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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~August~~November 3130, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-28839

VOXX International Corporation

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		13-1964841 (IRS Employer Identification No.)
2351 J Lawson Blvd., Orlando, Florida (Address of principal executive offices)		32824 (Zip Code)

(800) 645-7750 (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol:	Name of Each Exchange on which Registered
Class A Common Stock $.01 par value	VOXX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of each class of the issuer's common stock outstanding as of the latest practicable date.

Class		As of ~~October~~February 86, ~~2024~~2025
Class A Common Stock		20,~~244~~266,~~217~~915 Shares
Class B Common Stock		2,260,954 Shares

VOXX International Corporation and Subsidiaries

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1	FINANCIAL STATEMENTS
	Consolidated Balance Sheets at August 31, 2024 (unaudited) and February 29, 2024	3
	Consolidated Balance Sheets at November 30, 2024 (unaudited) and February 29, 2024	3
	Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended August 31, 2024 and 2023	5
	Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three and Nine Months Ended November 30, 2024 and 2023	5
	Unaudited Consolidated Statements of Stockholders’ Equity for the Six Months Ended August 31, 2024 and 2023	6
	Unaudited Consolidated Statements of Stockholders’ Equity for the Nine Months Ended November 30, 2024 and 2023	6
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended August 31, 2024 and 2023	7
	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended November 30, 2024 and 2023	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3436
Item 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4952
Item 4	CONTROLS AND PROCEDURES	4952
PART II	OTHER INFORMATION
Item 1	LEGAL PROCEEDINGS	5153
Item 1A	RISK FACTORS	5153
Item 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5154
Item 6	EXHIBITS	5255
SIGNATURES		5356

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VOXX International Corporation and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

	August 31,2024			February 29,2024
	November 30,2024			February 29,2024
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	36,~~661~~349		$	10,986
Accounts receivable, net of allowances of $1,980 and $3,041 at August 31, 2024 and February 29, 2024, respectively		64,240			71,066
Accounts receivable, net of allowances of $1,921 and $3,041 at November 30, 2024 and February 29, 2024, respectively		79,686			71,066
Inventory		~~113~~96,~~253~~416			128,471
Receivables from vendors		~~795~~129			1,192
Due from Established (Note 2)		~~24,542~~100			-
Due from GalvanEyes LLC, current (Note 22)		-			1,238
Prepaid expenses and other current assets		1514,~~743~~533			20,820
Income tax receivable		4,~~710~~933			2,095
Total current assets		~~226~~202,~~944~~146			235,868
Investment securities		~~398~~414			828
Equity investments		22,~~848~~428			21,380
Property, plant and equipment, net		4432,~~201~~937			45,070
Operating lease, right of use assets		25,~~815~~067			2,577
Goodwill		6435,~~344~~385			63,931
Intangible assets, net		5638,~~632~~483			68,766
Due from GalvanEyes LLC, less current portion (Note 22)		-			1,340
Deferred income tax assets		6058			1,452
Other assets		21,~~922~~908			2,794
Total assets	$	~~421~~338,~~164~~826		$	444,006
Liabilities, Redeemable Equity, Redeemable Non-Controlling Interest, and Stockholders' Equity
Current liabilities:
Accounts payable	$	4340,~~895~~961		$	35,076
Accrued expenses and other current liabilities		38,~~397~~815			38,238
Income taxes payable		1,~~168~~510			1,123
Accrued sales incentives		1621,~~810~~069			18,236
Contract liabilities, current		3,~~265~~043			3,810
Current portion of long-term debt		43,~~469~~837			500
Total current liabilities		~~108~~109,~~004~~235			96,983
Long-term debt, net of debt issuance costs		5014,~~015~~478			71,881
Finance lease liabilities, less current portion		~~484~~399			644
Operating lease liabilities, less current portion		13,~~917~~728			1,884
Deferred compensation		~~398~~414			828
Deferred income tax liabilities		2,~~615~~470			2,690
Other tax liabilities		~~721~~719			809
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC (Note 22)		-			9,817
Other long-term liabilities		2,~~850~~828			2,170
Total liabilities		~~167~~134,~~004~~271			187,706
Commitments and contingencies (Note 25)
Redeemable equity: Class A, $.01 par value; 597,021 and 577,581 shares at August 31, 2024 and February 29, 2024, respectively (Note 9)		4,173			4,110
Redeemable equity: Class A, $.01 par value; 604,072 and 577,581 shares at November 30, 2024 and February 29, 2024, respectively (Note 9)		4,218			4,110
Redeemable non-controlling interest (Note 3)		(49,~~041~~019	)		(3,203	)
Stockholders' equity:
Preferred stock:
No shares issued or outstanding (Note 21)		-			-
Common stock:
Class A, $.01 par value, 60,000,000 shares authorized, 23,998,379 and 23,985,603 shares issued and 19,647,196 and 19,698,562 shares outstanding at August 31, 2024 and February 29, 2024, respectively		240			240
Class A, $.01 par value, 60,000,000 shares authorized, 24,000,886 and 23,985,603 shares issued and 19,649,703 and 19,698,562 shares outstanding at November 30, 2024 and February 29, 2024, respectively		240			240
Class B Convertible, $.01 par value, 10,000,000 shares authorized, 2,260,954 shares issued and outstanding at both August 31, 2024 and February 29, 2024		22			22
Class B Convertible, $.01 par value, 10,000,000 shares authorized, 2,260,954 shares issued and outstanding at both November 30, 2024 and February 29, 2024		22			22
Paid-in capital		~~295~~296,~~959~~137			293,272
Retained earnings		517,~~415~~449			58,272
Accumulated other comprehensive loss		(17,~~219~~760	)		(17,366	)
Less: Treasury stock, at cost, 4,351,183 and 4,287,041 shares of Class A Common Stock at August 31, 2024 and February 29, 2024, respectively		(39,821	)		(39,573	)
Less: Treasury stock, at cost, 4,351,183 and 4,287,041 shares of Class A Common Stock at November 30, 2024 and February 29, 2024, respectively		(39,821	)		(39,573	)
Total VOXX International Corporation stockholders' equity		~~290~~246,~~596~~267			294,867
Non-controlling interest		(36,~~568~~911	)		(39,474	)
Total stockholders' equity		~~254~~209,~~028~~356			255,393
Total liabilities, redeemable equity, redeemable non-controlling interest, and stockholders' equity	$	~~421~~338,~~164~~826		$	444,006

See accompanying notes to unaudited consolidated financial statements.

VOXX International Corporation and Subsidiaries

Unaudited Consolidated Statements of Operations and Comprehensive ~~Income~~ (Loss) Income

(In thousands, except share and per share data)

	Three months endedAugust 31,						Six months endedAugust 31,
	Three months endedNovember 30,						Nine months endedNovember 30,
	2024			2023			2024			2023
Net sales	$	92105,~~488~~175		$	~~113~~135,~~642~~260		$	~~184~~289,~~149~~324		$	~~225~~360,~~568~~828
Cost of sales		6982,~~796~~830			8598,~~017~~918			~~136~~218,~~048~~878			~~169~~268,~~363~~281
Gross profit		22,~~692~~345			2836,~~625~~342			4870,~~101~~446			5692,~~205~~547
Operating expenses:
Selling		7,~~848~~638			10,~~021~~967			1725,~~438~~076			2132,~~187~~154
General and administrative		1516,~~777~~294			1715,~~250~~944			3248,~~234~~528			3652,~~677~~621
Engineering and technical support		68,~~100~~316			7,~~857~~063			1220,~~344~~660			1623,~~194~~257
Restructuring expenses		2,098			2,008			2,329			2,067
Goodwill impairment charges (see note 12)		28,171			-			28,171			-
Total operating expenses		31,823			37,136			64,345			76,125
Intangible asset impairment charges (see Note 12)		16,093			-			16,093			-
Operating loss		(9,131	)		(8,511	)		(16,244	)		(19,920	)
Restructuring expenses		49			101			2,378			2,168
Other income (expense) :
Total operating expenses		76,561			34,075			140,906			110,200
Interest and bank charges		(1,973	)		(1,573	)		(4,111	)		(3,119	)
Operating (loss) income		(54,216	)		2,267			(70,460	)		(17,653	)
Equity in income of equity investees		200			1,241			551			2,857
Other income (expense):
Gain on sale of business (Note 2)		8,300			-			8,300			-
Interest and bank charges		(1,355	)		(1,892	)		(5,466	)		(5,011	)
Gain on sale of assets (Note 2)		2,154			-			2,154			-
Equity in income of equity investees		382			1,101			933			3,958
Final arbitration award		-			(1,612	)		-			(2,598	)
Gain on sale of business (Note 2)		-			-			8,300			-
Other, net		3,842			(952	)		1,971			(1,653	)
Gain on sale of assets (Note 2)		7,299			-			9,453			-
Total other income (expense), net		12,523			(2,896	)		8,865			(4,513	)
Final arbitration award		-			(752	)		-			(3,350	)
Income (loss) before income taxes		3,392			(11,407	)		(7,379	)		(24,433	)
Other, net		(2,084	)		156			(113	)		(1,497	)
Income tax expense (benefit)		1,600			1,170			1,006			(151	)
Total other income (expense), net		4,242			(1,387	)		13,107			(5,900	)
Net income (loss)		1,792			(12,577	)		(8,385	)		(24,282	)
(Loss) Income before income taxes		(49,974	)		880			(57,353	)		(23,553	)
Less: net loss attributable to non-controlling interest		(620	)		(1,513	)		(1,528	)		(2,480	)
Income tax (benefit) expense		(513	)		97			493			(54	)
Net income (loss) attributable to VOXX International Corporation and Subsidiaries	$	2,412		$	(11,064	)	$	(6,857	)	$	(21,802	)
Net (loss) income		(49,461	)		783			(57,846	)		(23,499	)
Less: net loss attributable to non-controlling interest		(5,495	)		(1,129	)		(7,023	)		(3,609	)
Net (loss) income attributable to VOXX International Corporation and Subsidiaries	$	(43,966	)	$	1,912		$	(50,823	)	$	(19,890	)
Other comprehensive (loss) income:
Foreign currency translation adjustments		(~~337~~1,037	)		~~820~~279			~~258~~(779	)		1,~~058~~337
Derivatives designated for hedging		~~(90~~477	)		34(29	)		~~(103~~374	)		(2655	)
Pension plan adjustments		(819	)		(51	)		(811	)		(67	)
Other comprehensive (loss) income, net of tax		(~~435~~541	)		~~849~~249			~~147~~(394	)		1,~~026~~275
Comprehensive income (loss) attributable to VOXX International Corporation and Subsidiaries	$	1,977		$	(10,215	)	$	(6,710	)	$	(20,776	)
Comprehensive (loss) income attributable to VOXX International Corporation and Subsidiaries	$	(44,507	)	$	2,161		$	(51,217	)	$	(18,615	)
Income (loss) per share - basic: Attributable to VOXX International Corporation and Subsidiaries	$	0.10		$	(0.47	)	$	(0.30	)	$	(0.92	)
(Loss) Income per share - basic: Attributable to VOXX International Corporation and Subsidiaries	$	(1.90	)	$	0.08		$	(2.20	)	$	(0.85	)
Income (loss) per share - diluted: Attributable to VOXX International Corporation and Subsidiaries	$	0.10		$	(0.47	)	$	(0.30	)	$	(0.92	)
(Loss) Income per share - diluted: Attributable to VOXX International Corporation and Subsidiaries	$	(1.90	)	$	0.08		$	(2.20	)	$	(0.85	)
Weighted-average common shares outstanding (basic)		23,~~125~~160,~~665~~541			23,~~462~~270,~~575~~834			23,~~132~~141,~~771~~960			23,~~629~~510,~~147~~578
Weighted-average common shares outstanding (diluted)		23,~~159~~160,~~333~~541			23,~~462~~467,~~575~~022			23,~~132~~141,~~771~~960			23,~~629~~510,~~147~~578

See accompanying notes to unaudited consolidated financial statements.

VOXX International Corporation and Subsidiaries

Unaudited Consolidated Statements of Stockholders' Equity

For the three and ~~six~~nine months ended ~~August~~November 3130, 2024 and 2023

(In thousands, except share and per share data)

	Class Aand Class BCommonStock		Paid-inCapital			RetainedEarnings			AccumulatedOtherComprehensive(Loss) Income			Non-controllingInterest			TreasuryStock			TotalStock-holders'Equity
Balances at February 29, 2024	$	262	$	293,272		$	58,272		$	(17,366	)	$	(39,474	)	$	(39,573	)	$	255,393
Net loss (1)		—		—			(9,269	)		—			(623	)		—			(9,892	)
Other comprehensive income, net of tax		—		—			—			582			—			—			582
Cancellation of EyeLock LLC ownership put option, net of shareholder receivable (Note 22)		—		3,710			—			—			3,829			—			7,539
Cash settlement of market stock units upon vesting of remaining award		—		(1,000	)		—			—			—			—			(1,000	)
Repurchase of 64,142 shares of common stock		—		—			—			—			—			(248	)		(248	)
Stock-based compensation expense		—		62			—			—			—			—			62
Balances at May 31, 2024		262		296,044			49,003			(16,784	)		(36,268	)		(39,821	)		252,436
Net income (loss) (1)		—		—			2,412			—			(300	)		—			2,112
Loss on contribution of assets to joint venture (Note 13)		—		(413	)		—			—			—			—			(413	)
Other comprehensive loss, net of tax		—		—			—			(435	)		—			—			(435	)
Interest on shareholder note receivable		—		(45	)		—			—			—			—			(45	)
Stock-based compensation expense		—		373			—			—			—			—			373
Balances at August 31, 2024	$	262	$	295,959		$	51,415		$	(17,219	)	$	(36,568	)	$	(39,821	)	$	254,028
Net loss (1)		—		—			(43,966	)		—			(343	)		—			(44,309	)
Other comprehensive loss, net of tax		—		—			—			(541	)		—			—			(541	)
Payment on shareholder note receivable		—		352			—			—			—			—			352
Interest on shareholder note receivable		—		(40	)		—			—			—			—			(40	)
Stock-based compensation expense		—		(134	)		—			—			—			—			(134	)
Balances at November 30, 2024	$	262	$	296,137		$	7,449		$	(17,760	)	$	(36,911	)	$	(39,821	)	$	209,356
Balances at February 28, 2023	$	262	$	292,565		$	99,122		$	(18,680	)	$	(37,268	)	$	(30,285	)	$	305,716
Net loss (1)		—		—			(10,738	)		—			(649	)		—			(11,387	)
Other comprehensive income, net of tax		—		—			—			177			—			—			177
Repurchase of 371,087 shares of Class A common stock		—		—			—			—			—			(4,113	)		(4,113	)
Stock-based compensation expense		—		235			—			—			—			—			235
Balances at May 31, 2023		262		292,800			88,384			(18,503	)		(37,917	)		(34,398	)		290,628
Net loss (1)		—		—			(11,064	)		—			(553	)		—			(11,617	)
Other comprehensive income, net of tax		—		—			—			849			—			—			849
Repurchase of 267,831 shares of Class A Common Stock		—		—			—			—			—			(2,859	)		(2,859	)
Stock-based compensation expense		—		185			—			—			—			—			185
Balances at August 31, 2023	$	262	$	292,985		$	77,320		$	(17,654	)	$	(38,470	)	$	(37,257	)	$	277,186
Net income (loss) (1)		—		—			1,912			—			(491	)		—			1,421
Other comprehensive income, net of tax		—		—			—			249			—			—			249
Repurchase of 216,600 shares of common stock		—		—			—			—			—			(1,683	)		(1,683	)
Stock-based compensation expense		—		154			—			—			—			—			154
Balances at November 30, 2023	$	262	$	293,139		$	79,232		$	(17,405	)	$	(38,961	)	$	(38,940	)	$	277,327

(1) Net (loss) income excludes net loss attributable to redeemable non-controlling interest of $(286) for the three months ended May 31, 2024, $(320) for the three months ended August 31, 2024, $(5,152) for the three months ended November 30, 2024, $(317) for the three months ended May 31, 2023, ~~and~~ $(961) for the three months ended August 31, 2023, and $(638) for the three months ended November 30, 2023 (see Note 3).

See accompanying notes to unaudited consolidated financial statements.

VOXX International Corporation and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

	Six months endedAugust 31,
	Nine months endedNovember 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(857,~~385~~846	)	$	(2423,~~282~~499	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		58,~~729~~439			69,~~492~~445
Amortization of debt discount		~~206~~302			~~196~~300
Bad debt expense		52			38
Impairment charges		44,264			-
Reduction in the carrying amount of the right of use asset		631			703
Bad debt expense		335			65
Reduction in the carrying amount of the right of use asset		1,022			1,038
Gain on sale of business (Note 2)		(8,300	)		-
Gain on sale of assets (Note 2)		(2,154	)		-
Gain on sale of assets (Note 2 & Note 20)		(9,453	)		-
Equity in income of equity investees		(~~551~~933	)		(23,~~857~~958	)
Distribution of income from equity investees		2,~~074~~874			34,~~212~~453
Deferred income tax expense (benefit)		~~1,329~~942			(~~286~~116	)
Non-cash compensation adjustment		(~~430~~415	)		(~~119~~143	)
Stock based compensation expense		~~558~~820			~~466~~643
Loss (gain) on disposal of property, plant, and equipment		~~117~~131			(31	)
Gain on sale of intangible asset		-			(450	)
Changes in operating assets and liabilities:
Accounts receivable		7(9,~~220~~280	)		20(8,~~787~~585	)
Inventory		419,~~223~~648			129,~~490~~593
Receivables from vendors		~~398~~1,063			(~~230~~1,556	)
Prepaid expenses and other		432,~~796~~041			(12,~~856~~149	)
Investment securities-trading		~~430~~415			~~119~~143
Accounts payable, accrued expenses, accrued sales incentives, contract liabilities, and other liabilities		67,~~636~~900			~~(32~~932	)
Income taxes payable		(2,590	)		(~~799~~2,605	)
Net cash provided by operating activities		1131,~~989~~379			23,~~561~~520
Cash flows from investing activities:
Purchases of property, plant, and equipment		(13,~~736~~337	)		(12,~~444~~706	)
Proceeds from sale of property, plant, and equipment		3,202			33
Proceeds from sale of assets		22,102			733
Proceeds from sale of intangible asset		-			450
Net cash provided by (used in) investing activities		18,765			(1,973	)
Net cash provided by (used in) investing activities		1,466			(961	)
Cash flows from financing activities:
Principal payments on finance lease obligation		(~~204~~282	)		(~~169~~244	)
Proceeds from shareholder note receivable		~~352~~704			-
Repayment of bank obligations		(83160,~~273~~010	)		(76116,~~630~~003	)
Borrowings on bank obligations		65105,~~012~~552			80125,~~461~~628
Deferred financing costs		-			(112	)
Settlement of market stock unit awards		(1,000	)		-
Purchase of treasury stock		(246	)		(6,972	)
Settlement of restricted stock unit awards		(342	)		-
Net cash used in financing activities		(19,359	)		(3,422	)
Purchase of treasury stock		(246	)		(8,655	)
Effect of exchange rate changes on cash		(1,421	)		1,622
Net cash (used in) provided by financing activities		(55,624	)		614
Net decrease in cash and cash equivalents		(7,325	)		(200	)
Effect of exchange rate changes on cash		843			2,098
Net (decrease) increase in cash and cash equivalents		(4,637	)		4,259
Cash and cash equivalents at beginning of period		10,986			6,134
Cash and cash equivalents at end of period	$	36,~~661~~349		$	510,~~934~~393

See accompanying notes to unaudited consolidated financial statements.

VOXX International Corporation and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(Amounts in thousands, except share and per share data)

(1) Basis of Presentation

On December 18, 2024, the Company issued a press release stating that it had entered into an Agreement and Plan of Merger on December 17, 2024 with Gentex Corporation ("Gentex"), the largest shareholder of the Company's Class A Common Stock, pursuant to which, Gentex would acquire all of the issued and outstanding shares of common stock of the Company not already owned by Gentex for $7.50 per share (see Note 27).

On January 28, 2025, the Company received a letter (the"Letter") from the Listing and Qualifications Staff of the Nasdaq Stock Market ("Nasdaq"), advising us that our failure to file our Quarterly Report on Form 10Q for the three and nine months ended November 30, 2024 (the "Form 10-Q") with the Securities and Exchange Commission (the "SEC") is in contravention of Nasdaq Listing Rule 5250(c)(1) (the "Filing Requirement"), and could serve as a basis for the delisting of our securities from Nasdaq. We have 60 days from the date of the notice to submit a plan to regain compliance with the Filing Requirement for consideration by Nasdaq. We believe that the filing of this Form 10-Q allows us to regain compliance with the Filing Requirement.

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.

Due to an error recorded in the first quarter ended May 31, 2023, and a correction to the error recorded in the second quarter ended August 31, 2023, the quarter-to-date net loss attributable to the non-controlling interest for the periods ended May 31, 2023, and August 31, 2023, were understated and overstated, respectively, by $239. The net loss attributable to non-controlling interest for the year-to-date periods presented for the six months ended August 31, 2023, and subsequent periods, were presented properly. The quarter-to-date net loss attributable to Voxx International Corporation and Subsidiaries for the three months ended May 31, 2023, and the three months ended August 31, 2023, were overstated, and understated, respectively, by $239.

We operate in three reportable segments: Automotive Electronics, Consumer Electronics, and Biometrics. See Note 23 for the Company's segment reporting disclosures.

