
Net loss attributable to non-controlling interest		(286	)
Comprehensive income attributable to non-controlling interest		179
Foreign currency translation		152
Balance at May 31, 2024	$	(3,158	)

Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands	3 Months Ended
	May 31, 2024 USD ($)
Goodwill [Line Items]
Goodwill	$ 63,931
Goodwill	63,283
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	60,879
Goodwill, Foreign currency adjustments	(648)
Goodwill	60,231
Goodwill, Gross	92,394
Goodwill, Impaired, Accumulated Impairment Loss	$ (32,163)

- Definition

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Capital Structure

3 Months Ended

May 31, 2024

Equity [Abstract]

Capital Structure

(20) Capital Structure

The Company's capital structure is as follows:


			Shares Authorized				Shares Outstanding
Security	Par Value		May 31, 2024		February 29, 2024		May 31, 2024		February 29, 2024		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		19,639,420		19,698,562		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			4,351,183		4,287,041	N/A		N/A		N/A

The Company's Class A common shares outstanding are presented net of 577,581 shares subject to possible redemption at both May 31, 2024 and February 29, 2024 (see Note 8).

During the three months ended May 31, 2024, the Company repurchased 64,142 shares of Class A common stock, for an aggregate cost of $248. As of May 31, 2024, 816,911 shares of the Company’s Class A common stock are authorized to be repurchased in the open market.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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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 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Accounts receivable, allowances	$ 2,758	$ 3,041
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Treasury stock, shares	4,351,183	4,287,041
Common Class A [Member]
Redeemable equity par value	$ 0.01	$ 0.01
Redeemable equity shares outstanding	577,581	577,581
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	23,990,603	23,985,603
Common stock, shares outstanding	19,639,420	19,698,562
Treasury stock, shares	4,351,183	4,287,041
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

Variable Interest Entity - Summary of Carrying Values of Assets and Liabilities Included in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 4,160	$ 10,986
Accounts receivable, net	64,787	71,066
Receivables from vendors	1,190	1,192
Due from GalvanEyes LLC, current	$ 0	$ 1,238
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Prepaid expenses and other current assets	$ 16,759	$ 20,820
Total current assets	207,399	235,868
Equity investments	23,762	21,380
Property, plant and equipment, net	44,420	45,070
Intangible assets, net	65,265	68,766
Due from GalvanEyes LLC, less current portion	$ 0	$ 1,340
Other Receivable, after Allowance for Credit Loss, Noncurrent, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Other assets	$ 2,798	$ 2,794
Total assets	412,202	444,006
Current portion of long-term debt	4,162	500
Total current liabilities	86,226	96,983
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC	0	9,817
Other long-term liabilities	2,147	2,170
Total liabilities	158,814	187,706
Commitments and contingencies
Retained earnings	49,003	58,272
Total liabilities, redeemable equity, redeemable non-controlling interest, and stockholders' equity	412,202	444,006
Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Cash and cash equivalents	384	0
Accounts receivable, net	(130)	64
Inventory, net	0	1,839
Due from GalvanEyes LLC, current	$ 0	$ 1,238
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Prepaid expenses and other current assets	$ 539	$ 58
Total current assets	793	3,199
Equity investments	2,225	0
Property, plant and equipment, net	0	4
Intangible assets, net	0	1,514
Due from GalvanEyes LLC, less current portion	$ 0	$ 1,340
Other Receivable, after Allowance for Credit Loss, Noncurrent, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Other assets	$ 5	$ 5
Total assets	3,023	6,062
Accounts payable	676	759
Interest payable to VOXX	16,971	16,525
Accrued expenses and other current liabilities	132	287
Current portion of long-term debt	70,003	69,377
Total current liabilities	87,782	86,948
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC	0	9,817
Other long-term liabilities	1,200	1,200
Total liabilities	88,982	97,965
Commitments and contingencies
Capital	48,955	41,416
Retained earnings	(134,914)	(133,319)
Total partners' deficit	(85,959)	(91,903)
Total liabilities, redeemable equity, redeemable non-controlling interest, and stockholders' equity	$ 3,023	$ 6,062

Supplemental Cash Flow Information - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Supplemental Cash Flow Information [Abstract]
Recording of redeemable equity	$ 0	$ (23)
Investment in BioCenturion LLC	2,989	0
Cancellation of EyeLock LLC ownership put option	9,817	0
Reclassification of shareholder receivable to equity	2,278	0
Recording of excise tax attributable to treasury stock repurchases	2	0
Right of use assets obtained in exchange for operating lease obligations	466	209
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	296	312
Operating cash flows from finance leases	12	1
Finance cash flows from finance leases	105	70
Cash paid during the period:
Interest (excluding bank charges)	1,635	994
Income taxes (net of refunds)	$ 2,029	$ 364

Inventory - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Inventory Disclosure [Abstract]
Raw materials	$ 19,140	$ 21,527
Work in process	741	736
Finished goods	96,349	106,208
Inventory	$ 116,230	$ 128,471

Other (Expense) Income

3 Months Ended

May 31, 2024

Other Income and Expenses [Abstract]

Other (Expense) Income

(18) Other (Expense) Income

Other (expense) income is comprised of the following:


	Three months ended May 31,
	2024			2023
Foreign currency loss, net	$	(1,851	)	$	(987	)
Interest income		96			17
Rental income		260			229
Loss on contribution of assets to joint venture (Note 12)		(413	)		-
Miscellaneous		37			40
Total other, net	$	(1,871	)	$	(701	)

Losses included within Foreign currency loss, net, for the three months ended May 31, 2024 and 2023 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, 2024 was $1,136, as compared to $455 for the three months ended May 31, 2023.

