Correspondence 0000950170-24-038179 from VOXX International Corp (CIK 0000807707)
VOXX International Corp (CIK 0000807707)
Date: March 28, 2024 · CIK: 0000807707 · Accession: 0000950170-24-038179
AI Filing Summary & Sentiment
File numbers found in text: 001-09532
Referenced dates: February 23, 2024, January 29, 2024
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CORRESP
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CORRESP
March 28, 2024
Division of Corporation Finance
Office of Trade & Services
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: VOXX International Corporation
Form 10-K for Fiscal Year Ended February 28, 2023
Form 10-Q for Fiscal Quarter Ended November 30, 2023
File No. 001-09532
To Ms. Franks and Mr. Decker:
On behalf of VOXX International Corporation (the "Company" or "Voxx"), this letter shall serve as an addendum to the Company's previous letter dated February 23, 2024, which was sent in response to the Staff's comment letter dated January 29, 2024. Further to the telephone discussion between the Staff and representatives of the Company, in this letter we are providing additional information regarding our most recently filed Form 10-K for the Fiscal Year Ended February 28, 2023 and our most recently filed Form 10-Q for the Fiscal Quarter Ended November 30, 2023, as indicated above. The responses below are numbered consistent with the original comments in the January 29, 2024 letter received from the Staff.
1. In addition to our response submitted to the SEC Staff on February 23, 2024, the Company provides below the revised Consolidated Balance Sheets as of February 28, 2023, May 31, 2023, August 31, 2023, and November 30, 2023; the revised Statements of Stockholders' Equity for the years ended February 28, 2023 and February 28, 2022, and for the nine months ended November 30, 2023; and a separate Rollforward of Redeemable Equity for the years ended February 28, 2023 and February 28, 2022, and for the nine months ended November 30, 2023. We have removed the line items/columns deducting redeemable equity inside of stockholders' equity from these financial statements. The separate rollforward of Redeemable Equity within the Accounting for Stock-Based Compensation footnote in the Company's Form 10-K and Form 10Q. These presentations will be included in all future filings.
VOXX International Corporation and Subsidiaries
Consolidated Balance Sheet
February 28, 2023 (As Revised)
Assets
Current assets:
Cash and cash equivalents
$
6,134
Accounts receivable, net
82,753
Inventory, net
175,129
Receivables from vendors
112
Prepaid expenses and other current assets
19,817
Income tax receivable
1,076
Total current assets
285,021
Investment securities
1,053
Equity investments
22,018
Property, plant and equipment, net
47,044
Operating lease, right of use assets
3,632
Goodwill
65,308
Intangible assets, net
90,437
Deferred income tax assets
1,218
Other assets
3,720
Total assets
$
519,451
Liabilities, Redeemable Equity, Redeemable Non-Controlling Interest, and Stockholders' Equity
Current liabilities:
Accounts payable
$
35,099
Accrued expenses and other current liabilities
41,856
Income taxes payable
2,276
Accrued sales incentives
21,778
Contingent consideration, current
4,500
Interim arbitration award payable
43,388
Contract liabilities, current
3,990
Current portion of long-term debt
500
Total current liabilities
153,387
Long-term debt, net of debt issuance costs
37,513
Finance lease liabilities, less current portion
63
Operating lease liabilities, less current portion
2,509
Deferred compensation
1,053
Deferred income tax liabilities
4,855
Other tax liabilities
966
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC
7,317
Other long-term liabilities
2,947
Total liabilities
210,610
Commitments and contingencies
Redeemable equity
4,018
Redeemable non-controlling interest
(893
)
Stockholders' equity:
Preferred stock:
No shares issued or outstanding
—
Common stock:
Class A, $.01 par value; 60,000,000 shares authorized, 23,960,603 shares issued and 20,589,946 shares outstanding at February 28, 2023
240
Class B Convertible, $.01 par value, 10,000,000 shares authorized, 2,260,954 shares issued and outstanding
22
Paid-in capital
292,565
Retained earnings
99,122
Accumulated other comprehensive loss
(18,680
)
Less: Treasury stock, at cost, 3,370,657 shares of Class A Common Stock at February 28, 2023