(2) Dispositions

Sale of a business

On August 30, 2024, the Company's wholly owned subsidiary, VOXX Accessories Corp. ("VAC"), completed the sale of certain assets of its domestic accessories business ("the Disposal Group"), consisting of intangible assets and inventory, which was included in the Company's Consumer Electronics segment, to Talisman Brands Inc., d/b/a Established Inc. (“Established" or the "Buyer”) for total consideration of $24,542, net of selling expenses. The ~~consideration was recorded as a receivable due from Established on the accompanying Consolidated Balance Sheet at August 31, 2024. The~~ Company recognized a gain in the amount of $8,300 on the sale of the Disposal Group for the ~~three~~nine ~~and six~~ months ended ~~August~~November 3130, 2024 within Other income (expense) on the accompanying Unaudited Consolidated Statements of Operations and Comprehensive ~~Income~~ (Loss) Income. ~~During~~At ~~September~~November 30, 2024, ~~the~~a ~~Company~~balance ~~received~~of ~~payments totaling~~ $~~24,442~~100 ~~toward~~remains ~~the total balance~~ due from Established. ~~The~~and ~~remaining balance due of $100~~ is expected to be received during the ~~third~~fourth quarter of Fiscal 2025. The proceeds of the sale ~~will~~were be used by the Company to repay outstanding debt.

The sale of the Disposal Group has been recorded as a sale of a business pursuant to ASC 805 - Business Combinations, but did not meet the requirements to be classified as discontinued operations in accordance with ASC 205 - Presentation of Financial Statements, as the sale did not materially affect the Company's operations and did not represent a strategic shift for the Company.

At closing, the Company and Established entered into an operations services agreement, pursuant to which the Company agreed to continue to operate the accessories business for the Buyer's benefit, consisting of certain defined services, including purchasing, logistics, sales, MIS, human resources, customer service, credit and collections, and finance and ~~accounting services. The operating services agreement will continue for a period of twelve months, and may be canceled at any time, or extended, at the Buyer's option.~~

accounting services. The operating services agreement will continue for a period of twelve months, and may be canceled at any time, or extended, at the Buyer's option.

Sale of assets

On August 15, 2024, the Company's wholly owned subsidiary, Premium Audio Company, LLC ("PAC"), completed the sale of certain trade names and related inventory to Jamo Holding Limited and Cinemaster Shanghai Ltd. for total consideration of $3,410. The assets sold did not meet the requirements to be classified as a sale of a business pursuant to ASC 805 - Business Combinations. The Company recognized a gain of $2,154 on the sale of these assets for the ~~three~~nine ~~and six~~ months ended ~~August~~November 3130, 2024 within Other income (expense) on the accompanying Unaudited Consolidated Statements of Operations and Comprehensive ~~Income~~ (Loss) Income. The proceeds of the sale were used by the Company to repay outstanding debt.

(3) 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 ~~August~~November 3130, 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 ~~six~~nine months ended ~~August~~November 3130, 2024:

	Redeemable Non-controlling Interest
Balance at February 29, 2024	$	(3,203	)
Net loss attributable to non-controlling interest		(~~606~~5,758	)
Comprehensive loss attributable to non-controlling interest		(~~104~~11	)
Foreign currency translation		(~~128~~47	)
Balance at August 31, 2024	$	(4,041	)
Balance at November 30, 2024	$	(9,019	)

(4) Net Income (Loss) Per Common Share

Basic net ~~income~~ (loss) income per common share attributable to VOXX International Corporation is calculated by dividing net income (loss) 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 ~~income~~ (loss) income 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.~~

Acommon ~~reconciliation~~share ~~between~~computation reflects the ~~denominator~~potential ofdilution ~~basic~~that ~~and~~would ~~diluted~~occur ~~net~~if ~~income~~common ~~(loss)~~stock ~~per~~equivalent securities or other contracts to issue common ~~share~~stock iswere asexercised ~~follows:~~or converted into common stock.

	Three months endedAugust 31,				Six months endedAugust 31,
	2024		2023		2024		2023
Weighted-average common shares outstanding (basic)		23,125,665		23,462,575		23,132,771		23,629,147
Effect of dilutive securities:
Restricted stock units, market stock units, and stock grants		33,668		—		-		-
Weighted-average common shares and potential common shares outstanding (diluted)		23,159,333		23,462,575		23,132,771		23,629,147

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

Restricted stock units, market stock units, and stock grants of 106,862 and 290,173 for the three months ended August 31, 2024 and 2023, respectively, and 264,085 and 292,877 for the six months ended August 31, 2024 and 2023, respectively, were not included in the net income (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.


	Three months ended November 30,				Nine months ended November 30,
	2024		2023		2024		2023
Weighted-average common shares outstanding (basic)		23,160,541		23,270,834		23,141,960		23,510,578
Effect of dilutive securities:
Restricted stock units, market stock units, and stock grants		—		196,188		-		-
Weighted-average common shares and potential common shares outstanding (diluted)		23,160,541		23,467,022		23,141,960		23,510,578

Restricted stock units, market stock units, and stock grants of 457,234 and 9,266 for the three months ended November 30, 2024 and 2023, respectively, and 328,468 and 304,260 for the nine months ended November 30, 2024 and 2023, respectively, were not included in the net (loss) income 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.

(5) Investment Securities

As of ~~August~~November 3130, 2024, and February 29, 2024, the Company had the following investments:

	August 31, 2024
	November 30, 2024
	Fair Value
Investment Securities
Marketable Equity Securities
Mutual funds	$	~~398~~414
Total Marketable Equity Securities		~~398~~414
Total Investment Securities	$	~~398~~414


	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 payment of the remaining balance to be made to participating employees on March 1, 2025. Changes in the carrying value of these securities are offset by changes in the corresponding deferred compensation liability.

(6) 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,

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 ~~August~~November 3130, 2024:

Fair Value Measurements atReporting Date Using

Total

Level 1

Level 2

Level 3

Assets:

Cash and money market funds

36,~~661~~349

Mutual funds

~~398~~414

Derivatives designated for hedging

~~143~~885

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 ~~August~~November 3130, 2024 and February 29, 2024.

Derivative Instruments

The Company’s derivative instruments include foreign currency contracts and also included an interest rate swap agreement ~~and~~through ~~foreign~~September ~~currency contracts~~2024.

~~The~~Foreign ~~Company’s~~currency ~~interest~~contracts ~~rate~~are ~~swap~~utilized ~~agreement~~by ~~hedges~~our ~~interest~~German ~~rate~~subsidiary ~~exposure related~~ to ~~the~~hedge ~~outstanding~~a ~~balance~~portion of ~~its~~their ~~Florida~~U.S. ~~Industrial~~Dollar ~~Revenue~~company’s ~~Bonds~~inventory ~~("the~~purchases ~~Florida~~when ~~Mortgage"),~~management ~~with~~views ~~monthly~~them ~~payments~~to ~~due~~be ~~through March 2026~~advantageous. The ~~swap~~valuation ~~agreement locks the interest rate on the debt at 3.43% (inclusive~~ of ~~credit~~our ~~spread)~~foreign ~~through~~currency ~~the~~options ~~maturity~~is ~~date~~performed ofbased ~~the~~on ~~loan.~~foreign ~~Interest~~exchange ~~rate~~rates ~~swap~~and ~~agreements~~yield ~~qualifying~~curves ~~for~~built ~~hedge~~from ~~accounting~~observable ~~are~~market ~~designated~~parameters ~~as cash flow hedges~~ and, ~~valued~~where ~~based~~applicable, on aBlack ~~comparison~~Scholes ofor ~~the~~local ~~change~~volatility inmodels ~~fair~~calibrated ~~value~~to ofavailable ~~the~~volatility ~~actual~~quotes ~~swap contracts designated as the hedging instruments and the change in fair value of a hypothetical swap contract~~ (Level 2). WeDuring ~~calculate~~Fiscal ~~the~~2024 ~~fair~~and ~~value~~during ofthe ~~our~~nine ~~interest~~months ~~rate~~ended ~~swap~~November ~~agreement~~30, ~~quarterly~~2024, ~~based on~~ the ~~quoted~~Company ~~market~~entered ~~price~~into ~~for~~forward ~~the~~foreign ~~same~~currency orcontracts ~~similar~~which ~~financial~~have ~~instruments~~notional U.S. ~~Interest~~Dollar ~~rate~~equivalent ~~swaps~~amounts ~~are~~aggregating ~~classified~~$17,250 inat ~~the~~November ~~balance~~30, ~~sheet~~2024, asand ~~either~~that ~~assets~~have orbeen ~~liabilities~~designated ~~based~~as oncash ~~the~~flow ~~fair~~hedges. ~~value~~The remaining maturities of ~~the~~these ~~instruments~~option atcontracts ~~the~~are ~~end~~fifteen ofmonths in the ~~period~~aggregate. ~~The~~During ~~current~~the ~~outstanding~~nine ~~notional~~months ~~value~~ended ofNovember 30, 2023, the Company's ~~interest~~had ~~rate~~no ~~swap~~open atforward ~~August~~foreign ~~31,~~currency ~~2024 is $5,365 (see Note 27)~~contracts.

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 and during the three months ended August 31, 2024, the Company entered into forward foreign currency contracts

~~which~~Interest ~~have~~rate ~~notional~~swap ~~U.S.~~agreements ~~Dollar~~qualifying ~~equivalent~~for ~~amounts~~hedge ~~aggregating~~accounting ~~$20,700~~are atdesignated ~~August~~as ~~31,~~cash ~~2024,~~flow hedges and ~~that~~valued ~~have~~based ~~been~~on a comparison of the change in fair value of the actual swap contracts designated as ~~cash~~the ~~flow~~hedging ~~hedges.~~instruments ~~The~~and ~~remaining~~the ~~maturities~~change in fair value of ~~these~~a ~~option~~hypothetical ~~contracts~~swap ~~are~~contract ~~eighteen~~(Level ~~months~~2). Interest rate swaps are classified in the ~~aggregate~~balance sheet as either assets or liabilities based on the fair value of the instruments at the end of the period. During the ~~six~~three and nine months ended ~~August~~November 3130, ~~2023~~2024, the Company had noan ~~open~~interest ~~forward~~rate ~~foreign~~swap ~~currency~~agreement ~~contracts~~that hedged interest rate exposure related to the outstanding balance of its Florida Industrial Revenue Bonds ("the Florida Mortgage"), with monthly payments due through the maturity date of the mortgage, which was March 2026. The swap agreement locked the interest rate on the debt at 3.43% (inclusive of credit spread) through the maturity date of the loan. We calculated the fair value of our interest rate swap agreement quarterly based on the quoted market price for the same or similar financial instruments. On September 24, 2024, the Company sold its manufacturing facility in Lake None, Florida, with net proceeds used to repay the remaining balance outstanding on the Florida Mortgage (see Note 18). Concurrent with this repayment, the interest rate swap was terminated.

Financial Statement Classification

The following table discloses the fair value as of ~~August~~November 3130, 2024 and February 29, 2024 of the Company’s derivative instruments:

	Derivative Assets and Liabilities
		Fair Value
	Account	~~August~~November 3130, 2024		February 29, 2024
Derivative instruments
Foreign currency contracts designated as cash flow hedges	Prepaid expenses and other current assets	$	68885	$	121
Interest rate swap agreements designated as cash flow hedges	Other assets		75-		142
Total derivatives		$	~~143~~885	$	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) (income). During the same period or periods during which the hedged transaction affects earnings, the amounts recorded in Other comprehensive (loss) (income) 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 ~~Income~~ (Loss) Income immediately.

The ~~gain~~net orincome (loss) onrecognized ~~the Company’s interest rate swap is recorded~~ in Other comprehensive (loss) (income) ~~and~~for ~~subsequently~~foreign ~~reclassified~~currency ~~into~~contracts ~~Interest~~is ~~and~~expected ~~bank~~to ~~charges~~be recognized in ~~the~~Cost ~~period~~of insales ~~which~~during the ~~hedged~~next ~~transaction~~twenty-one ~~affects earnings~~months. AsNo ofamounts ~~August~~were ~~31,~~excluded ~~2024,~~from nothe ~~interest~~assessment ~~rate~~of ~~swaps originally designated for~~ hedge ~~accounting~~effectiveness ~~were~~during ~~de-designated~~the orrespective ~~terminated~~periods.

The ~~net~~gain ~~income~~or (loss) ~~recognized~~on the Company’s interest rate swap is recorded in Other comprehensive (loss) income ~~for~~and ~~foreign~~subsequently ~~currency~~reclassified ~~contracts~~into isInterest ~~expected~~and tobank becharges ~~recognized~~ in ~~Cost~~the ofperiod ~~sales~~in ~~during~~which the ~~next~~hedged ~~twenty-four~~transaction ~~months~~affects earnings. NoOn ~~amounts~~September ~~were~~24, ~~excluded~~2024, ~~from~~the interest rate swap was terminated in conjunction with the ~~assessment~~repayment of ~~hedge~~the ~~effectiveness~~Florida ~~during~~Mortgage, resulting in a gain of $47 recorded in Interest and bank charges for the ~~respective~~three ~~periods~~and nine months ended November 30, 2024.

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

	Three months ended						Six months ended
	August 31, 2024						August 31, 2024
	Pretax Gain (Loss)Recognized inOtherComprehensiveIncome			Pretax LossReclassified fromAccumulated OtherComprehensiveIncome			Pretax Gain (Loss)Recognized inOtherComprehensiveIncome			Pretax LossReclassified fromAccumulated OtherComprehensiveIncome
Cash flow hedges
Foreign currency contracts		1			(37	)		13			(68	)
Interest rate swaps	$	(67	)	$	-			(67	)		-

	Three months ended				Six months ended
	August 31, 2023				August 31, 2023
	Pretax GainRecognized inOtherComprehensiveIncome		Pretax Gain (Loss)ReclassifiedfromAccumulated OtherComprehensiveIncome		Pretax LossRecognized inOtherComprehensiveIncome			Pretax Gain (Loss)ReclassifiedfromAccumulated OtherComprehensiveIncome
Cash flow hedges
Foreign currency contracts		-		-	$	-		$	-
Interest rate swaps		34		-		(26	)		-

Activity related to cash flow hedges recorded during the three and nine months ended November 30, 2024 and 2023 was as follows:


	Three months ended					Nine months ended
	November 30, 2024					November 30, 2024
	Pretax Gain (Loss) Recognized in Other Comprehensive Income			Pretax Gain (Loss) Reclassified from Accumulated Other Comprehensive Income		Pretax Gain (Loss) Recognized in Other Comprehensive Income			Pretax Gain (Loss) Reclassified from Accumulated Other Comprehensive Income
Cash flow hedges
Foreign currency contracts		808			13		821			(55	)
Interest rate swaps	$	(75	)	$	47		(142	)		47


	Three months ended					Nine months ended
	November 30, 2023					November 30, 2023
	Pretax Gain Recognized in Other Comprehensive Income			Pretax Gain (Loss) Reclassified from Accumulated Other Comprehensive Income		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		(28	)		-		(55	)		-

(7) Accumulated Other Comprehensive (Loss) Income

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

	ForeignCurrencyTranslationLosses			Pension planadjustments,net of tax			Derivativesdesignatedin a hedgingrelationship,net of tax			Total
Balance at February 29, 2024	$	(17,192	)	$	(398	)	$	224		$	(17,366	)
Other comprehensive income (loss) before reclassifications		258			(8	)		(57	)		193
Other comprehensive (loss) income before reclassifications		(779	)		11			411			(357	)
Reclassified from accumulated other comprehensive loss (gain)		-			-			(4637	)		(4637	)
Net current-period other comprehensive loss		258			(8	)		(103	)		147
Net current-period other comprehensive (loss) income		(779	)		11			374			(394	)
Balance at August 31, 2024	$	(16,934	)	$	(406	)	$	121		$	(17,219	)
Balance at November 30, 2024	$	(17,971	)	$	(387	)	$	598		$	(17,760	)

For the three and ~~six~~nine months ended ~~August~~November 3130, 2024, the Company recorded other comprehensive (loss) income, net of associated tax impact of $~~(12)~~266 and $~~(18)~~249, respectively, related to derivatives designated in a hedging relationship. There were no taxes recorded related to pension plan adjustments during the three and ~~six~~nine months ended ~~August~~November 3130, 2024.

The other comprehensive (loss) income before reclassification related to foreign currency translation losses of $~~258~~(779) includes the remeasurement of intercompany transactions of a long-term investment nature of $(~~602~~103) with certain subsidiaries whose functional currency is not the U.S. dollar, and $~~860~~(676) 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.

(8) Supplemental Cash Flow Information

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

	Six months endedAugust 31,
	Nine months endedNovember 30,
	2024			2023
Non-cash investing and financing activities:
Recording of redeemable equity	$	(63108	)	$	(4669	)
Investment in BioCenturion LLC		2,989			-
Cancellation of EyeLock LLC ownership put option		9,817			-
Reclassification of shareholder receivable to equity		2,578			-
Recording of excise tax attributable to treasury stock repurchases		2			-
Right of use assets obtained in exchange for operating lease obligations		~~556~~3,305			~~549~~635
Right of use assets obtained in exchange for finance lease obligations		-			575
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	~~610~~1,027		$	~~648~~971
Operating cash flows from finance leases		3047			818
Finance cash flows from finance leases		~~204~~282			~~169~~244
Cash paid during the period:
Interest (excluding bank charges)	$	34,~~211~~033		$	23,~~135~~040
Income taxes (net of refunds)		2,~~270~~003			~~910~~2,661

(9) 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.

The Company's 2024 Equity Incentive Plan (the "2024 Plan") was adopted by the Company's Board of Directors and approved by the Company's shareholders at its Annual Meeting of Shareholders in July 2024 and replaces the Company's 2012 Equity Incentive Plan (the "2012 Plan") and 2014 Omnibus Equity Incentive Plan (the "2014 Plan").

Restricted stock awards are granted pursuant to the 2024 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. Pursuant to the 2024 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. There are no market conditions inherent in the RSU awards, 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 August 2024, the Company granted 267,924 RSUs to certain employees of the Company pursuant to the 2024 Plan. The RSU awards will vest on the ~~the~~ occurrence of certain triggering conditions as described in the awards. The restricted stock units 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 the Company, or the termination of the grantee's employment without cause. When vested, the RSU awards will be settled, at the Company's discretion, in cash or in shares of the Company's Class A Common Stock, or a combination of both. The Company expenses the cost of these RSU awards on a straight-line basis over the requisite service period of each grantee, which is determined to be eighteen months based on the award triggering conditions. For these purposes, the fair market value of each RSU was determined based on the closing price of the Company's common stock on the grant date. The fair market value of each RSU granted in August 2024 was $3.12.

The Company also grants RSUs to certain senior executives of the Company under its Senior Executive Retirement Plan ("SERP") pursuant to the 2024 Plan. These 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. In July 2024, the Company granted 49,983 RSU awards to employees under the SERP. The Company expenses the cost of these 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 2024 was $2.56.

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 could be settled in shares or in cash upon mutual agreement between the Company and Mr. Lavelle. We recognized stock-based compensation expense of $23 and $4669 during the three and ~~six~~nine months ended ~~August~~November 3130, 2023 related to these MSU’s using the graded vesting attribution method over the performance period. For the three and ~~six~~nine months ended ~~August~~November 3130, 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~~is 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. On November 11, 2024, the term of Mr. Lavelle's employment agreement was extended for one additional year through February 28, 2026 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, 2025, September 30, 2025, December 31, 2025, and March 31, 2026. We recognized stock-based compensation expense of $4650 and $~~105~~155 during the three and ~~six~~nine months ended ~~August~~November 3130, 2024, respectively, related to ~~this~~these stock ~~grant~~grants, which ~~has~~have 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 are also presented as redeemable equity. As the contingent events that would allow Mr. Lavelle to redeem the shares ~~are~~were not deemed probable at ~~this~~November ~~time~~30, 2024, 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 six months ended August 31, 2024 is as follows:

	Redeemable Equity
Balance at February 29, 2024	$	4,110
Stock based compensation expense		63
Balance at August 31, 2024	$	4,173

A roll-forward of redeemable equity related to stock awards and shares held by Mr. Lavelle for the nine months ended November 30, 2024 is as follows:


	Redeemable Equity
Balance at February 29, 2024	$	4,110
Stock based compensation expense		108
Balance at November 30, 2024	$	4,218

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~~would 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. On November 11, 2024, the term of Ms. Shelton's employment agreement was extended for one additional year through February 28, 2026 under which she will receive, in addition to her 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, 2025, September 30, 2025, December 31, 2025, and March 31, 2026. We recognized stock-based compensation expense of $1820 and $4262 during the three and ~~six~~nine months ended ~~August~~November 3130, 2024, respectively, related to ~~this~~these stock ~~grant~~grants, which ~~has~~have been recorded using the graded vesting attribution method.