Goodwill and Intangible Assets (Tables)

3 Months Ended

May 31, 2024

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, 2024	$	3,052
Activity during the period		-
Balance at May 31, 2024	$	3,052
Gross carrying value at May 31, 2024	$	10,425
Accumulated impairment charge		(7,373	)
Net carrying value at May 31, 2024	$	3,052
Consumer Electronics:
Beginning balance at March 1, 2024	$	60,879
Foreign currency adjustments		(648	)
Balance at May 31, 2024	$	60,231
Gross carrying value at May 31, 2024	$	92,394
Accumulated impairment charge		(32,163	)
Net carrying value at May 31, 2024	$	60,231
Total Goodwill, net	$	63,283

The Company's Biometrics segment did not carry a goodwill balance at May 31, 2024 or February 29, 2024.

Schedule of Intangible Assets, Excluding Goodwill

At May 31, 2024, intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization		Total Net Book Value
Finite-lived intangible assets:
Customer relationships	$	53,922	$	46,798	$	7,124
Trademarks/Tradenames		19,909		5,465		14,444
Developed technology		4,609		2,535		2,074
Patents		6,736		6,175		561
License		1,400		1,400		-
Contracts		1,556		1,556		-
Total finite-lived intangible assets	$	88,132	$	63,929		24,203
Indefinite-lived intangible assets
Trademarks						41,062
Total intangible assets, net					$	65,265

At February 29, 2024, intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization		Total Net Book Value
Finite-lived intangible assets:
Customer relationships	$	53,915	$	46,037	$	7,878
Trademarks/Tradenames		20,323		5,031		15,292
Developed technology		18,970		15,743		3,227
Patents		6,736		6,128		608
License		1,400		1,400		-
Contracts		1,556		1,556		-
Total finite-lived intangible assets	$	102,900	$	75,895		27,005
Indefinite-lived intangible assets
Trademarks						41,761
Total intangible assets, net					$	68,766

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
2025	$	5,716
2026		4,755
2027		3,053
2028		2,827
2029		2,764

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Restructuring Expenses

3 Months Ended

May 31, 2024

Restructuring and Related Activities [Abstract]

Restructuring Expenses

The Company records liabilities for costs associated with exit or disposal activities in the period in which the liability is incurred. Employee severance costs are accrued when the restructuring actions are probable and estimable. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits are recognized ratably over the future service period.

During the second quarter of Fiscal 2023, the Company began moving certain of its OEM production operations from Florida to Mexico, which is expected to be completed during Fiscal 2025. As a result of this initiative, the Company incurred restructuring expenses, consisting primarily of relocation and employee severance expenditures, of $231 and $59 for the three months ended May 31, 2024 and 2023, respectively. For both the three months ended May 31, 2024 and 2023, all of our restructuring charges were incurred by the Automotive segment. At May 31, 2024, the balance of restructuring charges not yet settled was $236 and are included within Accrued expenses and other current liabilities on the Company's Consolidated Balance Sheet. The Company expects substantially all of this liability balance to be settled during Fiscal 2025. Additional restructuring charges related to relocation and cost reductions may be incurred during Fiscal 2025.

Revenue from Contracts with Customers (Tables)

3 Months Ended

May 31, 2024

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, 2024:



Balance at February 29, 2024	$	4,419
Subscription payments received		1,481
Revenue recognized		(1,702	)
Balance at May 31, 2024	$	4,198

Disaggregation of Revenue


	Three months ended May 31,
	2024		2023
Automotive Electronics Segment
OEM Products	$	12,839	$	20,283
Aftermarket Products		14,846		18,129
Total Automotive Segment		27,685		38,412
Consumer Electronics Segment
Premium Audio Products		48,382		47,604
Other Consumer Electronic Products		15,536		25,726
Total Consumer Electronics Segment		63,918		73,330
Biometrics Segment
Biometric Products (a)		8		100
Total Biometrics Segment		8		100
Corporate/Eliminations		50		84
Total Net Sales	$	91,661	$	111,926

(a) On March 1, 2024, the Company's majority owned subsidiary, EyeLock LLC, contributed assets, including inventory and intangible assets, to a newly formed joint venture, BioCenturion LLC, that will operate a Biometrics business. For the three months ended May 31, 2024, the Company accounted for its investment in BioCenturion LLC as an equity method investment (see Note 12).

Equity Investments - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023	Mar. 01, 2024	Feb. 29, 2024
Schedule of Equity Method Investments [Line Items]
Assets	$ 412,202			$ 444,006
Income (loss) from equity method investments	351	$ 1,616
Equity method investment	23,762			$ 21,380
Loss on contribution of assets to joint venture	$ (413)
EyeLock [Member]
Schedule of Equity Method Investments [Line Items]
Assets			$ 3,403
ASA Electronics, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	50.00%			50.00%
Income (loss) from equity method investments	$ 1,115	$ 1,616
Equity method investment	21,537
BioCenturion LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage			50.00%
Initial fair value	2,989
BioCenturion LLC [Member] \| EyeLock [Member]
Schedule of Equity Method Investments [Line Items]
Income (loss) from equity method investments	(764)
Equity method investment	$ 2,225
Allocation of profit and loss of joint venture percentage	77.80%
Joint Venture Membership Interest	50.00%
BioCenturion LLC [Member] \| GalvanEyes [Member]
Schedule of Equity Method Investments [Line Items]
Allocation of profit and loss of joint venture percentage	22.20%
Joint Venture Membership Interest	50.00%
BioCenturion LLC [Member] \| Eyelock And Galvaneyes [Member]
Schedule of Equity Method Investments [Line Items]
Deemed initial capital contribution amount	$ 45,000
Joint Venture Membership Interest	50.00%
BioCenturion LLC [Member] \| Other Expense [Member] \| EyeLock [Member]
Schedule of Equity Method Investments [Line Items]
Loss on contribution of assets to joint venture	$ (413)