(30,285
)
Total VOXX International Corporation stockholders' equity
342,984
Non-controlling interest
(37,268
)
Total stockholders' equity
305,716
Total liabilities, redeemable equity, redeemable non-controlling interest, and stockholders' equity
$
519,451
VOXX International Corporation and Subsidiaries
Consolidated Balance Sheet
May 31, 2023 (As Revised)
Assets
Current assets:
Cash and cash equivalents
$
5,235
Accounts receivable, net
65,249
Inventory, net
184,355
Receivables from vendors
135
Due from GalvanEyes LLC
1,250
Prepaid expenses and other current assets
20,401
Income tax receivable
2,054
Total current assets
278,679
Investment securities
898
Equity investments
22,038
Property, plant and equipment, net
46,298
Operating lease, right of use assets
3,449
Goodwill
64,960
Intangible assets, net
88,525
Deferred income tax assets
1,202
Other assets
2,892
Total assets
$
508,941
Liabilities, Redeemable Equity, Redeemable Non-Controlling Interest, and Stockholders' Equity
Current liabilities:
Accounts payable
$
46,874
Accrued expenses and other current liabilities
41,220
Income taxes payable
1,884
Accrued sales incentives
17,662
Contingent consideration, current
4,500
Interim arbitration award payable
44,375
Contract liabilities, current
3,865
Current portion of long-term debt
1,568
Total current liabilities
161,948
Long-term debt, net of debt issuance costs
33,947
Finance lease liabilities, less current portion
31
Operating lease liabilities, less current portion
2,369
Deferred compensation
898
Deferred income tax liabilities
4,629
Other tax liabilities
854
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC
8,567
Other long-term liabilities
2,216
Total liabilities
215,459
Commitments and contingencies
Redeemable equity
4,041
Redeemable non-controlling interest
(1,187
)
Stockholders' equity:
Preferred stock:
No shares issued or outstanding
—
Common stock:
Class A, $.01 par value; 60,000,000 shares authorized, 23,960,603 shares issued and 20,218,859 shares outstanding at May 31, 2023
240
Class B Convertible, $.01 par value, 10,000,000 shares authorized, 2,260,954 shares issued and outstanding
22
Paid-in capital
292,800
Retained earnings
88,384
Accumulated other comprehensive loss
(18,503
)
Less: Treasury stock, at cost, 3,741,744 shares of Class A Common Stock at May 31, 2023
(34,398
)
Total VOXX International Corporation stockholders' equity
328,545
Non-controlling interest
(37,917
)
Total stockholders' equity
290,628
Total liabilities, redeemable equity, redeemable non-controlling interest, and stockholders' equity
$
508,941
VOXX International Corporation and Subsidiaries
Consolidated Balance Sheet
August 31, 2023 (As Revised)
Assets
Current assets:
Cash and cash equivalents
$
5,934
Accounts receivable, net
62,184
Inventory, net
174,195
Receivables from vendors
338
Due from GalvanEyes LLC
2,500
Prepaid expenses and other current assets
19,816
Income tax receivable
1,079
Total current assets
266,046
Investment securities
934
Equity investments
21,663
Property, plant and equipment, net
45,931
Operating lease, right of use assets
3,397
Goodwill
64,297
Intangible assets, net
86,473
Deferred income tax assets
1,209
Other assets
3,067
Total assets
$
493,017
Liabilities, Redeemable Equity, Redeemable Non-Controlling Interest, and Stockholders' Equity
Current liabilities:
Accounts payable
$
36,786
Accrued expenses and other current liabilities
40,036
Income taxes payable
1,593
Accrued sales incentives
18,598
Contingent consideration, current
4,500
Interim arbitration award payable
45,987
Contract liabilities, current
3,520
Current portion of long-term debt
500
Total current liabilities
151,520
Long-term debt, net of debt issuance costs
41,213
Finance lease liabilities, less current portion
366
Operating lease liabilities, less current portion
2,390
Deferred compensation
934
Deferred income tax liabilities
4,599
Other tax liabilities
875
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC
9,817
Other long-term liabilities
2,146
Total liabilities
213,860
Commitments and contingencies
Redeemable equity
4,064
Redeemable non-controlling interest
(2,093
)
Stockholders' equity:
Preferred stock:
No shares issued or outstanding
—
Common stock:
Class A, $.01 par value; 60,000,000 shares authorized, 23,975,603 shares issued and 19,966,028 shares outstanding at August 31, 2023
240