Grant of Shares to Beat Kahli

On February 6, 2023, Voxx appointed Beat Kahli, the Vice Chairman of the Company's Board of Directors, 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 annual 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 during the ~~six~~nine months ended ~~August~~November 3130, 2024, compared to $57 and $154 during the three and ~~six~~nine months ended ~~August~~November 3130, 2023, respectively, related to this stock grant. ~~There was no remaining compensation expense related to this grant during the three months ended August 31, 2024.~~ The grant fair value of these shares was $10.66 per share and compensation expense has been recorded using the graded vesting attribution method. Mr. Kahli's employment agreement expired on February 29, 2024. He remains 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 2024 Plan for the ~~six~~nine months ended ~~August~~November 3130, 2024:

	Numberof Shares			WeightedAverageGrant DateFair Value
Unvested award balance at February 29, 2024		176,312		$	8.93
Granted		317,907			3.03
Vested		(~~100~~38,~~792~~436	)		613.1759
Vested and settled		(567,~~000~~356	)		106.6674
Unvested award balance at August 31, 2024		388,427		$	4.02
Unvested award balance at November 30, 2024		388,427		$	4.02

At ~~August~~November 3130, 2024, there were ~~706~~643,~~087~~731 vested and unsettled RSU awards under the Company’s 2024 Plan with a weighted average fair value of $6.9398. During September 2024, vested RSU awards for one of the Company's former employees, totaling 62,536 award units, were settled in cash in an amount totaling $245, net of tax withholding, pursuant to the sale of the Company's VAC subsidiary (see Note 2).

During the three and six months ended August 31, 2024 and 2023, the Company recorded $412 and $558, respectively, and $208 and $466, respectively, in total stock-based compensation related to the 2024 Plan, including executive employment agreements. As of August 31, 2024, there was approximately $1,270 of unrecognized stock-based compensation expense related to unvested RSU awards and stock grants.16

During the three and nine months ended November 30, 2024 and 2023, the Company recorded $262 and $820, respectively, and $177 and $643, respectively, in total stock-based compensation related to the 2024 Plan, including executive employment agreements. As of November 30, 2024, there was approximately $1,360 of unrecognized stock-based compensation expense related to unvested RSU awards and stock grants.

(10) 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 and ~~six~~nine months ended ~~August~~November 3130, 2024, net of discounts, were $2218,~~024~~520 and $4163,~~207~~350, respectively, compared to $28,~~278~~835 and $5584,~~633~~061 for the three and ~~six~~nine months ended ~~August~~November 3130, 2023, respectively.

(11) Research and Development

16Expenditures for research and development are charged to expense as incurred. Such expenditures amounted to $1,179 and $3,784 for the three and nine months ended November 30, 2024, respectively, compared to $2,007 and $6,462 for the three and nine months ended November 30, 2023, respectively. 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) Income.

Expenditures for research and development are charged to expense as incurred. Such expenditures amounted to $1,235 and $2,606 for the three and six months ended August 31, 2024, respectively, compared to $2,079 and $4,455 for the three and six months ended August 31, 2023, respectively. 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 Income (Loss).

(12) 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		-
Impairment charges		(1,452	)
Balance at August 31, 2024	$	3,052
Balance at November 30, 2024	$	1,600
Gross carrying value at August 31, 2024	$	10,425
Gross carrying value at November 30, 2024	$	10,425
Accumulated impairment charge		(78,~~373~~825	)
Net carrying value at August 31, 2024	$	3,052
Net carrying value at November 30, 2024	$	1,600
Consumer Electronics:
Beginning balance at March 1, 2024	$	60,879
Foreign currency adjustments		413
Impairment charges		(26,719	)
Balance at August 31, 2024	$	61,292
Foreign currency adjustments		(375	)
Gross carrying value at August 31, 2024	$	93,455
Balance at November 30, 2024	$	33,785
Accumulated impairment charge		(32,163	)
Gross carrying value at November 30, 2024	$	93,455
Net carrying value at August 31, 2024	$	61,292
Accumulated impairment charge		(59,670	)
Total Goodwill, net	$	64,344
Net carrying value at November 30, 2024	$	33,785
Total Goodwill, net	$	35,385

The Company's Biometrics segment did not carry a goodwill balance at ~~August~~November 3130, 2024 or February 29, 2024.

AtWe ~~August~~perform ~~31,~~fair ~~2024,~~value-based impairment tests of goodwill and intangible assets ~~consisted~~with indefinite lives annually as of the ~~following:~~last day of the fourth quarter and also between annual tests if an event occurs or if circumstances change that would more likely than not reduce the fair value of a reporting unit or an indefinite-lived intangible asset below its carrying value.

	GrossCarryingValue		AccumulatedAmortization		Total NetBookValue
Finite-lived intangible assets:
Customer relationships	$	54,053	$	47,678	$	6,375
Trademarks/Tradenames		20,588		6,219		14,369
Developed technology		4,965		2,979		1,986
Patents		6,735		6,222		513
License		1,400		1,400		-
Contracts		1,556		1,556		-
Total finite-lived intangible assets	$	89,297	$	66,054		23,243
Indefinite-lived intangible assets
Trademarks						33,389
Total intangible assets, net					$	56,632

In the third quarter, we reduced the near-term and long-term outlook of our Onkyo, Klipsch, Rosen, and VSM reporting units; our indefinite-lived trademarks; and certain of our long-lived assets based on recent worsening of business performance and industry outlook in both the consumer electronics and automotive electronics markets. Additionally, the implied market value of the total Company, as indicated by the Agreement and Plan of Merger with Gentex on December 17, 2024 (see Note 1 and Note 27), was below our recorded book value as of November 30, 2024. In earlier quarters, while our stock price was lower than the implied value from the Agreement and Plan of Merger, it was believed

to be a temporary decline and was trending upward. After the announcement of the Agreement and Plan of Merger, our stock price has stagnated, and it is believed that the decline is no longer temporary. We viewed these events as potential triggering events and performed quantitative and qualitative impairment analysis of the Onkyo, Klipsch, Rosen and VSM reporting units, indefinite lived assets, and certain long-lived assets as of November 30, 2024.

The interim impairment tests for goodwill indicated that goodwill impairment charges aggregating $28,171 were required for the Onkyo ($13,972), Klipsch ($12,747), Rosen ($880), and VSM ($572) reporting units for the three and nine months ended November 30, 2024. These goodwill impairment charges, of which $26,719 was recorded in the Consumer Electronics segment and $1,452 was recorded in the Automotive Electronics segment, were based upon both quantitative and qualitative assessments. These impairments were the result of reductions in projected cash flows due to lower projected sales volumes and profitability. As a result of these impairments the Company no longer has any goodwill attributable to the Onkyo, Rosen and VSM reporting units. The quantitative assessment utilized either an income approach, a market approach, or a combination of these approaches to determine the fair value of its reporting units. The discount rates (developed using a weighted average cost of capital analysis) used in the goodwill quantitative tests for the nine months ending November 30, 2024, ranged from 16.9% to 35.0%. The long term growth rates used in the quantitative tests was 1.5%. The qualitative assessments considered significant declines in forecasted revenue and profitability due to the downturn in demand.

The fair value of one indefinite-lived asset in the Consumer Electronics segment was less than its carrying value and accordingly, a non-cash impairment charge of $1,276 was recorded for the three and nine months ended November 30, 2024. The interim impairment test of the Klipsch indefinite-lived intangible asset indicated that its fair value was in excess of its carrying value and therefore no impairment was recorded. The fair value of the Klipsch indefinite-lived intangible asset was estimated using a Relief-from-Royalty Method. A royalty rate of 3.5% based upon comparable market rates, the profitability of the products associated with relative intangible asset, and other qualitative factors was applied. A risk-adjusted discount rate of 16.9%, developed using a weighted average cost of capital analysis, and a long-term growth rate of 1.5%, was applied.

The interim impairment tests of certain long-lived assets, based upon a combination of income and market approaches, were performed at the lowest level for which there are separately identifiable cash flows and indicated that the fair value of certain of these assets were not recoverable, resulting in impairments aggregating $14,817, of which $7,381 was recorded in the Consumer Electronics segment and $7,436 was recorded in the Automotive Electronics segment for the three and nine months ended November 30, 2024.

The fair value of the Klipsch and DEI reporting units' goodwill and our remaining indefinite lived asset are sensitive to differences in estimated and actual cash flows, including changes in projected revenue, projected operating margin and discount rates used to evaluate the fair value of these assets. Although we believe our estimate of fair value is reasonable, the reporting units' future financial performance are dependent on our ability to execute our business plan. If a reporting unit’s future financial performance falls below our expectations, there are adverse revisions to assumptions, or our market capitalization declines further, this could be indicative that the fair values of each of our reporting units have declined below their carrying values, and therefore we may need to record a material impairment charge in the future. The remaining goodwill at our Klipsch and DEI reporting units, our indefinite lived asset, and other long-lived assets are at risk for future impairment as they do not have significant fair value above their carrying value.

At November 30, 2024, intangible assets consisted of the following:


	Gross Carrying Value		Accumulated Amortization		Total Net Book Value
Finite-lived intangible assets:
Customer relationships	$	48,278	$	44,747	$	3,531
Trademarks/Tradenames		4,985		2,473		2,512
Developed technology		-		-		-
Patents		6,456		6,076		380
License		1,400		1,400		-
Contracts		1,556		1,556		-
Total finite-lived intangible assets	$	62,675	$	56,252		6,423
Indefinite-lived intangible assets
Trademarks						32,060
Total intangible assets, net					$	38,483

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,~~573~~574 and $34,~~153~~727 for the three and ~~six~~nine months ended ~~August~~November 3130, 2024, respectively, compared to $1,~~640~~608 and $34,~~320~~928 for the three and ~~six~~nine months ended ~~August~~November 3130, 2023, respectively. The estimated aggregate amortization expense for all amortizable intangibles for ~~August~~November 3130 of each of the succeeding years is as follows:

Year	Amount
2025	$	52,~~694~~967
2026		41,~~306~~335
2027		~~3,110~~711
2028		~~2,908~~599
2029		~~2,866~~576

(13) 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") (see Note 22). 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:

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~~On ~~Kahli~~November 1, ~~who~~2024, ~~previously~~GalvanEyes ~~served~~was asacquired ~~President~~by ofGentex ~~Voxx~~Corporation ~~and as CEO of GalvanEyes~~("Gentex"), ~~and~~the ~~currently~~largest ~~serves~~shareholder ~~as Vice-chairman~~ of Voxx's ~~Board~~Class ofA ~~Directors,~~Common isStock. ~~Chairman~~Steven ofDowning, ~~the~~CEO ~~Board and Chief Executive Officer~~ of ~~BioCenturion~~Gentex, ~~LLC.~~also ~~The~~serves ~~Company~~as ~~has~~a ~~concluded~~member ~~that~~of ~~BioCenturion~~Voxx's isBoard aof ~~variable~~Directors. ~~interest~~Prior ~~entity~~to ~~for~~this ~~which~~transaction, ~~EyeLock~~Beat ~~lacks~~Kahli, the ~~power~~current toVice-Chairman ~~direct~~of ~~the~~Voxx's ~~activities~~Board ~~that~~of ~~most~~Directors, ~~significantly~~was ~~impact~~ the ~~joint~~majority ~~venture's~~owner ~~economic~~of ~~performance~~GalvanEyes.

18The 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 is accounted for under the equity method of accounting in accordance with ASC 323, "Investments - Equity Method and Joint Ventures."

AsThe ~~EyeLock~~investment isin ~~not~~BioCenturion ~~the~~LLC ~~primary~~was ~~beneficiary~~recorded at its initial fair value of $2,989 iton ~~does~~March ~~not~~1, ~~consolidate~~2024 in accordance with ASC 810-10-40 upon the ~~variable~~deconsolidation ~~interest~~of ~~entity.~~the ~~However~~group of assets, ~~due~~which torepresented ~~EyeLock's~~a ~~ability~~business pursuant to ~~exercise~~ASC ~~significant influence~~805, ~~the~~"Business ~~investment~~Combinations." isEyeLock ~~accounted~~incurred ~~for~~a ~~under~~loss on the ~~equity~~contribution ~~method~~of assets to the joint venture of ~~accounting~~$413 infor ~~accordance~~the ~~with~~nine ~~ASC~~months ~~323~~ended November 30, ~~"Investments~~2024, -which ~~Equity~~was ~~Method~~recorded ~~and~~to ~~Joint~~Paid ~~Ventures."~~in capital on the Company's Consolidated Balance Sheet.

The ~~investment~~Company applies 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 ~~BioCenturion~~the ~~LLC~~joint ~~was~~venture ~~recorded~~operating atagreement ~~its~~as 77.8% to EyeLock and 22.2% to GalvanEyes up to the deemed initial ~~fair~~capital ~~value~~contributions of $245,~~989~~000, onand ~~March~~thereafter 1,50% ~~2024~~to inEyeLock ~~accordance~~and ~~with~~50% ~~ASC~~to ~~810-10-40~~GalvanEyes, ~~upon~~which differs from the ~~deconsolidation~~membership interest of EyeLock and GalvanEyes, which is 50% to both EyeLock and GalvanEyes. The HLBV method calculates the ~~group~~proceeds that would be attributable to each member in an investment based on the liquidation provisions of ~~assets,~~the ~~which~~agreement ~~represented~~if athe ~~business~~joint ~~pursuant~~venture was to ~~ASC~~be ~~805,~~liquidated ~~"Business~~at ~~Combinations~~book value as of the balance sheet date." ~~EyeLock~~Each ~~incurred~~member’s aallocation 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 ~~contribution~~entity at the end of ~~assets~~a reporting period compared to the ~~joint~~beginning ~~venture~~of that period, adjusted for any capital transactions. EyeLock's share of losses from BioCenturion was $~~413~~478 and $1,843 for the ~~six~~three and nine months ended ~~August~~November 3130, 2024,. ~~which~~The ~~was~~balance ~~recorded~~of toEyeLock's ~~Paid~~equity method investment in ~~capital~~BioCenturion onat ~~the~~November ~~Company's~~30, ~~Consolidated~~2024 ~~Balance~~was ~~Sheet~~$1,147.

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 $601 and $1,365 for the three and six months ended August 31, 2024. The balance of EyeLock's equity method investment in BioCenturion at August 31, 2024 was $1,625.

ASA Electronics LLC and Subsidiary

As of ~~August~~November 3130, 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.

	August 31, 2024		February 29, 2024
	November 30, 2024		February 29, 2024
Current assets	$	4344,~~390~~147	$	43,790
Non-current assets		7,~~386~~486		7,579
Liabilities		89,~~330~~071		8,609
Members' equity		42,~~446~~562		42,760

	Six months endedAugust 31,
	Nine months endedNovember 30,
	2024		2023
Net sales	$	3249,~~286~~242	$	4261,~~192~~261
Gross profit		812,~~638~~915		1115,~~115~~883
Operating income		34,~~294~~740		57,~~321~~253
Net income		35,~~832~~551		57,~~714~~916

The Company's share of income from ASA was $~~801~~860 and $12,~~916~~776 for the three and ~~six~~nine months ended ~~August~~November 3130, 2024, respectively, compared to $1,~~241~~101 and $23,~~857~~958 for the three and ~~six~~nine months ended ~~August~~November 3130, 2023, respectively. The balance of the Company's equity method investment in ASA at ~~August~~November 3130, 2024 was $21,~~223~~281.

(14) 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. At each interim period, the Company evaluates the realizability of its deferred tax assets to determine if a valuation allowance is required. Given the VAC sale of business that occurred in the interim quarter ended August 31, 2024, the

19For the three months ended November 30, 2024, the Company recorded an income tax benefit of $513, which includes a discrete income tax provision of $43 related to the finalization of the federal tax return filing and uncertain tax position interest expense accrual. The effective tax rate for the three months ended November 30, 2024 was an income tax benefit of 1.03% on pre-tax loss of $49,974. The effective tax rate for the three months ended November 30, 2024 differed from the U.S. statutory rate of 21% as a result of a number of factors, primarily related to no income tax benefit recorded on current year Australia, Denmark, and Japan pre-tax losses given the Company maintains a full valuation allowance, the impairment of non-deductible goodwill for which no tax benefit was provided, income taxed in foreign jurisdictions at varying tax rates, nondeductible permanent differences, research and development credits, and adjustments to the deferred tax liability related to indefinite lived intangibles.

For the three months ended November 30, 2023, the Company ~~determined~~recorded ~~that~~an ~~its~~income ~~Canadian~~tax ~~deferred~~provision of $97, which includes a discrete income tax ~~assets~~benefit ~~will~~of ~~not~~$198 berelated ~~realizable~~primarily onto the finalization of the federal tax return filing and reversal of uncertain tax position liabilities as a ~~more~~result of the lapse of the applicable statute of limitations. The effective tax rate for the three months ended November 30, 2023 was an income tax provision of 11.0% on pre-~~likely-than-not~~tax ~~basis~~income of $880. AsThe ~~such~~effective tax rate for the three months ended November 30, 2023 differs from the ~~Company~~U.S. ~~recorded~~statutory anrate ~~increase~~of 21% as a result of a number of factors, primarily related to ~~its~~no income tax benefit recorded on current year U.S and Japanese pre-tax losses given the Company maintains a full valuation allowance, asincome ataxed ~~discrete~~in ~~item~~foreign ~~during~~jurisdictions ~~the~~at ~~quarter.~~varying tax rates, nondeductible permanent differences, research and development credits, and adjustments to our deferred tax liability related to indefinite lived intangibles.

For the ~~three~~nine months ended ~~August~~November 3130, 2024, the Company recorded an income tax provision of $1493,~~600,~~ which includes a discrete income tax provision of $1,~~265~~201 ~~primarily~~ related primarily to increases in ~~its~~ valuation allowance inrelated ~~connection~~to ~~with~~ deferred tax assets in Canada and Australia. The effective tax rate for the ~~three~~nine months ended ~~August~~November 3130, 2024 was an income tax ~~provision~~expense of 470.29% on pre-tax ~~income~~loss of $357,~~392~~353. The effective tax rate for the ~~three~~nine months ended ~~August~~November 3130, 2024 ~~differed~~differs from the U.S. statutory rate of 21% ~~mostly related to the discrete items discussed above,~~ as ~~well~~a asresult of a number of factors, ~~including~~primarily related to no income tax benefit recorded on current year ~~U.S~~Australia, Denmark, and ~~Japanese~~Japan pre-tax losses given the Company maintains a full valuation allowance, the impairment of non-deductible goodwill for which no tax benefit was provided, income taxed in foreign jurisdictions at varying tax rates, nondeductible permanent differences, research and development credits, ~~and~~ adjustments to the deferred tax liability related to indefinite lived intangibles., and the discrete items discussed above.

For the three months ended August 31, 2023, the Company recorded an income tax provision of $1,170, which includes a discrete income tax provision of $115. The effective tax rate for the three months ended August 31, 2023 was an income tax provision of 10.3% on pre-tax loss of $11,407. The effective tax rate for the three months ended August 31, 2023 differs from the U.S. statutory rate of 21% as a result of a number of factors, primarily related to no income tax benefit recorded on current year U.S and Japanese pre-tax losses given the Company maintains a full valuation allowance, income taxed in foreign jurisdictions at varying tax rates, nondeductible permanent differences, research and development credits, and adjustments to our deferred tax liability related to indefinite lived intangibles.

For the ~~six~~nine months ended ~~August~~November 3130, ~~2024~~2023, the Company recorded an income tax ~~provision~~benefit of $154,~~006,~~ which includes a discrete income tax ~~provision~~benefit of $~~1,158~~515 related primarily to ~~increases~~the infinalization ~~valuation~~of ~~allowance~~certain ~~related~~tax tofilings ~~deferred~~and ~~tax~~the ~~assets~~reversal inof ~~Canada~~uncertain (tax position liabilities as ~~discussed~~a ~~above)~~result ~~and~~of ~~Australia~~the lapse of the applicable statute of limitations, offset by the remeasurement of state deferred taxes based on law changes enacted during the period. The effective tax rate for the ~~six~~nine months ended ~~August~~November 3130, ~~2024~~2023 was an income tax ~~expense~~benefit of 130.62% on pre-tax loss of $723,~~379~~553. The effective tax rate for the ~~six~~nine months ended ~~August~~November 3130, ~~2024~~2023 differs from the U.S. statutory rate of 21% as a result of a number of factors, primarily related to no income tax benefit recorded on current year U.S. and Japanese pre-tax losses given the Company maintains a full valuation allowance, income taxed in foreign jurisdictions at varying tax rates, nondeductible permanent differences, research and development credits, and adjustments to ~~the~~our deferred tax liability related to indefinite lived intangibles~~, and the discrete items discussed above~~.

~~For~~At ~~the~~November ~~six~~30, ~~months~~2024 ~~ended~~and ~~August~~February 3129, ~~2023~~2024, the Company ~~recorded~~had an ~~income tax benefit of $151, which includes a discrete income tax benefit of $317 related primarily to the reversal of~~ uncertain tax position ~~liabilities~~liability asbalance ~~a result~~ of ~~the~~$719 ~~lapse~~and of$809, ~~the applicable statute of limitations offset by the remeasurement of state deferred taxes based on law changes enacted during the period. The effective tax rate for the six months ended August 31~~respectively, ~~2023~~including ~~was~~interest anand ~~income tax benefit of 0~~penalties.6% ~~on pre-tax loss of $24,433.~~ The ~~effective~~unrecognized tax ~~rate~~benefits ~~for~~include ~~the~~amounts ~~six months ended August 31, 2023 differs from the U.S. statutory rate of 21% as a result of a number of factors, primarily~~ related to novarious ~~income tax benefit recorded on current year~~ U.S. ~~and Japanese pre-tax losses given the Company maintains a full valuation allowance~~federal, ~~income taxed in foreign jurisdictions at varying tax rates~~state, ~~nondeductible permanent differences, research~~ and ~~development credits~~local, and ~~adjustments~~foreign ~~to our deferred~~ tax ~~liability related to indefinite lived intangibles~~issues.

At August 31, 2024 and February 29, 2024, the Company had an uncertain tax position liability balance of $721 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.

