VOXX International (VOXX) - 2022 Q2 - Quarterly Report

PART I FINANCIAL INFORMATION Presents unaudited consolidated financial statements and management's discussion and analysis of financial condition and results of operations ITEM 1. FINANCIAL STATEMENTS Presents unaudited consolidated financial statements, including balance sheets, income, equity, and cash flow statements, with detailed notes Consolidated Balance Sheets Provides a snapshot of the company's assets, liabilities, and equity at specific reporting dates Consolidated Balance Sheet Highlights (Amounts in thousands) | Metric | August 31, 2021 | February 28, 2021 | | :-------------------------- | :---------------- | :------------------ | | Total Assets | $534,822 | $550,818 | | Total Liabilities | $156,648 | $171,489 | | Total Stockholders' Equity | $374,829 | $376,069 | | Cash and cash equivalents | $41,051 | $59,404 | | Inventory | $145,711 | $130,793 | | Accounts receivable, net | $90,346 | $106,165 | | Total current liabilities | $133,812 | $146,796 | | Goodwill | $56,958 | $58,311 | | Intangible assets, net | $87,192 | $90,104 | Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income Details the company's revenues, expenses, and net income or loss over specific reporting periods Consolidated Statements of Operations Highlights (Amounts in thousands, except per share data) | Metric | 3 Months Ended Aug 31, 2021 | 3 Months Ended Aug 31, 2020 | 6 Months Ended Aug 31, 2021 | 6 Months Ended Aug 31, 2020 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net sales | $143,109 | $128,032 | $280,169 | $200,019 | | Gross profit | $37,186 | $38,076 | $73,881 | $58,051 | | Operating (loss) income | $(2,738) | $8,517 | $(3,094) | $444 | | Net income (loss) attributable to VOXX International Corporation | $311 | $7,340 | $3,027 | $(932) | | Income (loss) per share - basic | $0.01 | $0.30 | $0.12 | $(0.04) | | Income (loss) per share - diluted | $0.01 | $0.30 | $0.12 | $(0.04) | Unaudited Consolidated Statements of Stockholders' Equity Outlines changes in equity from net income, other comprehensive income, and stock transactions Stockholders' Equity Highlights (Amounts in thousands) | Metric | February 28, 2021 | August 31, 2021 | | :------------------------------------ | :---------------- | :---------------- | | Total Stockholders' Equity | $376,069 | $374,829 | | Net income (loss) (6 months) | N/A | $3,027 | | Other comprehensive income, net of tax (6 months) | N/A | $(1,149) | | Repurchase of Class A common stock (6 months) | N/A | $(1,220) | | Treasury stock, at cost | $(23,918) | $(25,138) | Unaudited Consolidated Statements of Cash Flows Reports cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Cash Flows Highlights (Amounts in thousands) | Cash Flow Activity (6 months ended Aug 31) | 2021 | 2020 | | :--------------------------------------- | :----- | :----- | | Net cash used in operating activities | $(5,529) | $(90) | | Net cash used in investing activities | $(10,228) | $(12,104) | | Net cash (used in) provided by financing activities | $(2,375) | $19,496 | | Net (decrease) increase in cash and cash equivalents | $(18,353) | $8,464 | | Cash and cash equivalents at end of period | $41,051 | $45,889 | Notes to Unaudited Consolidated Financial Statements Provides detailed explanations and disclosures supporting the consolidated financial statements (1) Basis of Presentation Explains the accounting principles and reporting framework used for the financial statements * The interim consolidated financial statements are prepared in accordance with GAAP and SEC rules, including normal recurring adjustments, and should be read in conjunction with the Company's Form 10-K for the fiscal year ended February 28, 2021[19] * The Company operates in three reportable segments: Automotive Electronics, Consumer Electronics, and Biometrics[20] (2) Acquisition and Pending Acquisition Transaction Details recent and pending acquisitions, including their financial impact and strategic rationale * On July 1, 2020, the Company acquired Directed LLC's aftermarket vehicle remote start and security systems and connected car solutions businesses for $11,000k cash, expanding market share in Automotive Electronics[21] DEI Net Sales Contribution to Consolidated Net Sales | Period | 2021 | 2020 | | :-------------------------- | :--- | :--- | | Three months ended Aug 31 | 9.5% | 3.7% | | Six months ended Aug 31 | 9.1% | 2.4% | * Goodwill decreased by $1,690k due to a cumulative net measurement period adjustment related to the Directed LLC acquisition[23] * On April 29, 2021, the Company's subsidiary, PAC, signed a Letter of Intent to acquire Onkyo Home Entertainment Corporation's home audio/video business with Sharp Corporation through a joint venture (PAC owns ~77%, Sharp ~23%); the transaction was completed on September 8, 2021[24][26] * A promissory note to Onkyo for $8,390k was outstanding as of August 31, 2021, for funding operating requirements, which was settled as part of PAC's contribution to the joint venture[25][26] (3) Net Income (Loss) Per Common Share Presents the