Financing Arrangements (Tables)

3 Months Ended

May 31, 2024

Debt Disclosure [Abstract]

Schedule of Debt

The Company has the following financing arrangements:


	May 31, 2024		February 29, 2024
Debt
Domestic credit facility (a)	$	59,480	$	63,843
Florida mortgage (b)		5,490		5,615
Euro asset-based lending obligation - VOXX Germany (c)		-		-
Shareholder loan payable (d)		3,662		3,813
Total debt		68,632		73,271
Less: current portion of long-term debt		4,162		500
Long-term debt		64,470		72,771
Less: debt issuance costs		786		890
Total long-term debt, net of debt issuance costs	$	63,684	$	71,881

(a)

Domestic Credit Facility

(a)

Florida Mortgage

The Company has an interest rate swap agreement to hedge interest rate exposure related to the Florida Mortgage. The swap contract has a set fixed rate equal to 3.43% (See Note 5).

(a)

Euro Asset-Based Lending Obligation – VOXX Germany

(a)

Shareholder Loan Payable

Basis of Presentation - Additional Information (Details)	3 Months Ended
	May 31, 2024 Segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	3

Supply Chain Financing

3 Months Ended

May 31, 2024

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, 2024, net of discounts, were $18,958 compared to $27,274 for the three months ended May 31, 2023.

Inventory

3 Months Ended

May 31, 2024

Inventory Disclosure [Abstract]

Inventory

(14) Inventory

Inventories by major category are as follows:


	May 31, 2024		February 29, 2024
Raw materials	$	19,140	$	21,527
Work in process		741		736
Finished goods		96,349		106,208
Inventory	$	116,230	$	128,471

Consolidated Statements of Stockholders' Equity (Parenthetical) (Unaudited)	3 Months Ended
	May 31, 2024 shares
Common Stock [Member]
Repurchase of shares of common stock	64,142
Common Class A [Member]
Repurchase of shares of common stock	64,142

Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

May 31, 2024

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 29, 2024	$	(17,192	)	$	(398	)	$	224		$	(17,366	)
Other comprehensive income before reclassifications		595			-			8			603
Reclassified from accumulated other comprehensive loss		-			-			(21	)		(21	)
Net current-period other comprehensive income (loss)		595			-			(13	)		582
Balance at May 31, 2024	$	(16,597	)	$	(398	)	$	211		$	(16,784	)

Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Accumulated Other Comprehensive Income Loss [Line Items]
Stockholders equity, beginning of period	$ 255,393	$ 305,716
Other comprehensive income, net of tax	582	177
Stockholders equity, end of period	252,436	290,628
Foreign Currency Translation Losses [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Stockholders equity, beginning of period	(17,192)
Other comprehensive income before reclassifications	595
Reclassified from accumulated other comprehensive loss	0
Other comprehensive income, net of tax	595
Stockholders equity, end of period	(16,597)
Pension Plan Adjustments, Net of Tax [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Stockholders equity, beginning of period	(398)
Other comprehensive income before reclassifications	0
Reclassified from accumulated other comprehensive loss	0
Other comprehensive income, net of tax	0
Stockholders equity, end of period	(398)
Derivatives Designated in a Hedging Relationship, Net of Tax [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Stockholders equity, beginning of period	224
Other comprehensive income before reclassifications	8
Reclassified from accumulated other comprehensive loss	(21)
Other comprehensive income, net of tax	(13)
Stockholders equity, end of period	211
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Stockholders equity, beginning of period	(17,366)	(18,680)
Other comprehensive income before reclassifications	603
Reclassified from accumulated other comprehensive loss	(21)
Other comprehensive income, net of tax	582	177
Stockholders equity, end of period	$ (16,784)	$ (18,503)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

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

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

+ References

+ Details

Restructuring Expenses (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	$ 231	$ 59
Restructuring reserve	$ 236

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Other (Expense) Income (Tables)

3 Months Ended

May 31, 2024

Other Income and Expenses [Abstract]

Schedule of Other Nonoperating (Expense) Income

Other (expense) income is comprised of the following:


	Three months ended May 31,
	2024			2023
Foreign currency loss, net	$	(1,851	)	$	(987	)
Interest income		96			17
Rental income		260			229
Loss on contribution of assets to joint venture (Note 12)		(413	)		-
Miscellaneous		37			40
Total other, net	$	(1,871	)	$	(701	)

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

3 Months Ended

May 31, 2024

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, 2024 and February 29, 2024:


	May 31, 2024			February 29, 2024
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	384		$	-
Accounts receivable, net		(130	)		64
Inventory, net		-			1,839
Due from GalvanEyes LLC, current		-			1,238
Prepaid expenses and other current assets		539			58
Total current assets		793			3,199
Equity investment		2,225			-
Property, plant and equipment, net		-			4
Intangible assets, net		-			1,514
Due from GalvanEyes LLC, less current portion		-			1,340
Other assets		5			5
Total assets	$	3,023		$	6,062
Liabilities and Partners' Deficit
Current liabilities:
Accounts payable	$	676		$	759
Interest payable to VOXX		16,971			16,525
Accrued expenses and other current liabilities		132			287
Due to VOXX		70,003			69,377
Total current liabilities		87,782			86,948
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC		-			9,817
Other long-term liabilities		1,200			1,200
Total liabilities		88,982			97,965
Commitments and contingencies
Partners' deficit:
Capital		48,955			41,416
Retained losses		(134,914	)		(133,319	)
Total partners' deficit		(85,959	)		(91,903	)
Total liabilities and partners' deficit	$	3,023		$	6,062