(15) Inventory

Inventories by major category are as follows:

	August 31,2024		February 29,2024
	November 30,2024		February 29,2024
Raw materials	$	1713,~~522~~859	$	21,527
Work in process		~~577~~466		736
Finished goods		9582,~~154~~091		106,208
Inventory	$	~~113~~96,~~253~~416	$	128,471

(16) Product Warranties and Product Repair Costs

The following table provides a summary of the activity with respect to product warranties and product repair costs. The liability for product warranties is included within Accrued expenses and other current liabilities and was $5,884 and $4,965 at November 30, 2024 and February 29, 2024, respectively, on the Consolidated Balance Sheets. The reserve for product repair costs is recorded as a reduction of Inventory and was $599 and $1,628 at November 30, 2024 and February 29, 2024, respectively, on the Consolidated Balance Sheets.

	Three months endedAugust 31,						Six months endedAugust 31,
	Three months endedNovember 30,						Nine months endedNovember 30,
	2024			2023			2024			2023
Opening balance	$	6,~~622~~351		$	6,~~953~~667		$	6,593		$	6,759
Liabilities for warranties and product repair costs accrued during the period		~~1,023~~979			~~723~~548			23,~~356~~335			2,~~025~~573
Warranty claims settled and product repair costs expended during the period		(~~1,294~~847	)		(~~1,009~~899	)		(23,~~598~~445	)		(23,~~117~~016	)
Ending balance	$	6,~~351~~483		$	6,~~667~~316		$	6,~~351~~483		$	6,~~667~~316

(17) 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~~by the end of Fiscal 2025. During the second quarters of Fiscal 2024 and Fiscal 2025, the Company implemented cost reduction initiatives in order to streamline operations, reduce costs, and align its business in response to market conditions. As a result of these initiatives, the Company incurred restructuring expenses, consisting primarily of employee severance and relocation expenditures, of $~~2,098~~49 and $2,~~329~~378, and $2,008 and $2,067 for the three and six months ended August 31, 2024 and 2023, respectively. For the three and six months ended August 31, 2024, we incurred restructuring charges within the Automotive Electronics segment of $156 and $393, respectively, and within the Consumer Electronics segment of $1,943 and $1,935, respectively. For the three and six months ended August 31, 2023 we incurred restructuring charges within the Automotive Electronics segment of $726 and $785, respectively, as well as $1,077 in the Consumer Electronics segment, $27 in the Biometrics segment, and $177 in Corporate. At August 31, 2024, the balance of restructuring charges not yet settled was $1,375 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.

$101 and $2,168 for the three and nine months ended November 30, 2024 and 2023, respectively. For the three and nine months ended November 30, 2024, we incurred restructuring charges within the Automotive Electronics segment of $49 and $443, respectively, and for the nine months ended November 30, 2024, we incurred restructuring charges of $1,935 within the Consumer Electronics segment. For the three and nine months ended November 30, 2023 we incurred restructuring charges within the Automotive Electronics segment of $101 and $887, respectively, and for the nine months ended November 30, 2023 we incurred restructuring charges of $1,077 in the Consumer Electronics segment, $27 in the Biometrics segment, and $177 in Corporate. At November 30, 2024, the balance of restructuring charges not yet settled was $413 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 by February 28, 2025. Additional restructuring charges related to relocation and cost reductions may be incurred during the remainder of Fiscal 2025.

(18) Financing Arrangements

The Company has the following financing arrangements:

	August 31,2024		February 29,2024
	November 30,2024		February 29,2024
Debt
Domestic credit facility (a)	$	4515,~~832~~000	$	63,843
Florida mortgage (b)		~~5,365~~-		5,615
Euro asset-based lending obligation - VOXX Germany (c)		-		-
Euro asset-based lending obligation (c)		-		-
Shareholder loan payable (d)		3,~~970~~837		3,813
Total debt		5518,~~167~~837		73,271
Less: current portion of long-term debt		43,~~469~~837		500
Long-term debt		5015,~~698~~000		72,771
Less: debt issuance costs		~~683~~522		890
Total long-term debt, net of debt issuance costs	$	5014,~~015~~478	$	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 18(b))~~. The availability under the revolving credit line of the Credit Facility was $6281,~~275~~774 as of ~~August~~November 3130, 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% (76.4373% at ~~August~~November 3130, 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% (98.5075% at ~~August~~November 3130, 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 August 31, 2024, the Company was not in a Compliance Period.

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 November 30, 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 and ~~six~~nine months ended ~~August~~November 3130, 2024 totaled $~~164~~218 and $~~311~~529, respectively, compared to $~~199~~143 and $~~405~~548 during the three and ~~six~~nine months ended ~~August~~November 3130, 2023, respectively. These charges are included within Interest and bank charges on the Unaudited Consolidated Statements of Operations and Comprehensive ~~Income~~ (Loss) Income.

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 ~~Income~~ (Loss) Income over the term of the Credit Facility, which expires on April 19, 2026. During the three and ~~six~~nine months ended ~~August~~November 3130, 2024, the Company amortized $92 and $~~184~~276 of these costs, respectively, as compared to $8992 and $~~176~~268 during the three and ~~six~~nine months ended November 30, 2023, respectively. The net unamortized balance of these deferred financing costs as of November 30, 2024 was $522.

(b)

August 31, 2023, respectively. The net unamortized balance of these deferred financing costs as of August 31, 2024 was $615.

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~~bore interest at 79% of the applicable SOFR Rate plus 1.87% ~~(7.19% at August 31, 2024)~~ and iswas secured by a first mortgage on the property, a collateral assignment of leases and rents and a guaranty by the Company. ~~The~~On ~~financial~~September ~~covenants~~24, of2024, the ~~Florida~~Company ~~Mortgage~~completed ~~are~~the assale ~~defined~~of inits ~~the~~manufacturing ~~Company’s~~facility ~~Credit~~in ~~Facility~~Lake ~~with~~Nona, ~~Wells~~Florida ~~Fargo~~for ~~dated~~a ~~April~~purchase ~~26,~~price ~~2016~~of ~~and~~$20,000. ~~amended~~A inportion ~~April~~of ~~2021~~the ~~and~~net ~~February~~proceeds ~~2023.~~from ~~The~~the ~~Company~~sale iswere inused ~~compliance~~to ~~with~~repay the ~~financial~~remaining ~~covenants~~outstanding balance of the Florida Mortgage, which ~~are~~was ~~as defined in the Company’s Credit Facility with Wells Fargo dated April 26~~$5,323 ~~2016, as amended~~ (see Note 2720).

The Company ~~has~~had deferred financing costs related to the Florida Mortgage and a previous amendment to the loan agreement, which ~~are~~were 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 ~~Income~~ (Loss) Income over the remaining term of the Florida Mortgage. The Company amortized $114 and $2226 of these costs during the three and ~~six~~nine months ended ~~August~~November 3130, 2024, respectively, as compared to $1112 and $2032 during the three and ~~six~~nine months ended ~~August~~November 3130, 2023. ~~The~~Upon ~~net~~the ~~unamortized~~sale of the Company's manufacturing facility and repayment of the Florida Mortgage on September 24, 2024, the remaining balance of these deferred financing costs, astotaling of$64 ~~August~~were ~~31,~~written ~~2024~~off isin ~~$68~~conjunction with the repayment of the loan.

The Company ~~has~~had an interest rate swap agreement to hedge interest rate exposure related to the Florida Mortgage. ~~The~~with ~~swap contract has~~ a set fixed rate equal to 3.43%. ~~(see~~The ~~Note~~swap 6agreement ~~and~~was ~~Note~~terminated ~~27).~~in conjunction with the repayment of the

~~Euro Asset-Based Lending Obligation – VOXX Germany~~24

~~Foreign~~Florida ~~bank~~Mortgage ~~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~~September 3124, 2024. ~~The rate of interest for the ABL is the three-month Euribor plus 3.55%~~ (~~7.04%~~see atNote ~~August 31, 2024~~6).

(c)

Euro Asset-Based Lending Obligation

At February 29, 2024, foreign bank obligations included a Euro Asset-Based Lending ("ABL") credit facility, which had a credit limit of €8,000 and a rate of interest equal to the three-month Euribor plus 3.55%. The Company's subsidiaries, Schwaiger GmbH, Oehlbach Kabel GmbH, and Voxx German Holdings GmbH were authorized to borrow from this credit facility. The ABL credit facility expired on October 31, 2024.

(d)

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 ~~August~~November 3130, 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 3). 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.

in accordance with the joint venture agreement (see Note 3). 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.

(19) Other Income (Expense)

Other income (expense) is comprised of the following:

	Three months endedAugust 31,						Six months endedAugust 31,
	Three months endedNovember 30,						Nine months endedNovember 30,
	2024			2023			2024			2023
Foreign currency gain (loss), net	$	3,204		$	(1,261	)	$	1,353		$	(2,248	)
Foreign currency loss, net	$	(2,415	)	$	(171	)	$	(1,062	)	$	(2,419	)
Interest income		75108			1656			~~171~~279			3389
Rental income		~~262~~258			~~236~~237			~~522~~780			~~465~~702
Miscellaneous		~~301~~(35	)		5734			(75110	)		97131
Total other, net	$	3(2,~~842~~084	)	$	~~(952~~156	)	$	~~1,971~~(113	)	$	(1,~~653~~497	)

Gains and losses included within Foreign currency gain (loss), net, for the three and ~~six~~nine months ended ~~August~~November 3130, 2024 and 2023 were primarily driven by fluctuations 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 net foreign currency ~~gain~~losses ~~(loss)~~ attributable to these re-measurements for the three and ~~six~~nine months ended ~~August~~November 3130, 2024 was $1,~~915~~039 and $~~779~~260, respectively, as compared to $~~(892)~~174 and $(1,~~347)~~521 for the three and ~~six~~nine months ended ~~August~~November 3130, 2023, respectively.

(20)

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. Our leases have remaining lease terms of less than 1 year to 76 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 and ~~six~~nine months ended ~~August~~November 3130, 2024.

On September 24, 2024, the Company executed a sale leaseback transaction, selling its real property in Lake Nona, Florida, consisting of a manufacturing facility and office space, to Aladdin Sane Realty, LLC ("the Purchaser") for $20,000. The net proceeds received from the transaction were approximately $13,600 after transactional costs of approximately $1,100 and repayment of the outstanding mortgage, which was $5,323 on September 24, 2024. The transaction qualified for sale leaseback accounting in accordance with ASC 842, "Leases." Concurrently with the sale, the Company entered into an operating lease arrangement ("lease") with the Purchaser for a small portion of the real property to continue to operate its automotive electronic sales office in Florida, with an initial term of five years. The Company recognized a gain related to the execution of the sale transaction of $7,299 for the three and nine months ended November 30, 2024, which is recorded in Other income (expense) on the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income.

Refer to Note 8 for supplemental cash flow information related to leases.

The components of lease cost for the three and ~~six~~nine months ended ~~August~~November 3130, 2024 and 2023 were as follows:

	Three months endedAugust 31,				Six months endedAugust 31,
	Three months endedNovember 30,				Nine months endedNovember 30,
	2024		2023		2024		2023
Operating lease cost (a) (c)	$	~~318~~391	$	~~338~~335	$	~~631~~1,022	$	~~703~~1,038
Finance lease cost:
Amortization of right of use assets (a)		~~109~~78		~~100~~79		~~218~~296		~~169~~248
Interest on lease liabilities (b)		1817		710		3047		818
Total finance lease cost	$	~~127~~95	$	~~107~~89		~~248~~343	$	~~177~~266

(a)

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

(b)

24Recorded within Interest and bank charges on the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income.

(c)

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

Includes immaterial amounts related to variable rent expense.

Supplemental balance sheet information related to leases is as follows:

	August 31, 2024			February 29, 2024
	November 30, 2024			February 29, 2024
Operating Leases
Operating lease, right of use assets	$	25,~~815~~067		$	2,577
Total operating lease right of use assets	$	25,~~815~~067		$	2,577
Accrued expenses and other current liabilities	$	1,~~017~~398		$	782
Operating lease liabilities, less current portion		13,~~917~~728			1,884
Total operating lease liabilities	$	25,~~934~~126		$	2,666
Finance Leases
Property, plant, and equipment, gross		3,835		$	3,835
Accumulated depreciation		(3,~~081~~159	)		(2,863	)
Total finance lease right of use assets		~~754~~676		$	972
Accrued expenses and other current liabilities	$	~~305~~312		$	349
Finance lease liabilities, less current portion		~~484~~399			644
Total finance lease liabilities	$	~~789~~711		$	993
Weighted Average Remaining Lease Term
Operating leases	4.24 years			4.9 years
Finance leases	2.97 years			3.1 years
Weighted Average Discount Rate
Operating leases		45.7473	%		4.12	%
Finance leases		78.0569	%		8.45	%

~~Maturities of lease liabilities on August 31 of each of the succeeding years are as follows:~~26

	Operating Leases		Finance Leases
2025	$	1,104		366
2026		747		299
2027		381		111
2028		257		111
2029		250		9
Thereafter		431		-
Total lease payments		3,170		896
Less imputed interest		236		107
Total	$	2,934		789

Maturities of lease liabilities on November 30 of each of the succeeding years are as follows:


	Operating Leases		Finance Leases
2025	$	1,636		362
2026		1,260		236
2027		925		111
2028		880		92
2029		736		-
Thereafter		325		-
Total lease payments		5,762		801
Less imputed interest		636		90
Total	$	5,126		711

As of ~~August~~November 3130, 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 ~~August~~November 3130, 2024 and February 29, 2024. Rental income earned by the Company for the three and ~~six~~nine months ended ~~August~~November 3130, 2024 and 2023 was $~~262~~258 and $~~522~~780, respectively, as compared to $~~236~~237 and $~~465~~702, respectively, and is recorded within Other income (expense).

(21) Capital Structure

The Company's capital structure is as follows:

			Shares Authorized				Shares Outstanding
Security	ParValue		~~August~~November 3130, 2024		February 29, 2024		~~August~~November 3130, 2024		February 29, 2024		VotingRights perShare		LiquidationRights
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,~~647~~649,~~196~~703		19,698,562		1	Ratably withClass B
Class B Common Stock	$	0.01		10,000,000		10,000,000		2,260,954		2,260,954		10	Ratably withClass 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 ~~597~~604,~~021~~072 and 577,581 shares subject to possible redemption at ~~August~~November 3130, 2024 and February 29, 2024, respectively (see Note 9).

During the ~~six~~nine months ended ~~August~~November 3130, 2024, the Company repurchased 64,142 shares of Class A common stock, for an aggregate cost of $248. As of ~~August~~November 3130, 2024, 816,911 shares of the Company’s Class A common stock are authorized to be repurchased in the open market.

(22) 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:

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.

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 $69,~~301~~174 as of ~~August~~November 3130, 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, the 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 balance due under the promissory note at ~~August~~November 3130, 2024, including accrued interest, totaled $2,~~323~~424. A payment was received for the ~~second~~third quarterly promissory note installment in the amount of $352 on ~~September~~December 331, 2024.

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 13). 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 Distribution 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, was 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.

formation of the joint venture and execution of the JV Agreement, the Distribution Agreement was terminated. The put option established by the Distribution 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, was 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. On November 1, 2024, GalvanEyes was acquired by Gentex, the largest shareholder of Voxx's Class A Common Stock. Steven Downing, CEO of Gentex, also serves as a member of Voxx's Board of Directors.

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 ~~August~~November 3130, 2024 and February 29, 2024:

	August 31,2024			February 29,2024
	November 30,2024			February 29,2024
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	483		$	-
Accounts receivable, net		~~(25~~-	)		64
Inventory, net		-			1,839
Due from GalvanEyes LLC, current		-			1,238
Prepaid expenses and other current assets		-			58
Total current assets		~~(21~~83	)		3,199
Equity investment		1,~~625~~147			-
Property, plant and equipment, net		-			4
Intangible assets, net		-			1,514
Due from GalvanEyes LLC, less current portion		-			1,340
Other assets		-			5
Total assets	$	1,~~604~~230		$	6,062
Liabilities and Partners' Deficit
Current liabilities:
Accounts payable	$	~~769~~630		$	759
Interest payable to VOXX		17,~~416~~853			16,525
Accrued expenses and other current liabilities		~~107~~127			287
Due to VOXX		69,~~301~~174			69,377
Total current liabilities		87,~~593~~784			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,~~793~~984			97,965
Commitments and contingencies
Partners' deficit:
Capital		48,~~496~~808			41,416
Retained losses		(~~135~~136,~~685~~562	)		(133,319	)
Total partners' deficit		(87,~~189~~754	)		(91,903	)
Total liabilities and partners' deficit	$	1,~~604~~230		$	6,062

2829

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 ~~Income~~ (Loss) Income for the three and ~~six~~nine months ended ~~August~~November 3130, 2024 and 2023:

	For the three monthsended August 31,						For the six monthsended August 31,
	For the three monthsended November 30,						For the nine monthsended November 30,
	2024			2023			2024			2023
Net sales		-		$	~~210~~91		$	8		$	~~310~~401
Cost of sales		~~139~~1			~~153~~90			~~139~~140			~~205~~295
Gross profit		(~~139~~1	)		571			(~~131~~132	)		~~105~~106
Operating expenses:
Selling		~~(10~~-	)		2888			(9	)		~~217~~305
General and administrative		(4-	)		~~449~~399			33			~~888~~1,260
Engineering and technical support		(6-	)		~~563~~385			(19	)		1,~~221~~606
Total operating expenses		(20	)		1,040			5			2,326
Restructuring expenses		-			-			-			27
Operating loss		(119	)		(983	)		(136	)		(2,221	)
Total operating expenses		-			872			5			3,198
Operating loss		(1	)		(871	)		(137	)		(3,092	)
Other expense:
Interest and bank charges		(~~448~~439	)		(~~433~~435	)		(~~899~~1,338	)		(~~861~~1,296	)
Equity in loss of equity investee		(~~601~~478	)		-47			(1,~~365~~843	)		-
Other, net		~~397~~41			-			3475			-47
Total other expense, net		(~~652~~876	)		(~~433~~388	)		(23,~~230~~106	)		(~~861~~1,249	)
Loss before income taxes		(~~771~~877	)		(1,~~416~~259	)		(23,~~366~~243	)		(34,~~082~~341	)
Income tax expense		-			-			-			-
Net loss	$	(~~771~~877	)	$	(1,~~416~~259	)	$	(23,~~366~~243	)	$	(34,~~082~~341	)

(23) 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; karaoke products; home electronic accessories such as cabling, power cords, and other connectivity products; performance enhancing electronics; 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 13) 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, 30

29The 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.

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:

	AutomotiveElectronics			ConsumerElectronics			Biometrics (a)			Corporate/Eliminations			Total
Three Months Ended August 31, 2024
Three Months Ended November 30, 2024
Net sales	$	2631,~~381~~716		$	6673,~~058~~368			-		$	4991		$	92105,~~488~~175
Equity in income of equity investees (a)		801			-			(601	)		-			200
Equity in income (loss) of equity investees (b)		860			-			(478	)		-			382
Interest expense and bank charges		~~359~~358			1,~~677~~036			~~448~~439			(~~511~~478	)		1,~~973~~355
Depreciation and amortization expense		~~746~~740			1,~~475~~408			-			~~644~~562			2,~~865~~710
(Loss) income before income taxes (a) (b)		(1,812	)		5,933			(770	)		41			3,392
Loss before income taxes (a) (b) (c)		(14,846	)		(34,018	)		(878	)		(232	)		(49,974	)
Three Months Ended August 31, 2023
Three Months Ended November 30, 2023
Net sales	$	35,~~417~~920		$	7899,~~044~~995		$	~~209~~92		$	(28747	)	$	~~113~~135,~~642~~260
Equity in income of equity investees		1,~~241~~101			-			-			-			1,~~241~~101
Interest expense and bank charges		~~493~~440			21,~~002~~925			~~433~~435			(~~1,355~~908	)		1,~~573~~892
Depreciation and amortization expense		~~818~~773			1,~~491~~466			70			~~866~~644			32,~~245~~953
Loss before income taxes		(622	)		(3,208	)		(1,416	)		(6,161	)		(11,407	)
Income (loss) before income taxes		299			5,903			(1,259	)		(4,063	)		880
Six Months Ended August 31, 2024
Nine Months Ended November 30, 2024
Net sales	$	5485,~~066~~782		$	~~129~~203,~~976~~344		$	8		$	99190		$	~~184~~289,~~149~~324
Equity in income (loss) of equity investees (a)		1,916			-			(1,365	)		-			551
Equity in income (loss) of equity investees (b)		2,776			-			(1,843	)		-			933
Interest expense and bank charges		~~770~~1,128			34,~~494~~530			~~899~~1,338			(1,~~052~~530	)		45,~~111~~466
Depreciation and amortization expense		12,~~489~~229			24,~~946~~354			-			1,~~294~~856			58,~~729~~439
(Loss) income before income taxes (a) (b)		(3,628	)		4,609			(2,365	)		(5,995	)		(7,379	)
Loss before income taxes (a) (b) (c) (d)		(18,474	)		(29,409	)		(3,243	)		(6,227	)		(57,353	)
Six Months Ended August 31, 2023
Nine Months Ended November 30, 2023
Net sales	$	73109,~~829~~749		$	~~151~~251,~~374~~369		$	~~309~~401		$	56(691	)	$	~~225~~360,~~568~~828
Equity in income of equity investees		23,~~857~~958			-			-			-			23,~~857~~958
Interest expense and bank charges		1,~~044~~484			45,~~066~~991			~~861~~1,296			(23,~~852~~760	)		35,~~119~~011
Depreciation and amortization expense		12,~~698~~471			24,~~954~~420			~~140~~210			12,~~700~~344			69,~~492~~445
Loss before income taxes		(1,~~900~~601	)		(61,~~967~~064	)		(34,~~082~~341	)		(1216,~~484~~547	)		(2423,~~433~~553	)

(a) OnIncluded ~~March~~in 1Loss before income taxes within the Automotive Electronics and Consumer Electronics segments for the three and nine months ended November 30, 2024, ~~the~~are ~~Company's~~impairment ~~majority~~charges ~~owned~~of ~~subsidiary~~$1,452 ~~EyeLock~~and ~~LLC~~$26,719, ~~contributed~~respectively, ~~assets~~related to goodwill, ~~including~~and ~~inventory~~$7,436 and ~~intangible~~$7,381, ~~assets~~respectively, related to adefinite-lived ~~newly~~intangible ~~formed~~assets. ~~joint~~Also ~~venture,~~included ~~BioCenturion~~in ~~LLC,~~Loss ~~which~~before ~~will~~income ~~operate~~taxes awithin ~~Biometrics~~the ~~business.~~Consumer ~~For~~Electronics segment for the three and ~~six~~nine months ended ~~August~~November 3130, 2024, ~~the~~is ~~Company~~an ~~accounted~~impairment ~~for~~charge ~~its~~of ~~investment~~$1,276 inrelated ~~BioCenturion~~to ~~LLC~~indefinite-lived asintangible ~~an equity method investment (see Note 12)~~assets.