Class B Convertible, $.01 par value, 10,000,000 shares authorized, 2,260,954 shares issued and outstanding
22
Paid-in capital
292,985
Retained earnings
77,320
Accumulated other comprehensive loss
(17,654
)
Less: Treasury stock, at cost, 4,009,575 shares of Class A Common Stock at August 31, 2023
(37,257
)
Total VOXX International Corporation stockholders' equity
315,656
Non-controlling interest
(38,470
)
Total stockholders' equity
277,186
Total liabilities, redeemable equity, redeemable non-controlling interest, and stockholders' equity
$
493,017
VOXX International Corporation and Subsidiaries
Consolidated Balance Sheet
November 30, 2023 (As Revised)
Assets
Current assets:
Cash and cash equivalents
$
10,393
Accounts receivable, net
91,631
Inventory, net
146,244
Receivables from vendors
1,668
Due from GalvanEyes LLC
2,547
Prepaid expenses and other current assets
20,259
Income tax receivable
1,354
Total current assets
274,096
Investment securities
909
Equity investments
21,523
Property, plant and equipment, net
45,857
Operating lease, right of use assets
3,082
Goodwill
64,122
Intangible assets, net
84,760
Deferred income tax assets
1,209
Other assets
2,831
Total assets
$
498,389
Liabilities, Redeemable Equity, Redeemable Non-Controlling Interest, and Stockholders' Equity
Current liabilities:
Accounts payable
$
35,818
Accrued expenses and other current liabilities
41,073
Income taxes payable
170
Accrued sales incentives
24,036
Interim arbitration award payable
46,738
Contract liabilities, current
3,341
Current portion of long-term debt
500
Total current liabilities
151,676
Long-term debt, net of debt issuance costs
47,088
Finance lease liabilities, less current portion
319
Operating lease liabilities, less current portion
2,192
Deferred compensation
909
Deferred income tax liabilities
4,777
Other tax liabilities
768
Prepaid ownership interest in EyeLock LLC due to GalvanEyes LLC
9,817
Other long-term liabilities
2,120
Total liabilities
219,666
Commitments and contingencies
Redeemable equity
4,087
Redeemable non-controlling interest
(2,691
)
Stockholders' equity:
Preferred stock:
No shares issued or outstanding
—
Common stock:
Class A, $.01 par value; 60,000,000 shares authorized, 23,980,603 shares issued and 19,754,428 shares outstanding at November 30, 2023
240
Class B Convertible, $.01 par value, 10,000,000 shares authorized, 2,260,954 shares issued and outstanding
22
Paid-in capital
293,139
Retained earnings
79,232
Accumulated other comprehensive loss
(17,405
)
Less: Treasury stock, at cost, 4,226,175 shares of Class A Common Stock at November 30, 2023
(38,940
)
Total VOXX International Corporation stockholders' equity
316,288
Non-controlling interest
(38,961
)
Total stockholders' equity
277,327
Total liabilities, redeemable equity, redeemable non-controlling interest, and stockholders' equity
$
498,389
VOXX International Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity
Years Ended February 28, 2023 and February 28, 2022 (As Revised)
Class A
and Class B
Common
Stock
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests
Treasury
Stock
Total
Stock-
holders'
Equity
Balances at February 28, 2021
264
297,145
148,906
(14,977
)
(31,351
)
(23,918
)
376,069
Net loss
—
—
(22,333
)
—
(3,649
)
—
(25,982
)
Other comprehensive loss, net of tax
—
—
—
(2,526
)
—
—
(2,526
)
Settlement of 60,693 shares of Class A Common Stock upon vesting of stock awards, net of withholding taxes
—
(856
)
—
—
—
—
(856
)
Repurchase of 113,000 shares of Class A Common Stock
—
—
—
—
—
(1,220
)
(1,220
)
Stock-based compensation expense
(1
)
618
—
—
—
—
617
Balances at February 28, 2022
263
296,907
126,573
(17,503
)
(35,000
)
(25,138
)
346,102
Net loss
—
—
(27,451
)
—
(2,268
)
—
(29,719
)
Other comprehensive loss, net of tax
—
—
—
(1,177
)
—
—
(1,177
)
Cash settlement of market stock units upon vesting of 80% of award
—
(4,000
)
—
—
—
—
(4,000
)
Settlement of 61,337 shares of Class A Common Stock upon vesting of stock awards, net of withholding taxes
1
(404
)
—
—
—
—
(403
)
Repurchase of 508,439 shares of Class A Common Stock
—
—
—
—
—
(5,147
)
(5,147
)
Reclassification of stockholders' equity to redeemable equity
—
63
—
—
—
—
63
Settlement of SERP restricted stock units
—
(81
)
—
—
—
—
(81
)
Stock-based compensation expense
(2
)
80
—
—
—
—
78
Balances at February 28, 2023
$
262
$
292,565
$
99,122
$
(18,680
)
$
(37,268
)
$