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


	For the three months ended May 31,
	2024			2023
Net sales	$	8		$	100
Cost of sales		-			52
Gross profit		8			48
Operating expenses:
Selling		1			189
General and administrative		37			439
Engineering and technical support		(13	)		658
Total operating expenses		25			1,286
Operating loss		(17	)		(1,238	)
Other expense:
Interest and bank charges		(451	)		(428	)
Equity in loss of equity investee		(764	)		-
Other, net		(363	)		-
Total other expense, net		(1,578	)		(428	)
Loss before income taxes		(1,595	)		(1,666	)
Income tax expense		-			-
Net loss	$	(1,595	)	$	(1,666	)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands

3 Months Ended

May 31, 2024

May 31, 2023

Disaggregation Of Revenue [Line Items]

Net sales

$ 91,661

$ 111,926

Corporate, Non-Segment [Member]

Disaggregation Of Revenue [Line Items]

Net sales

Automotive [Member] | Operating Segments [Member]

Disaggregation Of Revenue [Line Items]

Net sales

27,685

38,412

Automotive [Member] | Operating Segments [Member] | OEM Products [Member]

Disaggregation Of Revenue [Line Items]

Net sales

12,839

20,283

Automotive [Member] | Operating Segments [Member] | Aftermarket Products [Member]

Disaggregation Of Revenue [Line Items]

Net sales

14,846

18,129

Consumer Electronics [Member] | Operating Segments [Member]

Disaggregation Of Revenue [Line Items]

Net sales

63,918

73,330

Consumer Electronics [Member] | Operating Segments [Member] | Premium Audio Products [Member]

Disaggregation Of Revenue [Line Items]

Net sales

48,382

47,604

Consumer Electronics [Member] | Operating Segments [Member] | Other Consumer Electronic Products [Member]

Disaggregation Of Revenue [Line Items]

Net sales

15,536

25,726

Biometrics [Member] | Operating Segments [Member]

Disaggregation Of Revenue [Line Items]

Net sales

100

Biometrics [Member] | Operating Segments [Member] | Biometric Products [Member]

Disaggregation Of Revenue [Line Items]

Net sales

^[1]

$ 8

$ 100

[1]

On March 1, 2024, the Company's majority owned subsidiary, EyeLock LLC, contributed assets, including inventory and intangible assets, to a newly formed joint venture, BioCenturion LLC, that will operate a Biometrics business. For the three months ended May 31, 2024, the Company accounted for its investment in BioCenturion LLC as an equity method investment (see Note 12).

Consolidated Balance Sheets - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Current assets:
Cash and cash equivalents	$ 4,160	$ 10,986
Accounts receivable, net of allowances of $2,758 and $3,041 at May 31, 2024 and February 29, 2024, respectively	64,787	71,066
Inventory	116,230	128,471
Receivables from vendors	1,190	1,192
Due from GalvanEyes LLC, current (Note 21)	$ 0	$ 1,238
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Prepaid expenses and other current assets	$ 16,759	$ 20,820
Income tax receivable	4,273	2,095
Total current assets	207,399	235,868
Investment securities	761	828
Equity investments	23,762	21,380
Property, plant and equipment, net	44,420	45,070
Operating lease, right of use assets	3,053	2,577
Goodwill	63,283	63,931
Intangible assets, net	65,265	68,766
Due from GalvanEyes LLC, less current portion (Note 21)	$ 0	$ 1,340
Other Receivable, after Allowance for Credit Loss, Noncurrent, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Deferred income tax assets	$ 1,461	$ 1,452
Other assets	2,798	2,794
Total assets	412,202	444,006
Current liabilities:
Accounts payable	25,895	35,076
Accrued expenses and other current liabilities	36,601	38,238
Income taxes payable	834	1,123
Accrued sales incentives	15,160	18,236
Contract liabilities, current	3,574	3,810
Current portion of long-term debt	4,162	500
Total current liabilities	86,226	96,983
Long-term debt, net of debt issuance costs	63,684	71,881
Finance lease liabilities, less current portion	559	644
Operating lease liabilities, less current portion	2,127	1,884
Deferred compensation	761	828
Deferred income tax liabilities	2,604	2,690
Other tax liabilities	706	809
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC (Note 21)	0	9,817
Other long-term liabilities	2,147	2,170
Total liabilities	158,814	187,706
Commitments and contingencies (Note 24)
Redeemable equity: Class A, $.01 par value; 577,581 shares at both May 31, 2024 and February 29, 2024 (Note 8)	4,110	4,110
Redeemable non-controlling interest (Note 2)	(3,158)	(3,203)
Stockholders' equity:
Preferred stock:
Paid-in capital	296,044	293,272
Retained earnings	49,003	58,272
Accumulated other comprehensive loss	(16,784)	(17,366)
Less: Treasury stock, at cost, 4,351,183 and 4,287,041 shares of Class A Common Stock at May 31, 2024 and February 29, 2024, respectively	(39,821)	(39,573)
Total VOXX International Corporation stockholders' equity	288,704	294,867
Non-controlling interest	(36,268)	(39,474)
Total stockholders' equity	252,436	255,393
Total liabilities, redeemable equity, redeemable non-controlling interest, and stockholders' equity	412,202	444,006
Common Class A [Member]
Stockholders' equity:
Common stock	240	240
Common Class B [Member]
Stockholders' equity:
Common stock	$ 22	$ 22