(b) ~~Included~~On inMarch ~~Income~~1, ~~before~~2024, ~~taxes~~the ~~within~~Company's ~~the~~majority ~~Consumer~~owned ~~Electronics~~subsidiary, ~~segment~~EyeLock ~~for~~LLC, ~~the~~contributed ~~three~~assets, including inventory and ~~six~~intangible ~~months~~assets, ~~ended~~to ~~August~~a ~~31,~~newly ~~2024~~formed isjoint aventure, ~~gain~~BioCenturion onLLC, ~~the~~which ~~sale~~will ofoperate a Biometrics business. inFor the ~~amount~~three ofand ~~$8,300~~nine ~~and~~months aended ~~gain~~November on30, 2024, the ~~sale~~Company ofaccounted ~~assets~~for its investment in ~~the~~BioCenturion ~~amount~~LLC ofas ~~$2,154~~an equity method investment (see Note 213).

(c) Included in Loss before income taxes within Corporate/Eliminations for the three and nine months ended November 30, 2024 is a gain on the sale of assets in the amount of $7,299 representing the sale of the Company's manufacturing facility in Lake Nona, FL (see Note 20).

(d) Included in Loss before income taxes within the Consumer Electronics segment for the nine months ended November 30, 2024 is a gain on the sale of a business in the amount of $8,300 and a gain on the sale of assets in the amount of $2,154 (see Note 2).

(24) 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 products. Our consumer electronic products are primarily comprised of finished goods sold to retail and commercial customers, consisting of premium audio products and other consumer electronic products. Our automotive electronic products, some of which are manufactured by the Company, are sold both to OEM and aftermarket customers. 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 and ~~six~~nine months ended ~~August~~November 3130, 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 ~~Income~~ (Loss) Income. As of ~~August~~November 3130, 2024 and February 29, 2024, the balance of the return asset was $~~995~~754 and $1,683, respectively, and the balance of the refund liability was $1,~~769~~414 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. The decline in the balances of both the return asset and refund liability is primarily a result of the sale of the Company's Voxx Accessories Corp. subsidiary on August 30, 2024 (see Note 2).

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 $3,836 at August 31, 2024 related to telematic subscription services. The following table provides a reconciliation of the Company’s contract liabilities as of August 31, 2024:

Balance at February 29, 2024	$	4,419
Subscription payments received		2,777
Revenue recognized		(3,360	)
Balance at August 31, 2024	$	3,836

~~$3,265~~current ofand ~~the~~non-current contract liability ~~balance~~balances totaling $3,597 at ~~August~~November 3130, 2024 ~~will~~related beto ~~recognized~~telematic ~~during~~subscription ~~the next twelve months~~services. The ~~Company~~following ~~had~~table noprovides ~~contract~~a ~~asset~~reconciliation ~~balances~~of atthe ~~August~~Company’s ~~31,~~contract ~~2024~~liabilities oras ~~February~~of 29November 30, 2024.:



Balance at February 29, 2024	$	4,419
Subscription payments received		4,178
Revenue recognized		(5,000	)
Balance at November 30, 2024	$	3,597

Contract liabilities totaling $2,903 at February 29, 2024 were recognized as revenue during the nine months ended November 30, 2024. $3,043 of the contract liability balance at November 30, 2024 will be recognized during the next twelve months. The Company had no contract asset balances at November 30, 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 and ~~six~~nine months ended ~~August~~November 3130, 2024 and 2023:

Three months endedAugust 31,

Six months endedAugust 31,

Three months endedNovember 30,

Nine months endedNovember 30,

2024

2023

2024

2023

Automotive Electronics Segment

OEM Products

119,~~013~~927

1610,~~252~~000

2333,~~852~~779

3646,535

Aftermarket Products

1521,~~368~~789

1925,~~165~~920

3052,~~214~~003

3763,~~294~~214

Total Automotive Segment

2631,~~381~~716

35,~~417~~920

5485,~~066~~782

73109,~~829~~749

Consumer Electronics Segment

Premium Audio Products

4965,~~926~~548

5379,~~199~~874

98163,~~308~~856

~~100~~180,~~803~~677

Other Consumer Electronic Products

167,~~132~~820

2420,~~845~~121

3139,~~668~~488

5070,~~571~~692

Total Consumer Electronics Segment

6673,~~058~~368

7899,~~044~~995

~~129~~203,~~976~~344

~~151~~251,~~374~~369

Biometrics Segment

Biometric Products (a)

~~209~~92

~~309~~401

Total Biometrics Segment

~~209~~92

~~309~~401

Corporate/Eliminations

4991

(28747

)

99190

56(691

)

Total Net Sales

92105,~~488~~175

~~113~~135,~~642~~260

~~184~~289,~~149~~324

~~225~~360,~~568~~828

(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~~which will operate a Biometrics business. For the three and ~~six~~nine months ended ~~August~~November 3130, 2024, the Company accounted for its investment in BioCenturion LLC as an equity method investment (see Note 13).

(25) 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.

(26) New Accounting Pronouncements

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~~adoption isof ~~currently~~this ~~evaluating~~ASU ~~the~~did ~~impact~~not ~~this~~have ~~update~~a ~~may~~material ~~have~~impact on ~~its~~the Company's 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.

32In 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 does not expect the adoption ASU No. 2023-07 to have a material impact on its financial statements and related disclosures.

~~the~~In ~~requirements~~December in2023, the FASB ~~Accounting~~issued ~~Standard~~ASU ~~Codification~~No. ~~with~~2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The new guidance is intended to enhance the ~~SEC’s~~transparency ~~regulations~~and decision usefulness of income tax disclosures. The amendments ~~are~~in ~~effective~~the ~~prospectively~~ASU onaddress investor requests for enhanced income tax information primarily through changes to the ~~date~~rate ~~each~~reconciliation ~~individual~~and income taxes paid information. The amendment is ~~effectively~~effective ~~removed~~retrospectively ~~from~~for ~~Regulation~~fiscal ~~S-X~~years orbeginning ~~Regulation~~after ~~S-K~~December 15, 2024, on a prospective basis, with early adoption permitted. The Company is in the process of evaluating the impact that the adoption ofASU ~~this~~No. ~~ASU~~2023-09 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 November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." Additionally, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of ASU No. 2024-03. The new guidance is intended to improve disclosures about a public business entity's expenses by enhancing specified information about certain costs and expenses at each interim and annual reporting period so that investors can better understand an entity’s overall performance, including its cost structure, and assess potential future cash flows. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 31, 2027, on a retrospective or prospective basis, with early adoption permitted. The Company is in the process of evaluating the impact that the adoption ASU No. 2024-03 will have on the financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-04, "Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments." The new guidance clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt. The new standard is effective for fiscal years beginning after December 31, 2025 and interim periods within those annual periods. Early adoption is permitted. The Company is in the process of evaluating the impact that the adoption ASU No. 2024-04 will have on the financial statements and related disclosures.

(27) Subsequent Event

On ~~September~~December 2417, 2024, the Company ~~completed~~entered ~~the~~into ~~sale~~an Agreement and Plan of ~~its~~Merger ~~manufacturing~~(the ~~facility~~"Merger inAgreement") ~~Lake~~with ~~Nona~~Gentex Corporation ("Gentex"), ~~Florida~~and Instrument Merger Sub, Inc., a wholly owned subsidiary of Gentex ("Merger Sub"). On the terms and subject to ~~Aladdin~~the ~~Sane~~conditions ~~Realty~~of the Merger Agreement, ~~LLC~~Merger Sub will merge with and into the Company (the "~~buyer~~Merger"), ~~for~~with the Company continuing as the surviving corporation and a ~~purchase~~wholly ~~price~~owned subsidiary of ~~$20,000~~Gentex. ~~Net~~In ~~proceeds~~the ~~from~~Merger, ~~the~~each ~~sale~~share ~~were~~of ~~used~~Class toA ~~repay~~Common Stock and Class B Common Stock of the ~~remaining~~Company (together, the "Company Common Stock") issued and outstanding ~~balance~~immediately prior to the effective time of the Merger (other than (i) shares owned by Gentex, Merger Sub, the Company's, ~~Florida~~or ~~Mortgage~~any of their respective subsidiaries, which will be cancelled and ~~the~~will ~~related~~cease ~~interest~~to ~~rate~~exist, ~~swap~~and ~~was~~no ~~terminated~~consideration onwill ~~this~~be ~~date~~payable therefor, and (~~see~~ii) ~~Note~~shares 6that were not voted in favor of the adoption of the Merger Agreement and ~~Note~~for ~~18(b~~which the holder properly exercised appraisal rights in accordance with the Delaware General Corporation Law in respect of such shares)) will be cancelled and converted into the right to receive cash in the amount of $7.50 ~~The~~per share, without interest, less any required withholding taxes. Restricted stock units of the Company ~~will~~(“Company ~~lease~~RSUs”) ~~approximately~~outstanding ~~18,000~~immediately ~~square~~before ~~feet~~the effective time of ~~office~~the ~~and~~Merger ~~warehouse~~will ~~space~~automatically vest in ~~the~~full, ~~building~~be ~~from~~cancelled and converted into the ~~buyer~~right ~~for~~to receive a ~~period~~cash payment equal to the product of ~~five~~(i) ~~years~~the number of shares of Company Common Stock underlying such Company RSU multiplied by (ii) $7.50, less applicable withholding taxes.

33The respective obligations of the Company, Gentex and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including the approval of the Merger Agreement by our stockholders, the absence of any legal prohibitions against the Merger by a governmental authority of competent jurisdiction and the accuracy of the representations and warranties of the parties set forth in the Merger Agreement, subject in most cases to “material adverse effect” qualifications. Additionally, each of the parties shall have performed in all material respects all obligations required to be performed by such party. Stockholder approval of the Merger Agreement requires approval by holders of (i) a majority of the voting power of the outstanding shares of Company Common Stock present (in person or by proxy) and (ii) at least two-thirds of the voting power of the outstanding shares of the Company Common Stock not owned by Gentex or any affiliate of Gentex.

Concurrently with the execution and delivery of the Merger Agreement, two limited liability companies affiliated with John Shalam, Chairman Emeritus of the Company's Board of Directors, and Ari Shalam, Chairman of the Company's Board of Directors, Shalvoxx A Holdco LLC and Shalvoxx B Holdco LLC, entered into a Voting and Support Agreement with Gentex (“Voting Agreement”) with respect to the shares of Company Common Stock held by such entities. Ari Shalam and certain family members of John and Ari Shalam, as stockholders, entered into the Voting Agreement with respect to shares of Company Common Stock owned of record by them. Shalvoxx A Holdco LLC, Shalvoxx B Holdco LLC, Ari Shalam and the other family members of John and Ari Shalam who are party to the Voting Agreement are hereafter referred to as the "Supporting Stockholders." In the aggregate, the Supporting Stockholders own approximately 57% of the voting power of the outstanding Company Common Stock.

The transaction is expected to close during the first six months of calendar year 2025.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain information in this Quarterly Report on Form 10-Q ~~would~~constitutes ~~constitute~~ forward-looking statements, including, but not limited to, information relating to the future performance and financial condition of the Company, the impact of certain macroeconomic events on our results of operations, the plans and objectives of the Company’s management, the successful completion of the Merger (as defined below), and the Company’s assumptions regarding such performance and plans that are forward-looking in nature and involve certain risks and uncertainties. Actual results could differ materially from such forward-looking information and could be exacerbated by supply chain issues and chip shortages, increasing interest rates, and any deterioration of the global business and economic environment as a result of these and other factors. The foregoing list of items that could impact our results is not exhaustive. Readers are advised to carefully also consider risks and uncertainties that affect the Company’s businesses described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2024, filed with the SEC on May 14, 2024, the “Risk Factor” section of this Quarterly Report on Form 10-Q and other reports and documents filed from time to time with the SEC.

We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") with an overview of the business. This is followed by a discussion of the Critical Accounting Policies and Estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. In the next section, we discuss our results of operations for the three and ~~six~~nine months ended ~~August~~November 3130, 2024 compared to the three and ~~six~~nine months ended ~~August~~November 3130, 2023. Next, we present EBITDA and Adjusted EBITDA attributable to Voxx for the three and ~~six~~nine months ended ~~August~~November 3130, 2024 compared to the three and ~~six~~nine months ended ~~August~~November 3130, 2023, in order to provide a useful and appropriate supplemental measure of our performance. We then provide an analysis of changes in our balance sheets and cash flows and discuss our material cash requirements in the sections entitled "Liquidity and Capital Resources." We conclude this MD&A with a discussion of "Related Party Transactions" and "Recent Accounting Pronouncements."

Unless specifically indicated otherwise, all amounts presented in our MD&A below are in thousands, except share and per share data.

Business Overview

VOXX International Corporation ("Voxx," "We," "Our," "Us," or the "Company") is a leading international manufacturer and distributor in the Automotive Electronics, Consumer Electronics, and Biometrics industries. The Company has widely diversified interests, with more than 30 global brands that it has acquired and grown throughout the years, achieving a powerful international corporate image, and creating a vehicle for each of these respective brands to emerge with its own identity. We conduct our business through sixteen wholly-owned subsidiaries: Audiovox Atlanta Corp., VOXX Electronics Corporation, Voxx Hong Kong Ltd., Voxx Consumer Electronics Hong Kong, Ltd., Audiovox International Corp., Code Systems, Inc., Oehlbach Kabel GmbH ("Oehlbach"), Schwaiger GmbH ("Schwaiger"), Invision Automotive Systems, Inc. ("Invision"), Premium Audio Company LLC ("PAC," which includes Klipsch Group, Inc., 11 Trading Company LLC, Premium Audio Company EMEA B.V., Premium Audio Company France S.A.R.L., Premium Audio Company Germany GmbH, and Premium Audio Company Pty LtLtd.), Omega Research and Development Technology LLC ("Omega"), Voxx Automotive Corp., Audiovox Websales LLC, VSM-Rostra LLC (“VSM”), Directed by Voxx LLC, and Directed by Voxx Canada Ltd. (collectively, with Directed by Voxx LLC, “DEI”), as well as majority owned subsidiaries, EyeLock LLC ("EyeLock") and Onkyo Technology KK n/k/a Premium Audio Company Technology Center K.K. (“Onkyo”). We market our products under the Audiovox® brand name and other brand names and licensed brands, such as Advent®, Avital®, CarLink®, Clifford®, Code-Alarm®, Crimestopper™, Directed®, Heco®, Integra®, Invision®, Jensen®, Klipsch®, Mac Audio®, Magnat®, ~~myris®,~~ Oehlbach®, Omega®, Onkyo®, Prestige®, Python®, Rosen®, Rostra®, Schwaiger®, Smart Start®, Vehicle Safety Manufacturing®, and Viper®, as well as private labels through a large domestic and international distribution network. We also function as an OEM ("Original Equipment Manufacturer") supplier to several customers, as well as market a number of products under exclusive distribution agreements, such as SiriusXM satellite radio products.

Macroeconomic Factors

General economic and political conditions such as recessions; interest rates; fuel prices; inflation; foreign currency fluctuations; international tariffs; social, political, and economic risks; ~~and~~ acts of war or terrorism (including, for example, the ongoing military conflict between Ukraine and Russia and the economic sanctions related thereto, and the conflict between Israel and Palestine), ~~have added uncertainty in timing of customer purchases~~ and ~~supply~~the ~~chain~~pending ~~constraints.~~change ~~These~~in ~~headwinds~~administration ~~are~~as ~~also negatively impacting our customers' operations and financial performance. As~~ a result, ~~demand for many~~ of ~~our products has declined year over year as our customers are exercising caution and adapting to~~ the ~~current~~2024 ~~macro-economic~~United ~~headwinds.~~States ~~During~~presidential ~~Fiscal 2024~~election, ~~supply~~have ~~chain~~added ~~challenges~~uncertainty ~~continued to affect the Company's material and shipping costs, resulting~~ in ~~shipping delays, and negatively impacted its gross margins. The Company has, and continues to take actions to mitigate these headwinds, as well~~

3436

timing of customer purchases and supply chain constraints. These headwinds are also negatively impacting our customers' operations and financial performance. As a result, demand for many of our products has declined year over year as our customers are exercising caution and adapting to the current macro-economic headwinds. During Fiscal 2024, supply chain challenges continued to affect the Company's material and shipping costs, resulting in shipping delays, and negatively impacted its gross margins. The Company has, and continues to take actions to mitigate these headwinds, as well as manage the business during a period of sales downturns, including the implementation of price increases and certain supply chain improvements, such as relocating its OEM manufacturing operations to Mexico, entering into a joint venture to operate the biometrics business, and the strategic divestiture of certain assets of the Company in order to streamline operations and focus on improving profitability. The Company also continues to introduce new products across its segments and focus on driving operational improvements, discipline, and efficiencies through cost cutting measures and headcount reductions that were implemented during Fiscal 2024 and Fiscal 2025 while the Company navigates these current business challenges and near-term economic uncertainty.

As announced on August 27, 2024, coincident with the aforementioned activities, the Company ~~has~~began ~~begun~~ conducting the exploration of strategic alternatives in connection with its ongoing efforts to maximize shareholder value including, among other things, a potential sale of the Company, a sale of segments, operational improvements or other strategic transactions. Per its fiduciary responsibilities and to support its evaluation process, the ~~VOXX~~Company's ~~board~~Board ~~has~~of Directors established a ~~strategic~~Strategic ~~transactions~~Transaction ~~committee~~Committee which ~~has~~ retained Solomon Partners as financial advisor and Bryan Cave Leighton Paisner LLP as legal advisor. There can be no assurance that this process will result in VOXX pursuing a particular transaction or other strategic outcome. VOXX has not set a timetable for completion of this process, and it does not intend to disclose further developments unless and until it determines that further disclosure is appropriate or necessary.

On December 17, 2024, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gentex Corporation ("Gentex"), and Instrument Merger Sub, Inc., a wholly owned subsidiary of Gentex ("Merger Sub"). On the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Gentex. In the Merger, each share of Class A Common Stock and Class B Common Stock of the Company (together, the "Company Common Stock") issued and outstanding immediately prior to the effective time of the Merger (other than (i) shares owned by Gentex, Merger Sub, the Company, or any of their respective subsidiaries, which will be cancelled and will cease to exist, and no consideration will be payable therefor, and (ii) shares that were not voted in favor of the adoption of the Merger Agreement and for which the holder properly exercised appraisal rights in accordance with the Delaware General Corporation Law in respect of such shares) will be cancelled and converted into the right to receive cash in the amount of $7.50 per share, without interest, less any required withholding taxes. Restricted stock units of the Company (“Company RSUs”) outstanding immediately before the effective time of the Merger will automatically vest in full, be cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of Company Common Stock underlying such Company RSU multiplied by (ii) $7.50, less applicable withholding taxes.

The respective obligations of the Company, Gentex and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including the approval of the Merger Agreement by our stockholders, receipt of regulatory approvals, including the absence of any legal prohibitions against the Merger by a governmental authority of competent jurisdiction and the accuracy of the representations and warranties of the parties set forth in the Merger Agreement, subject in most cases to “material adverse effect” qualifications. Additionally, each of the parties shall have performed in all material respects all obligations required to be performed by such party. Stockholder approval of the Merger Agreement requires approval by holders of (i) a majority of the voting power of the outstanding shares of Company Common Stock present (in person or by proxy) and (ii) at least two-thirds of the voting power of the outstanding shares of the Company Common Stock not owned by Gentex or any affiliate of Gentex. The transaction is expected to close during the first quarter of calendar year 2025.

The Company continues to focus on cash flow and anticipates having sufficient resources to operate for the coming twelve-month period.

Nasdaq Delisting Notification

Reportable Segments

The Company operates in three reportable segments based on our products, investments, and internal organizational structure. The operating segments consist of Automotive Electronics, Consumer Electronics, and Biometrics. See Note 23 to the Company's Consolidated Financial Statements for segment information.

Products included in these segments are as follows:

Automotive Electronic products include:

▪

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.

Consumer Electronic products include:

▪

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;

▪

karaoke products;

▪

home electronic accessories such as cabling, power cords, and other connectivity products;

▪

performance enhancing electronics;

▪

power supply systems and charging products;

▪

electronic equipment cleaning products;

▪

set-top boxes; and

▪

home and portable stereos.

Biometric products sold by the Company's equity investee, BioCenturion LLC include:

▪

iris and face identification products, and

▪

biometric security related products.

We believe our segments have expanding market opportunities with certain levels of volatility related to domestic and international markets, new car sales, increased competition by manufacturers, private labels, technological advancements, discretionary consumer spending and general economic conditions. All of our products are subject to price fluctuations which could affect the carrying value of inventories and gross margins in the future. Macroeconomic factors, such as fluctuations in interest rates, fuel prices, and foreign currency, as well as inflation have been pressured as a result of factors including supply chain shortages and international wars and conflicts, and have created a challenging demand environment in some of our markets, the duration and severity of which we are unable to predict.

Our objective is to continue to grow our business by acquiring new brands, embracing new technologies, expanding product development, and applying this to a continued stream of new products that should increase gross margins and improve operating income. In addition, it is our intention to continue to acquire synergistic companies that would allow us to leverage our overhead, penetrate new markets and expand existing product categories through our business channels. Notwithstanding the above, if the appropriate opportunity arises, the Company will explore the potential divestiture of a product line or business. See also "The Company's Actions to Macroeconomic Factors."

Acquisitions and Dispositions

The Company did not enter into any acquisition transactions during the ~~six~~nine months ended ~~August~~November 3130, 2024 or 2023.

On August 30, 2024, the Company's wholly owned subsidiary, VOXX Accessories Corp. ("VAC"), completed the sale of certain assets of its domestic accessories business ("the Disposal Group"), consisting of intangible assets and inventory, to Talisman Brands Inc., dba Established Inc. (“Established" or the "Buyer”) for total consideration of $24,542, net of selling expenses. The Company recognized a gain in the amount of $8,300 on the sale of the Disposal Group for the ~~three~~nine ~~and six~~ months ended ~~August~~November 3130, 2024 (see Note 2). The proceeds from the sale ~~will~~were be used by the Company to repay outstanding debt.

36On August 15, 2024, the Company's wholly owned subsidiary, Premium Audio Company, LLC ("PAC"), completed the sale of certain trade names and related inventory, to Jamo Holding Limited and Cinemaster Shanghai Ltd. for total consideration of $3,410. The Company recognized a gain of $2,154 on the sale of these assets for the nine months ended November 30, 2024 (see Note 2). The proceeds from the sale were used by the Company to repay outstanding debt.

On August 15, 2024, the Company's wholly owned subsidiary, Premium Audio Company, LLC ("PAC"), completed the sale of certain trade names and related inventory, to Jamo Holding Limited and Cinemaster Shanghai Ltd. for total consideration of $3,410. The Company recognized a gain of $2,154 on the sale of these assets for the three and six months ended August 31, 2024 (see Note 2). The proceeds from the sale were used by the Company to repay outstanding debt.

On March 1, 2024, the Company's subsidiary, EyeLock LLC, contributed certain assets to a newly formed joint venture, BioCenturion LLC. The contribution of these assets represented a disposition of a business (see Note 13).

Critical Accounting Policies and Estimates

The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses reported in those financial statements. These judgments can be subjective and complex, and consequently, actual results could differ from those estimates. Our most critical accounting policies and estimates relate to revenue recognition; accrued sales incentives; expected credit losses on accounts receivable; inventory valuation; valuation of long-lived assets; valuation and impairment assessment of goodwill, trademarks, and other intangible assets; warranties; recoverability of deferred tax assets; and the reserve for uncertain tax positions at the date of the consolidated financial statements. A summary of the Company's critical accounting policies is identified in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company's Form 10-K for the fiscal year ended February 29, 2024.

Continued negative trends in the business, as well as the narrow differences between fair value and carrying value of the Klipsch and Onkyo reporting units and certain indefinite-lived intangible assets, may result in an impairment charge related to goodwill or indefinite-lived intangible assets in the future. Several factors could result in future impairments, including, but not limited to deterioration in macro-economic conditions (including a recession, continued inflation, rising interest rates and foreign currency exchange rates), changes in customer preferences and trends, increased competition, and deterioration in the performance of our business or product lines. It is possible that the changes in numerous estimates associated with management judgments, assumptions and estimates made in assessing the fair value of our goodwill and indefinite-lived intangible assets, could result in a future impairment charge which may be significant.39

Continued negative trends in the business, as well as the narrow differences between fair value and carrying value of the Klipsch and DEI reporting units and Klipsch's indefinite-lived intangible asset, may result in an impairment charge related to the goodwill or indefinite-lived intangible asset in the future. Several factors could result in future impairments, including, but not limited to deterioration in macro-economic conditions (including a recession, continued inflation, rising interest rates and foreign currency exchange rates), changes in customer preferences and trends, increased competition, and deterioration in the performance of our business or product lines. It is possible that the changes in numerous estimates associated with management judgments, assumptions and estimates made in assessing the fair value of our goodwill and indefinite-lived intangible asset, could result in a future impairment charge which may be significant.

Results of Operations

As you read this discussion and analysis, refer to the accompanying Unaudited Consolidated Statements of Operations and Comprehensive ~~Income~~ (Loss) Income, which present the results of our operations for the three and ~~six~~nine months ended ~~August~~November 3130, 2024 and 2023.

The following tables set forth, for the periods indicated, certain statements of operations data for the three and ~~six~~nine months ended ~~August~~November 3130, 2024 and 2023.

Net Sales

	August 31,
	November 30,
	2024		2023			$ Change			% Change
Three Months Ended
Automotive Electronics	$	2631,~~381~~716	$	35,~~417~~920		$	(94,~~036~~204	)		(2511.57	)%
Consumer Electronics		6673,~~058~~368		7899,~~044~~995			(1126,~~986~~627	)		(1526.46	)%
Biometrics		—-		~~209~~92			(~~209~~92	)		(100.0	)%
Corporate/Eliminations		4991		(28747	)		77838			~~(275~~112.02	)%
Total net sales	$	92105,~~488~~175	$	~~113~~135,~~642~~260		$	(2130,~~154~~085	)		(1822.62	)%
Six Months Ended
Nine Months Ended
Automotive Electronics	$	5485,~~066~~782	$	73109,~~829~~749		$	(1923,~~763~~967	)		(2621.8	)%
Consumer Electronics		~~129~~203,~~976~~344		~~151~~251,~~374~~369			(2148,~~398~~025	)		(1419.1	)%
Biometrics		8		~~309~~401			(~~301~~393	)		(9798.40	)%
Corporate/Eliminations		99190		56(691	)		43881			76127.85	%
Total net sales	$	~~184~~289,~~149~~324	$	~~225~~360,~~568~~828		$	(4171,~~419~~504	)		(1819.48	)%

Automotive Electronics sales represented 2830.52% of our net sales for the three months ended ~~August~~November 3130, 2024, compared to 3126.26% in the prior year period and decreased $94,~~036~~204 for the three months ended ~~August~~November 3130, 2024, as compared to the three months ended November 30, 2023. The primary driver of this decrease was the decline in sales of aftermarket security and remote start products of approximately $2,900 for the three months ended November 30, 2024 due to factors including a slow start to the remote start season as a result of mild weather, slower consumer spending due to economic concerns, and the discontinuation of certain product lines. Sales of OEM rear seat entertainment products also decreased approximately $1,700 for the three months ended November 30, 2024, due primarily to volume reductions in existing customer programs and the termination of one customer program that was in place during the prior year. Satellite radio product sales decreased approximately $700, as customers have kept their inventory lean as a result of consumer spending declines amid current economic concerns, as well as due to the continued decline in demand, as most new vehicles come equipped with this product. Additionally, sales of aftermarket safety products declined approximately $500 for the three months ended November 30, 2024 as a result of decreased consumer spending amid current economic concerns and low vehicle inventory. Finally, sales of aftermarket rear seat entertainment products declined approximately $400, as a result of inflated vehicle pricing and high interest rates, which continue to result in lower consumer spending on vehicles. As an offset to these declines, OEM safety product sales increased approximately $1,500 during the three months ended November 30, 2024, due to new product launches during the current fiscal year that were not present during the prior year period. Additionally, sales of aftermarket accessory products increased approximately $200 due to new leather seat kit product offerings that began during the first quarter of Fiscal 2025.

37Automotive Electronics sales represented 29.6% of our net sales for the nine months ended November 30, 2024, compared to 30.4% in the prior year period and decreased $23,967 for the nine months ended November 30, 2024, as compared to the nine

August 31, 2023. The primary driver of this decrease was the decline in sales of OEM rear seat entertainment products of approximately $4,600 for the three months ended August 31, 2024, due to factors including volume reductions in existing customer programs and the termination of one customer program that was in place during the prior year. Sales of OEM remote start products also declined approximately $1,100 for the three months ended August 31, 2024 as a result of a temporary halt to one customer program due to software issues, and was offset by higher sales generated from the launch of a new customer program that began in the second half of the prior fiscal year. Satellite radio product sales decreased approximately $900 for the three months ended August 31, 2024, as suppliers have kept their inventory lean as a result of consumer spending declines amid current economic concerns, as well as due to the continued decline in demand, as most new vehicles come equipped with this product. Sales of aftermarket rear seat entertainment products declined approximately $800 for the three months ended August 31, 2024 as a result of inflated vehicle pricing and high interest rates, which continue to result in lower consumer spending on vehicles. Additionally, sales of both aftermarket security products, including remote start and telematic products, as well as aftermarket safety products, declined approximately $500 for the three months ended August 31, 2024 primarily as a result of decreased consumer spending amid current economic concerns and low vehicle inventory. Finally, the Company has experienced a decrease in sales of collision avoidance products of approximately $300, as some car manufacturers who had previously eliminated these products from their OEM lines have added the products back to their new vehicles, thus negatively impacting sales in the aftermarket. As an offset to these sales declines, OEM safety product sales increased approximately $500 during the three months ended August 31, 2024, due to new product launches during the current year period.

Automotive Electronics sales represented 29.4% of our net sales for the six months ended August 31, 2024, compared to 32.7% in the prior year period and decreased $19,763 for the six months ended August 31, 2024, as compared to the six months ended August 31, 2023. The primary driver of this decrease was the decline in sales of OEM rear seat entertainment products of approximately $13,500 for the six months ended August 31, 2024, due to factors including volume reductions and temporary halts in existing customer programs, as well as the termination of one customer program that was in place during the prior year. Sales of aftermarket security products, including remote start and telematic products, also declined approximately $1,800 for the six months ended August 31, 2024 as a result of decreased consumer spending, as well as due to product delays. Satellite radio product sales decreased approximately $1,600 as suppliers have kept their inventory lean as a result of consumer spending declines amid current economic concerns, as well as due to the continued decline in demand, as most new vehicles come equipped with this product. Sales of aftermarket rear seat entertainment products also declined approximately $1,400 for the six months ended August 31, 2024 as a result of inflated vehicle pricing and high interest rates, which continue to result in lower consumer spending on vehicles. Additionally, sales of aftermarket safety products decreased approximately $1,000 for the six months ended August 31, 2024 as a result of low vehicle inventory and a decline in consumer spending. Finally, the Company has experienced a decrease in sales of collision avoidance products of approximately $800, as some car manufacturers who had previously eliminated these products from their OEM lines have added the products back to their new vehicles, thus negatively impacting sales in the aftermarket. As an offset to these sales declines, the Company experienced an increase in sales of OEM remote start products of approximately $800 during the six months ended August 31, 2024, due to the launch of a new customer program that began in the second half of the prior fiscal year. Aftermarket accessories product sales also increased approximately $600 due to new leather seat kit product offerings that began during the first quarter of Fiscal 2025. Finally, OEM safety product sales increased approximately $400 during the six months ended August 31, 2024, due to new product launches during the current year period.

Consumer Electronics sales represented 71.4% of our net sales for the three months ended August 31, 2024 compared to 68.7% in the comparable prior year period and decreased $11,986 for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023. The net decrease was a result of several factors, including a decline in European accessory product sales of approximately $8,200. This was primarily a result of a decline in sales of balcony solar power products, with sales of these products normalizing in the current year after launching in the second half of Fiscal 2023, as well as due to fewer concerns over near-term power shortages in Europe. The Company experienced a net decrease in sales of premium home theater speakers, wireless speaker products, and other premium audio products of approximately $1,800 during the three months ended August 31, 2024 due primarily to a decrease in close-out sales of older products of approximately $2,700, as the Company sold through much of its older product inventory in the comparable prior year period to prepare for the launch of new product. This decline was offset by sales resulting from the successful launch of new products of approximately $900 during the current year period. Domestic sales of accessory products, including reception, hook-up, and other home accessory products, declined approximately $1,400 for the three months ended August 31, 2024 due primarily to decreased consumer spending amid current economic concerns. Additionally, domestic sales of premium receiver products decreased approximately $600 for the three months ended August 31, 2024 due to prior year close out sales of Pioneer and Esoteric products, as the Company will no longer sell these brands. Sales of the Company's hearing aid products also declined approximately $500 during the three months ended August 31, 2024 as these products launched during the second quarter of the prior year and sales have normalized in the current year. Finally, in Europe and Asia, the Company experienced a net decrease in sales of premium audio products and receiver

products of approximately $400 for the three months ended August 31, 2024, due to lower consumer spending amid economic and geopolitical concerns, as well as an overstock of certain older products, offset by positive sales from the launch of new premium audio products in the current year. As an offset to these declines, sales of domestic wireless speaker products increased approximately $1,000 for the three months ended August 31, 2024 as a result of higher product return rates in the prior year which have improved. The Company expects a continued downward trend in sales within its Consumer Electronics segment for the remainder of the 2025 fiscal year in comparison to prior periods as a result of the August 30, 2024 sale of the domestic accessories business of the Company's Voxx Accessories Corp. subsidiary.

Consumer Electronics sales represented 70.6% of our net sales for the six months ended August 31, 2024, compared to 67.1% in the comparable prior year period and decreased $21,398 for the six months ended August 31, 2024, as compared to the six months ended August 31, 2023. The net decrease was a result of several factors, including a decline in European accessory product sales of approximately $10,800. This was primarily a result of a decline in sales of balcony solar power products, with sales of these products normalizing in the current year after launching in the second half of Fiscal 2023, as well as due to fewer concerns over near-term power shortages in Europe. Sales of domestic wireless accessory speakers also declined for the six months ended August 31, 2024 by approximately $4,600, which was related to a program with one of the Company's customers that did not repeat in the current year. Sales of domestic accessory products, including reception, hook-up, and other home accessory products, declined approximately $2,900 for the six months ended August 31, 2024 due primarily to decreased consumer spending amid current economic concerns. Additionally, in Europe and Asia, the Company experienced a net decrease in sales of premium audio and receiver products of approximately $1,900 for the six months ended August 31, 2024, due to lower consumer spending amid economic and geopolitical concerns, as well as an overstock of certain older products, offset by positive sales from the launch of new premium audio products in the current year. Finally, domestic sales of premium receiver products decreased approximately $900 for the six months ended August 31, 2024 due to prior year close out sales of Pioneer and Esoteric products, as the Company will no longer sell these brands. As an offset to these declines, domestic sales of the Company's premium home theater speakers, wireless speaker products, and other premium audio products increased approximately $500, net, during the six months ended August 31, 2024 due primarily to the successful launch of new products during the current year period of approximately $6,100, offset by a decrease of approximately $5,600 in close-out sales of older product as the Company sold much of its older product inventory in the prior year. The Company expects a continued downward trend in sales within its Consumer Electronics segment for the remainder of the 2025 fiscal year in comparison to prior periods, primarily as a result of the August 30, 2024 sale of the domestic accessories business of the Company's Voxx Accessories Corp. subsidiary, which contributed approximately $22,000 to sales in the second half of the 2024 fiscal year.

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. As of and for the three and six months ended August 31, 2024, the Company accounted for its investment in BioCenturion LLC as an equity method investment with (loss) income from its equity method investee recorded within Other (Expense) Income on the Company's Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss).

Gross Profit and Gross Margin Percentage

	August 31,
	2024			2023			$ Change			% Change
Three Months Ended
Automotive Electronics	$	6,226		$	8,601		$	(2,375	)		(27.6	)%
		23.6	%		24.3	%
Consumer Electronics		16,565			19,898			(3,333	)		(16.8	)%
		25.1	%		25.5	%
Biometrics		(140	)		57			(197	)		(345.6	)%
		—			27.3	%
Corporate/Eliminations		41			69			(28	)		(40.6	)%
	$	22,692		$	28,625		$	(5,933	)		(20.7	)%
		24.5	%		25.2	%
Six Months Ended
Automotive Electronics	$	12,644		$	16,671		$	(4,027	)		(24.2	)%
		23.4	%		22.6	%
Consumer Electronics		35,499			38,616			(3,117	)		(8.1	)%
		27.3	%		25.5	%
Biometrics		(132	)		105			(237	)		(225.7	)%
		-1650.0	%		34.0	%
Corporate/Eliminations		90			813			(723	)		(88.9	)%
	$	48,101		$	56,205		$	(8,104	)		(14.4	)%
		26.1	%		24.9	%

Gross margin percentages for the Company have decreased 70 basis points for the three months ended August 31, 2024 and have increased 120 basis points for the six months ended August 31, 2024, as compared to the three and six months ended August 31, 2023.

Gross margins in the Automotive Electronics segment decreased 70 basis points for the three months ended August 31, 2024 and increased 80 basis points for the six months ended August 31, 2024. Margin decreases in this segment during the three and six months ended August 31, 2024 were primarily caused by the decline in sales of some of the Company's higher margin products, such as aftermarket security, aftermarket rear seat entertainment, and collision avoidance products. As an offset to these negative factors, one of the primary drivers of increases in margins within the Automotive Electronics segment during both the three and six months ended August 31, 2024 has been the relocation of the manufacturing of most of the Company's OEM automotive products from Florida to Mexico, which began during the second half of Fiscal 2023 and will be completed during the current fiscal year. The Company has realized improved margins on the sale of these products as a result of the cost savings generated by this move. Additionally, sales of the Company's OEM rear seat entertainment products, which have consistently generated lower than normal margins under its current programs as a result of contractual pricing with customers, coupled with higher supply chain costs, declined for both the three and six months ended August 31, 2024, as did sales of satellite radio products, which also generate low margins for the segment. The sales declines of these products contributed positively to segment margins for both periods. For the six months ended August 31, 2024, sales of higher margin OEM security products also contributed positively to margins, as sales of these products increased as compared to the prior year period.

Gross margins in the Consumer Electronics segment decreased 40 basis points for the three months ended August 31, 2024 and increased 180 basis points for the six months ended August 31, 2024. The significant decline in sales of balcony solar power products in the Company's European accessory business during both the three and six months ended August 31, 2024 contributed negatively to the segment's margins in both periods, as did the decline in premium audio sales in Europe and Asia. As an offset to these negative margin impacts, although domestic sales of the Company's premium audio products decreased during the three months ended August 31, 2024 and increased only slightly during the six months ended August 31, 2024 on a net basis, fewer low price, low margin close-out sales of older products during both periods helped to improve margins for the segment as compared to prior year, coupled with sales from the launch of new higher margin products.

months ended November 30, 2023. The primary driver of this decrease was the decline in sales of OEM rear seat entertainment products of approximately $15,100 for the ~~three~~nine months ended November 30, 2024, due to factors including volume reductions and ~~six~~temporary halts in existing customer programs, as well as the termination of one customer program that was in place during the prior year. Sales of aftermarket security products, including remote start and telematic products, also declined approximately $4,600 for the nine months ended ~~August~~November 3130, 2024 as a result of a slow start to the remote start season due to mild weather, slower consumer spending due to economic concerns, and the ~~Company~~discontinuation ~~accounted~~of certain product lines. Satellite radio product sales decreased approximately $2,200 as customers have kept their inventory lean as a result of consumer spending declines amid current economic concerns, as well as due to the continued decline in demand, as most new vehicles come equipped with this product. Sales of aftermarket rear seat entertainment products also declined approximately $1,800 for ~~its~~the ~~investment~~nine months ended November 30, 2024 as a result of inflated vehicle pricing and high interest rates, which continue to result in ~~BioCenturion~~lower ~~LLC~~consumer spending on vehicles. Additionally, sales of aftermarket safety products decreased approximately $1,500 for the nine months ended November 30, 2024 as ana ~~equity~~result ~~method~~of ~~investment~~a ~~with~~decline ~~income~~in ~~(loss)~~consumer spending. Finally, the Company has experienced a decrease in sales of collision avoidance products of approximately $900, as some car manufacturers who had previously eliminated these products from ~~its~~their ~~equity~~OEM ~~method~~lines ~~investee~~have ~~recorded~~added ~~within~~the ~~Other~~products ~~(Expense)~~back ~~Income~~to ontheir new vehicles, thus negatively impacting sales in the aftermarket. As an offset to these sales declines, the Company's ~~Unaudited~~experienced ~~Consolidated~~an ~~Statements~~increase in sales of ~~Operations~~OEM ~~and~~safety ~~Comprehensive~~products ~~Income~~of ~~(Loss)~~approximately $1,900 during the nine months ended November 30, 2024, due to new product launches during the current year period. Sales of OEM remote start products also increased approximately $900, due to the launch of a new customer program that began in the second half of the prior fiscal year. Finally, aftermarket accessories product sales increased approximately $800 during the nine months ended November 30, 2024 due to new leather seat kit product offerings that began during the first quarter of Fiscal 2025.