Document and Entity Information Document - shares	3 Months Ended
Document and Entity Information Document - shares	May 31, 2024	Jul. 08, 2024
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	--02-28
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	May 31, 2024
Document Fiscal Year Focus	2025
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		20,217,001
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,260,954

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023	Feb. 29, 2024
Income Tax Disclosure [Abstract]
Income tax provision (benefit)	$ (594)	$ (1,321)
Unrecognized tax benefits, period increase (decrease)	$ 107	$ 432
Effective income tax rate, continuing operations	5.50%	10.10%
Income (loss) from continuing operations before income taxes, noncontrolling interest	$ (10,771)	$ (13,026)
Effective income tax rate reconciliation, at federal statutory income tax rate, percent	21.00%	21.00%
Liability for uncertainty in income taxes, noncurrent	$ 706		$ 809

- 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
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 30
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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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

Investment Securities

3 Months Ended

May 31, 2024

Investment Securities [Abstract]

Investment Securities

(4) Investment Securities

As of May 31, 2024, and February 29, 2024, the Company had the following investments:


	May 31, 2024
	Fair Value
Investment Securities
Marketable Equity Securities
Mutual funds	$	761
Total Marketable Equity Securities		761
Total Investment Securities	$	761


	February 29, 2024
	Fair Value
Investment Securities
Marketable Equity Securities
Mutual funds	$	828
Total Marketable Securities		828
Total Investment Securities	$	828

Equity Securities

Mutual Funds

The Company’s mutual funds are held in connection with its deferred compensation plan, which was terminated on May 1, 2023, with payments of the remaining balance to be made to participating employees on June 1, 2024 and March 1, 2025. Changes in the carrying value of these securities are offset by changes in the corresponding deferred compensation liability.

Other (Expense) Income - Schedule of Other Nonoperating (Expense) Income (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Other Income and Expenses [Abstract]
Foreign currency loss, net	$ (1,851)	$ (987)
Interest income	96	17
Rental income	260	229
Loss on contribution of assets to joint venture	(413)
Miscellaneous	37	40
Total other, net	$ (1,871)	$ (701)

Basis of Presentation

3 Months Ended

May 31, 2024

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 due to seasonal variations in operating results and other factors. 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 29, 2024. Certain amounts in the prior year have been reclassified to conform to the current year presentation.

We operate in three reportable segments: Automotive Electronics, Consumer Electronics, and Biometrics. See Note 22 for the Company's segment reporting disclosures.

Accounting for Stock-Based Compensation - Schedule of Redeemable Equity Related to Stock Awards and Shares (Details) - USD ($) $ in Thousands	3 Months Ended
	May 31, 2024	May 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stockholders equity, beginning of period	$ 255,393	$ 305,716
Stock-based compensation expense	62	235
Stockholders equity, end of period	252,436	$ 290,628
Patrick M. Lavelle [Member] \| Redeemable Equity [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stockholders equity, beginning of period	4,110
Stock-based compensation expense	0
Stockholders equity, end of period	$ 4,110

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

+ References

+ Details

Financing Arrangements - Schedule of Debt (Parenthetical) (Details) € in Thousands			3 Months Ended
	May 01, 2023	Sep. 08, 2021	May 31, 2024 USD ($)	May 31, 2023 USD ($)	Feb. 29, 2024 USD ($)	May 03, 2023	Apr. 26, 2016 USD ($)	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			$ 147,000	$ 206,000
Debt issuance costs, net			$ 786,000		$ 890,000
Industrial revenue bond								$ 9,995,000
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			$ 79,000
Amortization of deferred financing costs			$ 11,000	9,000
SOFR Rate [Member]
Debt instrument, interest rate at period end			7.29%
SOFR Rate [Member] \| Mortgages [Member]
Debt instrument, basis spread on variable rate	1.87%
Debt instrument, interest rate at period end	79.00%		6.09%
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			9.25%
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			$ 44,349,000
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			$ 707,000
Amortization of deferred financing costs			$ 92,000	$ 87,000
Foreign Line of Credit [Member] \| Audiovox Germany [Member]
Line of credit facility, maximum borrowing capacity \| €									€ 8,000
Debt instrument, basis spread on variable rate			3.55%
Debt instrument, interest rate at period end			7.34%

Product Warranties and Product Repair Costs

3 Months Ended

May 31, 2024

Payables And Accruals Warranties [Abstract]

Product Warranties and Product Repair Costs

(15) Product Warranties and Product Repair Costs


	Three months ended May 31,
	2024			2023
Opening balance	$	6,593		$	6,759
Liabilities for warranties accrued during the period		1,333			1,302
Warranty claims settled during the period		(1,304	)		(1,108	)
Ending balance	$	6,622		$	6,953

Segment Reporting - Additional Information (Details)	3 Months Ended
Segment Reporting - Additional Information (Details)	May 31, 2024 Segment
Segment Reporting [Abstract]
Number of reportable segments	3
Number of operating segments	3

Redeemable Non-Controlling Interest

3 Months Ended

May 31, 2024

Redeemable Non-Controlling Interest [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 option, 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 equal to the higher of (a) the assets of Onkyo minus the liabilities of Onkyo, or (b) five times the EBITDA of Onkyo, in either case (a) or (b), less any amounts distributed to Sharp at any time (provided all shareholder loans are repaid) multiplied by the percentage of votes attached to such shares and other interests, free from all encumbrances, and with the benefit of all rights attaching to them as at the date of the relevant notice.