~~Operating~~Consumer ~~Expenses~~Electronics sales represented 69.8% of our net sales for the three months ended November 30, 2024 compared to 73.9% in the comparable prior year period and decreased $26,627 for the three months ended November 30, 2024, as compared to the three months ended November 30, 2023. The largest factor in the decline in sales in this segment for the three months ended November 30, 2024 was the sale of the Company's Voxx Accessories Corp. subsidiary ("VAC") on August 30, 2024. During the three months ended November 30, 2024, the Company no longer sold the domestic accessories products of this divested subsidiary, which resulted in a decline of approximately $10,800 in sales year over year. The Company also experienced a net decrease in domestic sales of premium home theater speakers, wireless speaker products, and other premium audio products of approximately $7,900 during the three months ended November 30, 2024 due primarily to a decrease in close-out sales of older products of approximately $2,600, as the Company sold through much of its older product inventory in the comparable prior year period to prepare for the launch of new product. Also contributing to this decline was a decrease in sales of premium party speakers, as well as the sale of the Company's Jamo brand in August 2024 and discontinuation of the sale of these products. Domestic sales of premium receiver products also declined approximately $6,600 for the three months ended November 30, 2024 due to prior year close out sales of Pioneer and Esoteric products, as the Company will no longer sell these brands, as well as due to certain products that were removed from the Amazon platform during the current quarter. In Europe and Asia, the Company experienced a net decrease in sales of premium audio and receiver products of approximately $1,100 for the three months ended November 30, 2024, due to the softening of the Chinese market, as well as the exiting of sales of Pioneer, Esoteric, and Jamo products, offset by positive sales from the launch of new premium audio products in the current year. Finally, the Company experienced a decline in European accessory product sales of approximately $600 for the three months ended November 30, 2024 primarily as a result of a decline in sales of balcony solar power products, with sales of these products normalizing in the current year after launching in the second half of Fiscal 2023. As an offset to these declines, sales of commercial speakers increased approximately $700 for the three months ended November 30, 2024 as a result of the launch of new products, as well as due to a resurgence in cinema sales during the current year.

	August 31,
	2024		2023		$ Change			% Change
Three Months Ended
Operating expenses:
Selling	$	7,848	$	10,021	$	(2,173	)		(21.7	)%
General and administrative		15,777		17,250		(1,473	)		(8.5	)%
Engineering and technical support		6,100		7,857		(1,757	)		(22.4	)%
Restructuring expenses		2,098		2,008		90			4.5	%
Total operating expenses	$	31,823	$	37,136	$	(5,313	)		(14.3	)%
Six Months Ended
Operating expenses:
Selling	$	17,438	$	21,187	$	(3,749	)		(17.7	)%
General and administrative		32,234		36,677		(4,443	)		(12.1	)%
Engineering and technical support		12,344		16,194		(3,850	)		(23.8	)%
Restructuring costs		2,329		2,067		262			12.7	%
Total operating expenses	$	64,345	$	76,125	$	(11,780	)		(15.5	)%

Consumer Electronics sales represented 70.3% of our net sales for the nine months ended November 30, 2024, compared to 69.7% in the comparable prior year period and decreased $48,025 for the nine months ended November 30, 2024, as compared to the nine months ended November 30, 2023. The largest factor in the decline in sales in this segment for the nine months ended November 30, 2024 was the decrease in sales of domestic accessories products sold by the Company's Voxx Accessories Corp. subsidiary, totaling approximately $18,200. This subsidiary was sold on August 30, 2024 and during the third quarter of Fiscal 2025, the Company no longer sold the domestic accessories products of this divested subsidiary, which resulted in an overall decline in sales of approximately $10,800 during the nine months ended November 30, 2024 as compared to the nine months ended November 30, 2023. During the year to date period prior to the sale of the subsidiary, the Company experienced a decrease in sales of domestic wireless accessory speakers of approximately $4,600, which was related to a program with one of the Company's customers that did not repeat in the current year, as well as a decline in sales of domestic accessory products, including reception, hook-up, and other home accessory products, of approximately $2,900, due primarily to decreased consumer spending amid current economic concerns. The Company's European accessory product sales also declined approximately $11,400 for the nine months ended November 30, 2024. This was primarily a result of a decline in sales of balcony solar power products, with

Total operating expenses have decreased $5,313 and $11,780 for the three and six months ended August 31, 2024, respectively, as compared with the three and six months ended August 31, 2023. The Company expects a continued downward trend in total operating expenses for the remainder of the 2025 fiscal year in comparison to prior periods as a result of the August 30, 2024 sale of the domestic accessories business of the Company's Voxx Accessories Corp. subsidiary.

For the three months ended August 31, 2024, selling expenses decreased $2,173. The Company experienced a decline in advertising and web expenses totaling approximately $1,500 for the three months ended August 31, 2024, as a result of factors including lower web sales and online traffic, decreased advertising spend related to the Company's hearing aid product following its initial launch in the prior year, and cost containment measures and marketing strategy changes implemented during the current year. Employee salary and related benefit expenses decreased approximately $700 for the three months ended August 31, 2024 due to company-wide headcount reductions and lower bonus accruals resulting from lower Company profitability. Commission expenses also decreased approximately $300 during the three months ended August 31, 2024 as a result of lower sales for the quarter. Offsetting these decreases in selling expenses for the three months ended August 31, 2024, the Company experienced an increase in payroll tax expenses of approximately $200. During the comparable prior year period, the Company received Employee Reduction Credits related to the COVID-19 pandemic that offset payroll tax expense for the three months ended August 31, 2023, which did not repeat in the current year.

For the six months ended August 31, 2024, selling expenses decreased $3,749. The Company experienced a decline in advertising and web expenses totaling approximately $2,000 for the six months ended August 31, 2024, as a result of factors including lower web sales and online traffic, decreased advertising spend related to the Company's hearing aid product following its initial launch in the prior year, and cost containment measures and marketing strategy changes implemented during the current year. Employee salary and related benefit expenses decreased approximately $1,100 for the six months ended August 31, 2024 due to company-wide headcount reductions and lower bonus accruals resulting from lower Company profitability. The Company also experienced a decline in trade show expense of approximately $400 during the six months ended August 31, 2024 as a result of fewer shows attended and lower spending related to the annual Consumer Electronics Show. Additionally, commission expenses decreased approximately $200 during the six months ended August 31, 2024 as a result of lower sales for the year to date period.

General and administrative expenses decreased $1,473 for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023. Salary and related benefit expenses decreased approximately $900 as a result of factors including headcount reductions implemented by the Company beginning in the second quarter of Fiscal 2024; the absence of salaries related to EyeLock LLC employees, as the business was contributed to a joint venture on March 1, 2024; and the absence of Beat Kahli's executive salary during the three months ended August 31, 2024, as he stepped down from his position as President of the

~~Company~~sales ~~effective~~of ~~March~~these 1products normalizing in the current year after launching in the second half of Fiscal 2023, ~~2024~~as well as due to fewer concerns over near-term power shortages in Europe. ~~Depreciation~~The Company experienced a net decrease in domestic sales of premium home theater speakers, wireless speaker products, and ~~amortization~~other ~~expense~~premium ~~decreased~~audio products of approximately $~~400~~7,800 ~~for~~during the ~~three~~nine months ended ~~August~~November 3130, 2024 due primarily to ~~certain~~a ~~assets~~decrease in close-out sales of older products of approximately $8,100, as the Company ~~being~~sold ~~fully~~through ~~depreciated~~much asof ~~compared~~its toolder product inventory in the comparable prior year period to prepare for the launch of new product, ~~including~~as well as due to the sale of the Company's ~~current~~Jamo ~~enterprise~~brand ~~resource~~in ~~planning~~August ~~("ERP")~~2024 ~~system~~and the discontinuation of the sale of these products. ~~Legal~~This ~~and~~was ~~professional~~offset ~~fees~~by ~~also~~positive ~~declined~~sales ~~approximately~~resulting ~~$300~~from the launch of new products during the ~~three~~current ~~months~~fiscal ~~ended~~year. ~~August 31~~Additionally, ~~2024~~domestic ~~due~~sales ~~primarily~~of topremium receiver products decreased approximately $7,400 for the ~~decrease~~nine inmonths ~~litigation~~ended ~~and~~November ~~consulting~~30, ~~fees~~2024 ~~related~~due to ~~the~~prior ~~Seaguard~~year ~~arbitration~~close ~~award~~out ~~that~~sales ~~was~~of ~~settled~~Pioneer and ~~paid~~Esoteric ~~during~~products, as the ~~fourth~~Company ~~quarter~~will ofno ~~Fiscal~~longer ~~2024~~sell these brands, as well as due to ~~cost~~certain ~~containment~~products ~~measures~~that were removed from the Amazon platform during the current year. ~~Additionally~~Finally, ~~occupancy~~in ~~costs~~Europe ~~decreased~~and Asia, the Company experienced a net decrease in sales of premium audio and receiver products of approximately $~~100~~3,000 for the ~~three~~nine months ended ~~August~~November 3130, 2024, due to the softening of the Chinese market, as awell ~~result~~as the exiting of ~~lower~~sales ~~communications~~of ~~charges~~Pioneer, Esoteric, and ~~cost~~Jamo ~~containment~~products, ~~savings~~offset by positive sales from the launch of new premium audio products in the current year. As an offset to these ~~decreases~~declines, the Company experienced an increase in ~~taxes~~sales ~~and~~of ~~licensing~~commercial ~~fees~~speakers of approximately $~~200~~1,000 for the ~~three~~nine months ended ~~August~~November 3130, 2024 ~~related~~as toa result of the ~~implementation~~launch of a new ~~ERP~~products, ~~system~~as ~~the~~well ~~Company~~as ~~has~~due ~~begun~~to ~~undertaking~~a resurgence in cinema sales during the current ~~quarter~~year. ~~Payroll~~The ~~tax~~Company ~~expenses~~expects ~~also~~a ~~increased~~continued ~~approximately~~downward ~~$100~~trend in sales within its Consumer Electronics segment for the ~~three~~remainder ~~months~~of ~~ended~~the ~~August~~2025 ~~31,~~fiscal ~~2024,~~year asin ~~the~~comparison ~~Company~~to ~~received~~prior ~~Employee~~periods, ~~Reduction~~primarily ~~Credits~~as ~~related~~a toresult of the ~~COVID-19~~August ~~pandemic~~30, ~~that~~2024 ~~offset~~sale ~~payroll~~of ~~tax~~the ~~expense~~domestic ~~during~~accessories business of the ~~prior~~Company's ~~year~~Voxx ~~comparable~~Accessories ~~quarter~~Corp. ~~and~~subsidiary, ~~did~~which ~~not~~contributed ~~repeat~~approximately $9,600 to sales in the ~~current~~fourth quarter of the 2024 fiscal year.

~~General~~On ~~and~~March ~~administrative expenses decreased $4~~1,~~443~~ ~~for the six months ended August 31,~~ 2024, ~~as compared to~~ the ~~six~~Company's ~~months~~majority ~~ended~~owned ~~August 31~~subsidiary, 2023. Salary and related benefit expenses decreased approximately $2,300 as a result of factors including headcount reductions implemented by the Company beginning in the second quarter of Fiscal 2024; the absence of salaries related to EyeLock LLC ~~employees~~, ~~as the business was~~ contributed ~~to a joint venture on March 1~~assets, ~~2024;~~including ~~and~~inventory ~~the absence of Beat Kahli's executive salary during the six months ended August 31, 2024, as he stepped down from his position as President of the Company effective March 1, 2024. Legal~~ and ~~professional~~intangible ~~fees declined approximately $1~~assets,~~400~~ ~~during~~to ~~the~~a ~~six~~newly ~~months~~formed ~~ended~~joint ~~August 31~~venture, ~~2024~~BioCenturion ~~due primarily to the decrease in litigation and consulting fees related to the Seaguard arbitration award that was settled and paid during the fourth quarter of Fiscal 2024~~LLC, aswhich ~~well~~will asoperate ~~due~~a toBiometrics ~~cost containment measures~~business. ~~Depreciation~~As ~~and amortization expense decreased approximately $300 for the six months ended August 31, 2024 due to certain assets~~ of ~~the Company being fully depreciated as compared to the prior year, including the Company's current ERP system. Occupancy~~ and ~~telephone costs also decreased approximately $200 in total~~ for the ~~six~~three ~~months ended August 31, 2024 as a result of lower communications charges~~ and ~~cost~~nine ~~containment savings. Additionally, travel and entertainment expense decreased approximately $100 during the six~~ months ended ~~August~~November 3130, 2024, ~~as a result of cost-cutting measures implemented by~~ the Company inaccounted ~~order to achieve savings. Finally, insurance expense decreased approximately $100~~ for ~~the~~its ~~six~~investment ~~months~~in ~~ended~~BioCenturion ~~August~~LLC ~~31, 2024~~ as ~~a result of a certain premium reductions. As~~ an ~~offset~~equity tomethod ~~these~~investment ~~decreases,~~with ~~the~~(loss) ~~Company~~income ~~experienced~~from anits ~~increase~~equity inmethod ~~taxes~~investee ~~and~~recorded ~~licensing~~within ~~fees~~Other of(Expense) ~~approximately~~Income ~~$200~~on ~~for~~ the ~~six~~Company's ~~months~~Unaudited ~~ended~~Consolidated ~~August~~Statements ~~31, 2024 related to the implementation~~ of aOperations ~~new~~and ~~ERP~~Comprehensive ~~system~~(Loss) ~~the Company has begun undertaking during the current quarter~~Income.

~~Engineering~~Gross ~~and~~Profit ~~technical support expenses decreased $1,757 for the three months ended August 31, 2024, as compared to the prior year period. This decrease was due in part to a decline in research~~ and ~~development~~Gross ~~expense~~Margin of approximately $900, and was positively impacted by the formation of the BioCenturion LLC joint venture by EyeLock LLC and GalvanEyes Partners LLC on March 1, 2024, which EyeLock has accounted for as an equity method investment. As a result, these expenses have decreased substantially for the Company's EyeLock subsidiary. Research and development expenses also decreased during the three months ended August 31, 2024 as a result of the timing of the commencement and completion of projects. Labor expense and related benefits also decreased approximately $900 for the three months ended August 31, 2024 resulting primarily from Company-wide headcount reductions, as well as lower use of outside labor during the period and higher reimbursement of engineering expenses as compared to the prior year. Offsetting these decreases in engineering and technical support expenses for the three months ended August 31, 2024, the Company experienced an increase in payroll tax expenses of approximately $100. During the comparable prior year period, the Company received Employee Reduction Credits related to the COVID-19 pandemic that offset payroll tax expense for the three months ended August 31, 2023, which did not repeat in the current year.Percentage

Engineering and technical support expenses decreased $3,850 for the six months ended August 31, 2024, as compared to the prior year period. This decrease was due in part to a decline in research and development expense of approximately $1,900, and was positively impacted by the formation of the BioCenturion LLC joint venture by EyeLock LLC and GalvanEyes Partners LLC on March 1, 2024, which EyeLock has accounted for as an equity method investment. As a result, these expenses have decreased substantially for the Company's EyeLock subsidiary. Research and development expenses also decreased during the six months ended August 31, 2024 as a result of the timing of the commencement and completion of projects. Labor expense and related benefits also decreased approximately $1,900 for the six months ended August 31, 2024 primarily as a result of Company-wide headcount reductions, as well as lower use of outside labor during the period and higher reimbursement of engineering expenses as compared to the prior year.


	November 30,
	2024			2023			$ Change			% Change
Three Months Ended
Automotive Electronics	$	4,928		$	9,262		$	(4,334	)		(46.8	)%
		15.5	%		25.8	%
Consumer Electronics		17,353			27,121			(9,768	)		(36.0	)%
		23.7	%		27.1	%
Biometrics		(1	)		1			(2	)		(200.0	)%
		-			1.1	%
Corporate/Eliminations		65			(42	)		107			254.8	%
	$	22,345		$	36,342		$	(13,997	)		(38.5	)%
		21.2	%		26.9	%

Nine Months Ended
Automotive Electronics	$	17,572		$	25,933		$	(8,361	)		(32.2	)%
		20.5	%		23.6	%
Consumer Electronics		52,852			65,737			(12,885	)		(19.6	)%
		26.0	%		26.2	%
Biometrics		(133	)		106			(239	)		(225.5	)%
		-1662.5	%		26.4	%
Corporate/Eliminations		155			771			(616	)		(79.9	)%
	$	70,446		$	92,547		$	(22,101	)		(23.9	)%
		24.3	%		25.6	%

~~Restructuring~~Gross ~~expenses~~margin ~~increased~~percentages ~~$90~~for the Company have decreased 570 and ~~$262~~130 basis points for the three and ~~six~~nine months ended ~~August~~November 3130, 2024, respectively, as compared to the three and ~~six~~nine months ended ~~August~~November 3130, 2023. ~~During both the three and six months ended August 31, 2024 and 2023, restructuring costs were primarily comprised of severance expense related to Company-wide headcount reductions, including~~

~~those~~Gross ~~related~~margins toin the ~~domestic~~Automotive ~~accessories~~Electronics ~~business~~segment ofdecreased 1,030 and 310 basis points for the ~~Company's~~three ~~Voxx~~and ~~Accessories~~nine ~~Corp.~~months ~~subsidiary~~ended November 30, ~~which~~2024, ~~was~~respectively. ~~sold~~The ~~during~~margin ~~the~~declines ~~second~~were ~~quarter~~primarily driven by inventory writedowns of ~~Fiscal~~approximately ~~2025.~~$4,200 ~~During~~for the three and ~~six~~nine months ended ~~August~~November 3130, 2024 related to inventory for a customer program that is ending and ~~2023~~is unable to be utilized for other customer programs. The decline in sales of some of the Company's high margin products, ~~restructuring~~such ~~expenses~~as aftermarket security and aftermarket rear seat entertainment also ~~included~~negatively ~~costs~~impacted ~~related~~the segment's margins for both the three and nine months ended November 30, 2024. As an offset to these negative margin impacts, one of the primary drivers of increases in margins within the Automotive Electronics segment during both the three and nine months ended November 30, 2024 has been the relocation of ~~certain~~the manufacturing of most of the Company's OEM ~~production~~automotive ~~operations~~products from Florida to Mexico, which isbegan ~~expected~~during tothe second half of Fiscal 2023 and will be completed by the end of the current fiscal year. The Company has realized improved margins on the sale of these products as a result of the cost savings generated by this move. The Company also experienced sales increases for the three and nine months ended November 30, 2024 in its higher margin OEM safety products and in OEM remote start products for the nine months ended November 30, 2024, which helped to generate higher margins for the segment. Additionally, sales of the Company's OEM rear seat entertainment products, which have consistently generated lower than normal margins under its current programs as a result of contractual pricing with customers, coupled with higher supply chain costs, declined for both the three and nine months ended November 30, 2024, as did sales of satellite radio products, which also generate low margins for the segment. The sales declines of these products contributed positively to segment margins for both periods.

~~Other~~Gross ~~(Expense)~~margins ~~Income~~in the Consumer Electronics segment decreased 340 and 20 basis points for the three and nine months ended November 30, 2024, respectively. The margin declines were primarily driven by inventory writedowns of approximately $2,800 for the three and nine months ended November 30, 2024 related to inventory identified as slow moving during the third quarter of the fiscal year. Additionally, the decline in sales of balcony solar power products in the Company's European accessory business during the three and nine months ended November 30, 2024 contributed negatively to the segment's margins in both periods, as did the decline in sales of the Company's receiver products for the three and nine months ended November 30, 2024 both domestically, and in Europe and Asia. Finally, an increase in royalty expense for the three and nine months ended November 30, 2024 also contributed to a reduction in margins. As an offset to these negative margin impacts, on August 30, 2024, the Company sold its Voxx Accessories Corp., subsidiary, which sold domestic accessory products for the segment. Many of these products generated low margins for the segment and the absence of sales from these product lines during the three months ended November 30, 2024 has had a positive impact on margins for both the three and nine month periods. Additionally, although domestic and international sales of the Company's premium audio products decreased during both the three and nine months ended November 30, 2024, fewer low price, low margin close-out sales of older products during both periods helped to improve margins for the segment as compared to prior year, coupled with sales from the launch of new higher margin products.

	August 31,
	2024			2023			$ Change			% Change
Three Months Ended
Interest and bank charges	$	(1,973	)	$	(1,573	)	$	(400	)		(25.4	)%
Equity in income of equity investee		200			1,241			(1,041	)		(83.9	)%
Gain on sale of business		8,300			-			8,300			100.0	%
Gain on sale of assets		2,154			-			2,154			100.0	%
Final arbitration award		-			(1,612	)		1,612			100.0	%
Other, net		3,842			(952	)		4,794			503.6	%
Total other expense, net	$	12,523		$	(2,896	)	$	15,419			532.4	%
Six Months Ended
Interest and bank charges	$	(4,111	)	$	(3,119	)	$	(992	)		(31.8	)%
Equity in income of equity investee		551			2,857			(2,306	)		(80.7	)%
Gain on sale of business		8,300			-			8,300			100.0	%
Gain on sale of assets		2,154			-			2,154			100.0	%
Final arbitration award		-			(2,598	)		2,598			100.0	%
Other, net		1,971			(1,653	)		3,624			219.2	%
Total other expense, net	$	8,865		$	(4,513	)	$	13,378			296.4	%

On March 1, 2024, the Company's majority owned subsidiary, EyeLock LLC, contributed assets, including all of its inventory and intangible assets, to a newly formed joint venture, BioCenturion LLC, which will operate a Biometrics business. As of and for the three and nine months ended November 30, 2024, the Company accounted for its investment in BioCenturion LLC as an equity method investment with income (loss) from its equity method investee recorded within Other (Expense) Income on the Company's Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income.

Equity in income of equity investees represents the Company's share of income from its 50% non-controlling ownership interests in ASA Electronics LLC and Subsidiaries ("ASA") and BioCenturion LLC, in which the Company began investing on March 1, 2024. The decrease in income for the three and six months ended August 31, 2024 as compared to the prior year period is due to lower net income at ASA resulting from a decline in sales caused by current economic conditions, as well as due to losses incurred by BioCenturion which were not present in the prior year period.

During August 2024, the Company sold certain assets of two of its wholly owned subsidiaries, VOXX Accessories Corp. and Premium Audio Company, LLC. The Company recognized gains on the sale of these assets of $8,300 and $2,154, respectively, for the three and six months ended August 31, 2024.

During the three and six months ended August 31, 2023, the Company recorded charges representing interest expense, legal fee reimbursements, and a settlement related to patent arbitration in connection with the final arbitration award due to Seaguard. The final arbitration award settlement was paid during the fourth quarter of Fiscal 2024.

Other, net includes net foreign currency gains or losses, interest income, rental income, a loss on the contribution of assets to a joint venture, and other miscellaneous income and expense. During the three and six months ended August 31, 2024, the Company had net foreign currency gains of $3,204 and $1,353, respectively, as compared to net foreign currency losses of $1,261 and $2,248 for the three and six months ended August 31, 2023, respectively. Foreign currency gains and losses incurred during the three and six months ended August 31, 2024 and 2023 were primarily driven by fluctuations 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. For the three and six months ended August 31, 2024, the Company recognized gains of $1,915 and $779, respectively, related to these remeasurements, compared to losses of $892 and $1,347 for the three and six months ended August 31, 2023, respectively.

Operating Expenses


	November 30,
	2024		2023		$ Change			% Change
Three Months Ended
Operating expenses:
Selling	$	7,638	$	10,967	$	(3,329	)		(30.4	)%
General and administrative		16,294		15,944		350			2.2	%
Engineering and technical support		8,316		7,063		1,253			17.7	%
Goodwill impairment charges		28,171		-		28,171			100.0	%
Intangible asset impairment charges		16,093		-		16,093			100.0	%
Restructuring expenses		49		101		(52	)		(51.5	)%
Total operating expenses	$	76,561	$	34,075	$	42,486			124.7	%

Nine Months Ended
Operating expenses:
Selling	$	25,076	$	32,154	$	(7,078	)		(22.0	)%
General and administrative		48,528		52,621		(4,093	)		(7.8	)%
Engineering and technical support		20,660		23,257		(2,597	)		(11.2	)%
Goodwill impairment charges		28,171		-		28,171			100.0	%
Intangible asset impairment charges		16,093		-		16,093			100.0	%
Restructuring costs		2,378		2,168		210			9.7	%
Total operating expenses	$	140,906	$	110,200	$	30,706			27.9	%

Total operating expenses have increased $42,486 and $30,706 for the three and nine months ended November 30, 2024, respectively, as compared with the three and nine months ended November 30, 2023, and includes goodwill and intangible asset impairment charges totaling $44,264 for the three and nine months ended November 30, 2024. Also included in the net increase in operating expenses for the three and nine months ended November 30, 2024 are declines of $2,673 related to the Company's Voxx Accessories Corp. subsidiary which was sold on August 30, 2024.

For the three months ended November 30, 2024, selling expenses decreased $3,329, which includes a decline of $1,505 related to the Voxx Accessories Corp. subsidiary sold on August 30, 2024. In addition to the absence of VAC, the Company experienced a decline in advertising and web expenses totaling approximately $700 for the three months ended November 30, 2024, as a result of factors including lower web sales and online traffic, decreased advertising spend and fewer store displays, as well as cost containment measures and marketing strategy changes implemented during the current year. Additionally, employee salary and related benefit expenses decreased approximately $700 for the three months ended November 30, 2024, due to company-wide headcount reductions. Finally, commission expenses decreased approximately $200 during the three months ended November 30, 2024 as a result of lower sales for the quarter.

For the nine months ended November 30, 2024, selling expenses decreased $7,078, which includes a decline of $1,505 related to the Voxx Accessories Corp. subsidiary sold on August 30, 2024. In addition to the absence of VAC for the third quarter of Fiscal 2025, the Company experienced a decline in advertising and web expenses totaling approximately $3,000 for the nine months ended November 30, 2024, as a result of factors including lower web sales and online traffic, decreased advertising spend and fewer store displays, as well as cost containment measures and marketing strategy changes implemented during the current year. Employee salary and related benefit expenses also decreased approximately $1,900 for the nine months ended November 30, 2024 due to company-wide headcount reductions. Additionally, commission expenses decreased approximately $400 during the nine months ended November 30, 2024 as a result of lower sales for the year-to-date period. Finally, trade show expenses for the nine months ended November 30, 2024 declined approximately $300 as a result of fewer shows attended and lower spending related to the annual Consumer Electronics Show.

General and administrative expenses increased $350 for the three months ended November 30, 2024, as compared to the three months ended November 30, 2023, and includes a net decrease in expenses of $1,033 related to the Voxx Accessories Corp. subsidiary sold on August 30, 2024. The Company experienced an increase in professional fees of approximately $900 for the three months ended November 30, 2024 primarily as a result of due diligence services and consulting related to the Company's

exploration of strategic alternatives in order to maximize shareholder value, which began during the second quarter of the current fiscal year and culminated in the Merger Agreement announced on December 18, 2024 with Gentex Corporation. The increase in professional fees was also due to higher tax and audit fees incurred during the three months ended November 30, 2024, as compared to the prior year. Salary and related benefit expenses increased approximately $400 for the three months ended November 30, 2024 as a result of employee stock grants and higher bonus accruals incurred during the quarter. Finally, taxes and licensing fees increased approximately $100 for the three months ended November 30, 2024 related to the implementation of a new ERP system the Company began undertaking during the second quarter. As an offset to these increases, and in addition to the absence of VAC, depreciation and amortization expense decreased approximately $300 for the three months ended November 30, 2024 due to certain assets of the Company being fully depreciated as compared to the prior year, including the Company's current enterprise resource planning ("ERP") system.

General and administrative expenses decreased $4,093 for the nine months ended November 30, 2024, as compared to the nine months ended November 30, 2023, which includes a decrease in expenses of $1,033 related to the Voxx Accessories Corp. subsidiary sold on August 30, 2024. In addition to the absence of VAC for the third quarter of Fiscal 2025, salary and related benefit expenses decreased approximately $2,000 for the nine months ended November 30, 2024 as a result of factors including headcount reductions implemented by the Company beginning in the second quarter of Fiscal 2024; the absence of salaries related to EyeLock LLC employees, as the business was contributed to a joint venture on March 1, 2024; and the absence of Beat Kahli's executive salary during the nine months ended November 30, 2024, as he stepped down from his position as President of the Company effective March 1, 2024. This was offset by an increase in expenses related to employee stock grants. Depreciation and amortization expense also decreased approximately $600 for the nine months ended November 30, 2024 due to certain assets of the Company being fully depreciated as compared to the prior year, including the Company's current ERP system. Legal and professional fees declined approximately $500 during the nine months ended November 30, 2024 due to a decrease in legal fees related to Onkyo, as well as litigation and consulting fees related to the Seaguard arbitration award that was settled and paid during the fourth quarter of Fiscal 2024. This was offset by increased legal and professional fees for due diligence services and consulting related to the Company's exploration of strategic alternatives in order to maximize shareholder value, which began during the second quarter of the current fiscal year and culminated in the Merger Agreement announced on December 18, 2024 with Gentex Corporation. Additionally, telephone costs decreased approximately $200 for the nine months ended November 30, 2024 as a result of lower communications charges and cost containment savings. Finally, insurance expense decreased approximately $100 for the nine months ended November 30, 2024 as a result of certain premium reductions. As an offset to these decreases, the Company experienced an increase in taxes and licensing fees of approximately $300 for the nine months ended November 30, 2024 related primarily to the implementation of a new ERP system the Company began undertaking during the second quarter of the fiscal year.

Engineering and technical support expenses increased $1,253 for the three months ended November 30, 2024, as compared to the prior year period, and includes a net decline in expenses of $134 related to the Voxx Accessories Corp. subsidiary sold on August 30, 2024. Research and development expenses increased approximately $1,400 during the three months ended November 30, 2024 primarily as a result of an increase in reserves recorded for capitalized research and development costs that may not be recoverable, as well as due to the timing of the commencement and completion of projects. As an offset to these increases and in addition to the decline related to VAC, labor expense and related benefits decreased approximately $100 for the three months ended November 30, 2024, as a result of Company-wide headcount reductions.

Engineering and technical support expenses decreased $2,597 for the nine months ended November 30, 2024, as compared to the prior year period, which includes a decline in expenses of $134 related to the Voxx Accessories Corp. subsidiary sold on August 30, 2024. The decrease was also due in part to labor expense and related benefits, which declined approximately $2,000 for the nine months ended November 30, 2024 primarily as a result of Company-wide headcount reductions, as well as lower use of outside labor during the period and higher reimbursement of engineering expenses as compared to the prior year. Research and development expense had a net decline of approximately $400 and was positively impacted by the formation of the BioCenturion LLC joint venture by EyeLock LLC and GalvanEyes Partners LLC on March 1, 2024, which EyeLock has accounted for as an equity method investment. As a result, these expenses have decreased for the Company's EyeLock subsidiary. The declines in research and development costs were offset by an increase in reserves recorded for capitalized research and development costs that may not be recoverable.

For the third quarter of Fiscal 2025, the Company assessed the relevant factors that could impact the fair value of its reporting units and intangible assets, including recent indicators in the automotive electronics and consumer electronics markets and the estimated total market value of the Company indicated by the entry into the Merger Agreement announced on December 18, 2024. Based upon this assessment, the Company determined that an interim impairment test was necessary for certain of its reporting units, the Company's indefinite-lived trademark, and certain long-lived assets as of November 30, 2024. As a result of

these impairment tests, the Company determined that the goodwill of four of its reporting units, as well as long-lived assets within both the Automotive Electronics and Consumer Electronics segments, were impaired. These impairments were a result of reductions in projected cash flows due to lower projected sales volumes and profitability

Restructuring expenses were $49 and $101 for the three months ended November 30, 2024 and 2023, respectively, and $2,378 and $2,168 for the nine months ended November 30, 2024 and 2023, respectively. During the nine months ended November 30, 2024 and 2023, restructuring costs were primarily comprised of severance expense related to Company-wide headcount reductions, including those related to the domestic accessories business of the Company's Voxx Accessories Corp. subsidiary, which was sold on August 30, 2024. During the three and nine months ended November 30, 2024 and 2023, restructuring expenses also included costs related to the relocation of certain OEM production operations from Florida to Mexico, which is expected to be completed by the end of the fiscal year.

Other (Expense) Income


	November 30,
	2024			2023			$ Change			% Change
Three Months Ended
Interest and bank charges	$	(1,355	)	$	(1,892	)	$	537			28.4	%
Equity in income of equity investee		382			1,101			(719	)		(65.3	)%
Gain on sale of business		—			-			—			100.0	%
Gain on sale of assets		7,299			-			7,299			100.0	%
Final arbitration award		-			(752	)		752			100.0	%
Other, net		(2,084	)		156			(2,240	)		(1435.9	)%
Total other expense, net	$	4,242		$	(1,387	)	$	5,629			405.8	%

Nine Months Ended
Interest and bank charges	$	(5,466	)	$	(5,011	)	$	(455	)		(9.1	)%
Equity in income of equity investee		933			3,958			(3,025	)		(76.4	)%
Gain on sale of business		8,300			-			8,300			100.0	%
Gain on sale of assets		9,453			-			9,453			100.0	%
Final arbitration award		-			(3,350	)		3,350			100.0	%
Other, net		(113	)		(1,497	)		1,384			92.5	%
Total other expense, net	$	13,107		$	(5,900	)	$	19,007			322.2	%

Interest and bank charges represent interest expense and fees related to the Company's bank obligations, shareholder loan, supply chain financing and factoring agreements, interest related to finance leases, and amortization of debt issuance costs. During the three months ended November 30, 2024, interest charges on the funds borrowed from the Wells Fargo Credit Facility decreased as compared to the three months ended November 30, 2023 as the Company repaid a substantial amount of the outstanding balance of the loan following the August 2024 sale of certain assets of two of its wholly owned subsidiaries, VOXX Accessories Corp. and Premium Audio Company, LLC. Additionally, in September 2024, the Company repaid the remaining outstanding balance of its Florida Mortgage following the sale of its manufacturing facility in Lake None, FL. During the nine months ended November 30, 2024, interest charges on the funds borrowed from the Wells Fargo Credit Facility increased as compared to the nine months ended November 30, 2023 primarily due to the increase in funds borrowed during the year-to-date period, as well as an increase in interest rates.

Equity in income of equity investees represents the Company's share of income from its 50% non-controlling ownership interests in ASA Electronics LLC and Subsidiaries ("ASA") and BioCenturion LLC, in which the Company began investing on March 1, 2024. The decrease in income for the three and nine months ended November 30, 2024 as compared to the prior year period is due to lower net income at ASA resulting from a decline in sales caused by current economic conditions, as well as due to losses incurred by BioCenturion which were not present in the prior year periods.

During September 2024, the Company sold its manufacturing facility in Lake None, Florida, recognizing a gain on the sale of the property totaling $7,299 for the three and nine months ended November 30, 2024. During August 2024, the Company sold certain assets of two of its wholly owned subsidiaries, VOXX Accessories Corp. and Premium Audio Company, LLC. The Company recognized gains on the sale of these assets of $8,300 and $2,154, respectively, for the nine months ended November 30, 2024.

During the three and nine months ended November 30, 2023, the Company recorded charges representing interest expense, legal fee reimbursements, and a settlement related to patent arbitration in connection with the final arbitration award due to Seaguard. The final arbitration award settlement was paid during the fourth quarter of Fiscal 2024.

Other, net includes net foreign currency gains or losses, interest income, rental income, and other miscellaneous income and expense. During the three and nine months ended November 30, 2024, the Company had net foreign currency losses of $2,415 and $1,062, respectively, as compared to net foreign currency losses of $171 and $2,419 for the three and nine months ended November 30, 2023, respectively. Foreign currency gains and losses incurred during the three and nine months ended November 30, 2024 and 2023 were primarily driven by fluctuations 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. For the three and nine months ended November 30, 2024, the Company recognized net losses of $1,039 and $260, respectively, related to these remeasurements, compared to net losses of $174 and $1,521 for the three and nine months ended November 30, 2023, respectively.

Income Tax Provision

For the three months ended ~~August~~November 3130, 2024, the Company recorded an income tax ~~provision~~benefit of $1513,~~600,~~ which includes a discrete income tax provision of $~~1,265~~43 ~~primarily~~ related to ~~increases~~the infinalization ~~its~~of ~~valuation~~the ~~allowance~~federal intax ~~connection~~return ~~with~~filing ~~deferred~~and uncertain tax ~~assets~~position ininterest ~~Canada~~expense ~~and Australia~~accrual. The effective tax rate for the three months ended ~~August~~November 3130, 2024 was an income tax ~~provision~~benefit of 471.203% on pre-tax ~~income~~loss of $349,~~392~~974. The effective tax rate for the three months ended ~~August~~November 3130, 2024 differed from the U.S. statutory rate of 21% ~~mostly related to the discrete items discussed above,~~ as ~~well~~a asresult of a number of factors, ~~including~~primarily related to no income tax benefit recorded on current year ~~U.S~~Australia, Denmark, and ~~Japanese~~Japan pre-tax losses given the Company maintains a full valuation allowance, the impairment of non-deductible goodwill for which no tax benefit was provided, income taxed in foreign jurisdictions at varying tax rates, nondeductible permanent differences, research and development credits, and adjustments to the deferred tax liability related to indefinite lived intangibles.

For the three months ended ~~August~~November 3130, 2023, the Company recorded an income tax provision of $197,~~170,~~ which includes a discrete income tax ~~provision~~benefit of $~~115~~198 related primarily to the finalization of the federal tax return filing and 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 ~~August~~November 3130, 2023 was an income tax provision of 1011.30% on pre-tax ~~loss~~income of $~~11,407~~880. The effective tax rate for the three months ended ~~August~~November 3130, 2023 differs from the U.S. statutory rate of 21% as a result of a number of factors, primarily related to no income tax benefit recorded on current year U.S and Japanese pre-tax losses given the Company maintains a full valuation allowance, income taxed in foreign jurisdictions at varying tax rates, nondeductible permanent differences, research and development credits, and adjustments to our deferred tax liability related to indefinite lived intangibles.

For the ~~six~~nine months ended ~~August~~November 3130, 2024, the Company recorded an income tax provision of $1493,~~006,~~ which includes a discrete income tax provision of $1,~~158~~201 related primarily to increases in valuation allowance related to deferred tax assets in Canada ~~(as discussed above)~~ and Australia. The effective tax rate for the ~~six~~nine months ended ~~August~~November 3130, 2024 was an income tax expense of 130.69% on pre-tax loss of $757,~~379~~353. The effective tax rate for the ~~six~~nine months ended ~~August~~November 3130, 2024 differs from the U.S. statutory rate of 21% as a result of a number of factors, primarily related to no income tax benefit recorded on current year ~~U.S.~~Australia, Denmark, and ~~Japanese~~Japan pre-tax losses given the Company maintains a full valuation allowance, the impairment of non-deductible goodwill for which no tax benefit was provided, income taxed in foreign jurisdictions at varying tax rates, nondeductible permanent differences, research and development credits, adjustments to the deferred tax liability related to indefinite lived intangibles, and the discrete items discussed above.

For the ~~six~~nine months ended ~~August~~November 3130, 2023, the Company recorded an income tax benefit of $~~151~~54, which includes a discrete income tax benefit of $~~317~~515 related primarily to the finalization of certain tax filings and the reversal of uncertain tax position liabilities as a result of the lapse of the applicable statute of limitations, offset by the remeasurement of state deferred taxes based on law changes enacted during the period. The effective tax rate for the ~~six~~nine months ended ~~August~~November 3130, 2023 was an income tax benefit of 0.62% on pre-tax loss of $2423,~~433~~553. The effective tax rate for the ~~six~~nine months ended ~~August~~November 3130, 2023 differs from the U.S. statutory rate of 21% as a result of a number of factors, primarily related to no income tax benefit recorded on current year U.S and Japanese pre-tax losses given the Company maintains a full valuation allowance, income taxed in foreign jurisdictions at varying tax rates, nondeductible permanent differences, research and development credits, and adjustments to our deferred tax liability related to indefinite lived intangibles.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are not financial measures recognized by GAAP. EBITDA represents net loss attributable to VOXX International Corporation and Subsidiaries, computed in accordance with GAAP, before interest expense and bank charges, taxes, and depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted for stock-based compensation expense, gains on the sale of certain assets and businesses, foreign currency gains and losses, restructuring expenses, goodwill and intangible asset impairments, certain non-routine ~~legal~~and non-recurring fees, and awards. Depreciation, amortization, stock-based compensation, ~~and~~ foreign currency gains and losses, and goodwill and intangible asset impairments are non-cash items.

We present EBITDA and Adjusted EBITDA in this Form 10-Q because we consider them to be useful and appropriate supplemental measures of our performance. Adjusted EBITDA helps us to evaluate our performance without the effects of certain GAAP calculations that may not have a direct cash impact on our current operating performance. In addition, the exclusion of certain costs or gains relating to certain events allows for a more meaningful comparison of our results from period-to-period. These non-GAAP measures, as we define them, are not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other companies. EBITDA and Adjusted EBITDA should not be assessed in isolation from, are not intended to represent, and should not be considered to be more meaningful measures than, or alternatives to, measures of operating performance as determined in accordance with GAAP.

44Reconciliation of GAAP Net (Loss) Income Attributable to VOXX International Corporation to EBITDA and Adjusted EBITDA

certain costs or gains relating to certain events allows for a more meaningful comparison of our results from period-to-period. These non-GAAP measures, as we define them, are not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other companies. EBITDA and Adjusted EBITDA should not be assessed in isolation from, are not intended to represent, and should not be considered to be more meaningful measures than, or alternatives to, measures of operating performance as determined in accordance with GAAP.


	Three months ended November 30,					Nine months ended November 30,
	2024			2023		2024			2023
Net (loss) income attributable to VOXX International Corporation and Subsidiaries	$	(43,966	)	$	1,912	$	(50,823	)	$	(19,890	)
Adjustments:
Interest expense and bank charges (1)		1,144			1,688		4,825			4,405
Depreciation and amortization (1)		2,569			2,808		8,024			9,003
Income tax (benefit) expense		(513	)		97		493			(54	)
EBITDA		(40,766	)		6,505		(37,481	)		(6,536	)
Stock-based compensation		262			177		820			643
Gain on sale of tradename		-			-		-			(450	)
Gain on sale of business		-			-		(8,300	)		-
Gain on sale of assets		(7,299	)		-		(9,453	)		-
Foreign currency losses (1)		2,413			144		1,058			2,320
Restructuring expenses		49			101		2,378			2,168
Goodwill impairment charges (1)		24,985			-		24,985			-
Intangible asset impairment charges (1)		14,411			-		14,411			-
Non-recurring ERP implementation costs		-			-

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