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/call 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. Based upon the terms of the put/call option, the option remains exercisable in the event there is no redemption price, or if the redemption price is a negative amount, as determined by the redemption formula. In periods where the specific formula results in a negative amount, and thus no redemption value exists, no amounts would be paid to or received from the counterparty upon the exercise of the option. Adjustments to reconcile the carrying value to the redemption amount are recorded immediately to retained earnings and included in earnings per share. No adjustment was made to the carrying amount of the redeemable non-controlling interest at May 31, 2024 as the excess of the redemption amount over the carrying amount was minimal, or a negative amount. In the event the formulaic redemption price is positive and greater than the carrying amount of the redeemable non-controlling interest balance, an adjustment to the carrying amount of the non-controlling interest would be recorded. The following table provides the rollforward of the redeemable non-controlling interest for the three months ended May 31, 2024:


	Redeemable Non-controlling Interest
Balance at February 29, 2024	$	(3,203	)
Net loss attributable to non-controlling interest		(286	)
Comprehensive income attributable to non-controlling interest		179
Foreign currency translation		152
Balance at May 31, 2024	$	(3,158	)

New Accounting Pronouncements

3 Months Ended

May 31, 2024

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

(25) New Accounting Pronouncements

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 is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The adoption of this ASU did not 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 is effective for annual and interim periods beginning after December 15, 2023. The adoption of this ASU did not 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 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In August 2023, the FASB issued ASU No. 2023-05, "Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement." The update provides guidance requiring a joint venture to initially measure all contributions received upon its formation at fair value, largely consistent with ASC 805, Business Combinations. The guidance is intended to reduce diversity in practice and provide users of joint venture financial statements with more decision-useful information. ASC 2023-05 should be applied prospectively and is effective for all newly formed joint venture entities with a formation date on or after January 1, 2025. Early adoption is permitted, and joint ventures formed prior to the adoption date may elect to apply the new guidance retrospectively back to their original formation date. The Company is currently evaluating the impact this update may have on its consolidated financial statements.

In October 2023, the FASB issued ASU No. 2023-06, "Disclosure Improvements." The new guidance clarifies or improves disclosure and presentation requirements on a variety of topics in the codification. The amendments will align the requirements in the FASB Accounting Standard Codification with the SEC’s regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures, which is not expected to be material.

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The new guidance is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendment is effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the impact that the adoption ASU No. 2023-07 will have to the financial statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The amendment is effective retrospectively for fiscal years beginning after December 15, 2024, on a prospective basis, with early adoption permitted. The Company is in the process of evaluating the impact that the adoption ASU No. 2023-09 will have to the financial statements and related disclosures.

In March 2024, the Securities and Exchange Commission ("SEC") issued Final Rule No. 33-11275, "The Enhancement and Standardization of Climate-Related Disclosures for Investors." If such rule remains in effect, the rule will require registrants to provide climate related disclosures in their annual reports, including, but not limited to, material Scope 1 and Scope 2 GHG emissions (for large accelerated filers and accelerated filers); governance and oversight of material climate-related risks; the material impact of climate risks on the registrant’s strategy, business model, and outlook; risk management processes for material climate-related risks; and material climate targets and goals. Based on our current accelerated filer status, certain elements of the rule would be effective for our fiscal year ending February 28, 2027, with the remaining disclosure requirements effective for our fiscal years ending February 29, 2028 and February 28, 2029. In April 2024, the SEC issued an order staying implementation of such rule pending the resolution of certain challenges. The outcome of ongoing litigation is currently unknown. The Company is currently evaluating the potential impact of such rule on its consolidated financial statements and disclosures.

In March 2024, the FASB issued ASU No. 2024-02, "Codification Improvements - Amendments to Remove References to the Concepts Statements." ASU No. 2024-02 has been issued to clarify guidance, simplify wording or structure of guidance, and other minor improvements. The amendment is effective for fiscal years beginning after December 15,

2024. Early adoption is permitted. ASU 2024-02 can be applied prospectively or retrospectively. These updates did not have a material impact on our financial statements and related disclosures.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Investment Securities - Summary of Investment Securities (Details) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Gain (Loss) on Securities [Line Items]
Marketable Equity Securities	$ 761	$ 828
Investments, Fair Value Disclosure	761	828
Mutual Funds [Member]
Gain (Loss) on Securities [Line Items]
Marketable Equity Securities	$ 761	$ 828

Goodwill and Intangible Assets

3 Months Ended

May 31, 2024

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, 2024	$	3,052
Activity during the period		-
Balance at May 31, 2024	$	3,052
Gross carrying value at May 31, 2024	$	10,425
Accumulated impairment charge		(7,373	)
Net carrying value at May 31, 2024	$	3,052
Consumer Electronics:
Beginning balance at March 1, 2024	$	60,879
Foreign currency adjustments		(648	)
Balance at May 31, 2024	$	60,231
Gross carrying value at May 31, 2024	$	92,394
Accumulated impairment charge		(32,163	)
Net carrying value at May 31, 2024	$	60,231
Total Goodwill, net	$	63,283

The Company's Biometrics segment did not carry a goodwill balance at May 31, 2024 or February 29, 2024.

At May 31, 2024, intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization		Total Net Book Value
Finite-lived intangible assets:
Customer relationships	$	53,922	$	46,798	$	7,124
Trademarks/Tradenames		19,909		5,465		14,444
Developed technology		4,609		2,535		2,074
Patents		6,736		6,175		561
License		1,400		1,400		-
Contracts		1,556		1,556		-
Total finite-lived intangible assets	$	88,132	$	63,929		24,203
Indefinite-lived intangible assets
Trademarks						41,062
Total intangible assets, net					$	65,265

At February 29, 2024, intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization		Total Net Book Value
Finite-lived intangible assets:
Customer relationships	$	53,915	$	46,037	$	7,878
Trademarks/Tradenames		20,323		5,031		15,292
Developed technology		18,970		15,743		3,227
Patents		6,736		6,128		608
License		1,400		1,400		-
Contracts		1,556		1,556		-
Total finite-lived intangible assets	$	102,900	$	75,895		27,005
Indefinite-lived intangible assets
Trademarks						41,761
Total intangible assets, net					$	68,766

The Company recorded amortization expense of $1,580 for the three months ended May 31, 2024, compared to $1,680 for the three months ended May 31, 2023. The estimated aggregate amortization expense for all amortizable intangibles for May 31 of each of the succeeding years is as follows:


Year	Amount
2025	$	5,716
2026		4,755
2027		3,053
2028		2,827
2029		2,764

Supplemental Cash Flow Information

3 Months Ended

May 31, 2024

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,
	2024		2023
Non-cash investing and financing activities:
Recording of redeemable equity	$	-	$	(23	)
Investment in BioCenturion LLC		2,989		-
Cancellation of EyeLock LLC ownership put option		9,817		-
Reclassification of shareholder receivable to equity		2,278		-
Recording of excise tax attributable to treasury stock repurchases		2		-
Right of use assets obtained in exchange for operating lease obligations		466		209
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	296	$	312
Operating cash flows from finance leases		12		1
Finance cash flows from finance leases		105		70
Cash paid during the period:
Interest (excluding bank charges)	$	1,635	$	994
Income taxes (net of refunds)		2,029		364

Accounting for Stock-Based Compensation - Summary of Activity Related to 2012 and 2014 Plans (Details) - 2012 and 2014 Plans [Member] - Restricted Stock Units [Member]	9 Months Ended
	Nov. 30, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested Number of share, Beginning balance \| shares	176,312
Granted \| shares	0
Vested \| shares	0
Vested and settled \| shares	(5,000)
Unvested Number of share, Ending balance \| shares	171,312
Weighted Average Grant Date Fair Value, Beginning balance \| $ / shares	$ 8.93
Weighted Average Grant Date Fair Value, Granted \| $ / shares	0
Weighted Average Grant Date Fair Value, Vested \| $ / shares	0
Weighted Average Grant Date Fair Value, Vested and settled \| $ / shares	10.66
Weighted Average Grant Date Fair Value, Ending balance \| $ / shares	$ 8.88

Revenue from Contracts with Customers - Reconciliation of Contract Liabilities (Details) $ in Thousands	3 Months Ended
	May 31, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
Balance at February 29, 2024	$ 4,419
Subscription payments received	1,481
Revenue recognized	(1,702)
Balance at May 31, 2024	$ 4,198

Lease Obligations - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	May 31, 2024	Feb. 29, 2024
Operating Leases
Operating lease, right of use assets	$ 3,053	$ 2,577
Total operating lease right of use assets	3,053	2,577
Accrued expenses and other current liabilities	330	349
Operating lease liabilities, less current portion	2,127	1,884
Total operating lease liabilities	3,158	2,666
Finance Leases
Property, plant, and equipment, gross	3,835	3,835
Accumulated depreciation	(2,972)	(2,863)
Total finance lease right of use assets	$ 863	$ 972
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	$ 1,031	$ 782
Finance lease liabilities, less current portion	559	644
Total finance lease liabilities	$ 889	$ 993
Weighted Average Remaining Lease Term
Operating leases	4 years 3 months 18 days	4 years 10 months 24 days
Finance leases	3 years	3 years 1 month 6 days
Weighted Average Discount Rate
Operating leases	4.82%	4.12%
Finance leases	7.05%	8.45%

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

May 31, 2024

Feb. 29, 2024

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

$ 68,632

$ 73,271

Less: current portion of long-term debt

4,162

500

Long-term debt

64,470

72,771

Less: debt issuance costs

786

890

Total long-term debt, net of debt issuance costs

63,684

71,881

Revolving Credit Facility [Member]

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

^[1]

59,480

63,843

Shareholder Loan Payable [Member]

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

^[2]

3,662

3,813

Mortgages [Member]

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

^[3]

5,490

5,615

Less: debt issuance costs

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

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

^[4]

$ 0

[1]	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 sub-limit for letters of credit and a $15,000 sub-limit 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, certain real estate, and certain intellectual property, subject to reserves as determined by the lender, and is also limited by amounts outstanding under the Florida Mortgage (see Note 17(b)). The availability under the revolving credit line of the Credit Facility was $44,349 as of May 31, 2024. 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% (7.29% at May 31, 2024). 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% (9.25% at May 31, 2024). 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, including the declaration of dividends; (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, 2024, 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, as parent, has guaranteed the obligations of its subsidiary borrowers under the Agreement. Charges incurred on the unused portion of the Credit Facility during the three months ended May 31, 2024 totaled $147, compared to $206 during the three months ended May 31, 2023. 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, 2024, the Company amortized $92 of these costs, as compared to $87 during the three months ended May 31, 2023. The net unamortized balance of these deferred financing costs as of May 31, 2024 was $707.
[2]	Shareholder Loan Payable In conjunction with the capitalization and funding of the Company’s Onkyo joint venture, 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. The loan balance outstanding at May 31, 2024 represents the portion of the loan payable to PAC's joint venture partner. 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 (see Note 2). 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.
[3]	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. The Florida Mortgage bears interest at 79% of the applicable SOFR Rate plus 1.87% (6.09% at May 31, 2024) and 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 April 2021 and February 2023. The Company is in compliance with the financial covenants of the Florida Mortgage, which are as defined in the Company’s Credit Facility with Wells Fargo dated April 26, 2016, as amended. The Company has deferred financing costs related to the Florida Mortgage and a previous amendment to the loan agreement, 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 remaining term of the Florida Mortgage. The Company amortized $11 of these costs during the three months ended May 31, 2024, as compared to $9 during the three months ended May 31, 2023. The net unamortized balance of these deferred financing costs as of May 31, 2024 is $79. The Company has an interest rate swap agreement to hedge interest rate exposure related to the Florida Mortgage. The swap contract has a set fixed rate equal to 3.43% (See Note 5).
[4]	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 October 31, 2024. The rate of interest for the ABL is the three-month Euribor plus 3.55% (7.34% at May 31, 2024).

Net Loss Per Common Share (Tables)

3 Months Ended

May 31, 2024

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,
	2024		2023
Weighted-average common shares outstanding (basic)		23,139,876		23,795,718
Effect of dilutive securities:
Restricted stock units, market stock units, and stock grants		-		-
Weighted-average common shares and potential common shares outstanding (diluted)		23,139,876		23,795,718

Net Loss Per Common Share - Additional Information (Details) - shares	3 Months Ended
	May 31, 2024	May 31, 2023
Net Income Per Common Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	267,209	295,582

Fair Value Measurements and Derivatives

3 Months Ended

May 31, 2024

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 these assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various assets and liabilities. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the assets and liabilities.

Assets and liabilities 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, 2024:


			Fair Value Measurements at Reporting Date Using
	Total		Level 1		Level 2		Level 3
Assets:
Cash and money market funds	$	4,160	$	4,160	$	-	$	-
Mutual funds		761		761		-		-
Derivatives designated for hedging		244		-		244		-

The following table presents financial assets and liabilities measured at fair value on a recurring basis at February 29, 2024:


			Fair Value Measurements at Reporting Date Using
	Total		Level 1		Level 2		Level 3
Assets:
Cash and money market funds	$	10,986	$	10,986	$	-	$	-
Mutual funds		828	$	828	$	-	$	-
Derivatives designated for hedging		263		-		263		-

The carrying value of our other financial instruments did not differ materially from their estimated fair values at May 31, 2024 and February 29, 2024.

Derivative Instruments

The Company’s derivative instruments include an interest rate swap agreement and foreign currency contracts.

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. 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. The current outstanding notional value of the Company's interest rate swap at May 31, 2024 is $5,490.

Foreign currency contracts are utilized by our German subsidiary to hedge a portion of their U.S. Dollar company’s inventory purchases when management views them to be advantageous. The valuation of our foreign currency options is performed based on foreign exchange rates and yield curves built from observable market parameters and, where applicable, on Black Scholes or local volatility models calibrated to available volatility quotes (Level 2). During Fiscal 2024, the Company entered into forward foreign currency contracts which have notional U.S. Dollar equivalent amounts aggregating $10,350 at May 31, 2024, and that have been designated as cash flow hedges. The remaining maturities of these option contracts are less than one year. During the three months ended May 31, 2023, the Company had no open forward foreign currency contracts.

Financial Statement Classification

The following table discloses the fair value as of May 31, 2024 and February 29, 2024 of the Company’s derivative instruments:


	Derivative Assets and Liabilities
		Fair Value
	Account	May 31, 2024		February 29, 2024
Derivative instruments
Foreign currency contracts designated as cash flow hedges	Prepaid expenses and other current assets	$	102	$	121
Interest rate swap agreements designated as cash flow hedges	Other assets		142		142
Total derivatives		$	244	$	263

Cash Flow Hedges

The change in the fair value of hedging derivative instruments that are expected to be highly effective and have been designated and qualify as cash flow hedges are recorded to Other comprehensive loss. During the same period or periods during which the hedged transaction affects earnings, the amounts recorded in Other comprehensive loss are reclassified to earnings and presented in the same income statement line item as the effect of the hedged item. The change in fair value of the derivative instruments that do not qualify for hedge accounting and have not been designated as cash flow hedges are included in other (expense) income on the accompanying Unaudited Consolidated Statements of Operations and Comprehensive Loss immediately.

The gain or loss on the Company’s interest rate swap is recorded in Other comprehensive loss and subsequently reclassified into Interest and bank charges in the period in which the hedged transaction affects earnings. As of May 31, 2024, no interest rate swaps originally designated for hedge accounting were de-designated or terminated.

The net income (loss) recognized in Other comprehensive income (loss) for foreign currency contracts is expected to be recognized in Cost of sales during the next twelve months. No amounts were excluded from the assessment of hedge effectiveness during the respective periods.

Activity related to cash flow hedges recorded during the three months ended May 31, 2024 and 2023 was as follows:


	Three months ended
	May 31, 2024
	Pretax Gain Recognized in Other Comprehensive Income		Pretax Loss Reclassified from Accumulated Other Comprehensive Income
Cash flow hedges
Foreign currency contracts	$	8	$	(21	)
Interest rate swaps		-		-


	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
Foreign currency contracts	$	-		$	-
Interest rate swaps		(60	)		-

- 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

Net Loss Per Common Share - Reconciliation Between Denominator of Basic and Diluted Net Loss Per Common Share (Details) - shares	3 Months Ended
	May 31, 2024	May 31, 2023
Net Income Per Common Share [Abstract]
Weighted-average common shares outstanding (basic)	23,139,876	23,795,718
Restricted stock units, market stock units, and stock grants	0	0
Weighted-average common shares and potential common shares outstanding (diluted)	23,139,876	23,795,718

Research and Development

3 Months Ended

May 31, 2024

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 $1,397 for the three months ended May 31, 2024 compared to $2,376 for the three months ended May 31, 2023. 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.