calculation of basic and diluted earnings per share for common stock Weighted-Average Common Shares Outstanding | Metric | 3 Months Ended Aug 31, 2021 | 3 Months Ended Aug 31, 2020 | 6 Months Ended Aug 31, 2021 | 6 Months Ended Aug 31, 2020 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Weighted-average common shares outstanding (basic) | 24,281,220 | 24,224,478 | 24,273,731 | 24,223,935 | | Weighted-average common shares and potential common shares outstanding (diluted) | 24,855,307 | 24,552,064 | 24,890,641 | 24,223,935 | (4) Investment Securities Details the fair value and nature of the company's investment securities, primarily mutual funds Investment Securities (Mutual Funds) (Amounts in thousands) | Date | Fair Value | | :--------------- | :--------- | | August 31, 2021 | $1,544 | | February 28, 2021 | $1,777 | * Mutual funds are held in connection with the Company's deferred compensation plan, with changes in carrying value offset by changes in the corresponding deferred compensation liability[30] (5) Fair Value Measurements and Derivatives Describes the valuation methods for financial instruments and the use of derivatives for hedging * The Company classifies fair value measurements into Level 1 (quoted market prices) and Level 2 (observable inputs), with no Level 3 assets or liabilities at August 31, 2021, or February 28, 2021[32][33] * Derivative instruments include forward foreign currency contracts to hedge foreign currency inventory purchases and an interest rate swap agreement to hedge interest rate exposure on the Florida Mortgage[35] Total Derivatives (Net Liability) (Amounts in thousands) | Date | Fair Value | | :--------------- | :--------- | | August 31, 2021 | $(385) | | February 28, 2021 | $(765) | * As of August 31, 2021, the outstanding notional value of forward foreign currency contracts was $5,400k, and the interest rate swap was $6,866k, locking the Florida Mortgage interest rate at 3.48% through March 2026[38][35] (6) Accumulated Other Comprehensive Loss Reports changes in accumulated other comprehensive loss, primarily from foreign currency translation Accumulated Other Comprehensive Loss (Amounts in thousands) | Date | Balance | | :--------------- | :-------- | | February 28, 2021 | $(14,977) | | August 31, 2021 | $(15,634) | * The increase in accumulated other comprehensive loss is primarily due to foreign currency translation adjustments of $(962)k for the six months ended August 31, 2021[40][41] (7) Supplemental Cash Flow Information Provides additional details on non-cash investing and financing activities and cash payments Non-Cash Investing and Financing Activities (6 months ended Aug 31, 2021) (Amounts in thousands) | Activity | Amount | | :------------------------------------------ | :----- | | Change in redeemable equity | $85 | | Change in goodwill due to measurement period adjustments, net | $(1,353) | Cash Paid During the Period (6 months ended Aug 31, 2021) (Amounts in thousands) | Activity | Amount | | :-------------------------------- | :----- | | Interest (excluding bank charges) | $310 | | Income taxes (net of refunds) | $402 | (8) Accounting for Stock-Based Compensation Outlines the company's stock-based compensation plans and related expense recognition * The Company grants restricted stock awards under the 2012 Equity Incentive Plan and Restricted Stock Units (RSUs) under the 2014 Omnibus Equity Incentive Plan[44][46] * Stock awards issued to the CEO are presented as redeemable equity due to certain change of control redemption rights[50] Total Stock-Based Compensation Expense (Amounts in thousands) | Period | 2021 | 2020 | | :-------------------------- | :--- | :--- | | Three months ended Aug 31 | $237 | $335 | | Six months ended Aug 31 | $473 | $686 | * As of August 31, 2021, there was approximately $1,656k of unrecognized stock-based compensation expense related to unvested RSU awards, stock grants, and MSUs[52] (9) Supply Chain Financing Describes the use of supply chain financing and factoring to manage cash flow and receivables * The Company uses supply chain financing and factoring agreements to accelerate receivable collection and manage cash flow, accounting for these as sales of accounts receivable without recourse[52] Total Receivable Balances Sold (Net of Discounts) (Amounts in thousands) | Period | 2021 | 2020 | | :-------------------------- | :----- | :----- | | Three months ended Aug 31 | $29,975 | $19,320 | | Six months ended Aug 31 | $42,176 | $39,184 | (10) Research and Development Details the company's research and development expenditures and accounting treatment Research and Development Expenditures (Amounts in thousands) | Period | 2021 | 2020 | | :-------------------------- | :----- | :----- | | Three months ended Aug 31 | $3,624 | $1,666 | | Six months ended Aug 31 | $5,945 | $3,521 | * Expenditures for research and development are charged to expense as incurred and included within Engineering and technical support expenses, net of customer reimbursements[53][54] (11) Goodwill and Intangible Assets Provides a breakdown of goodwill and intangible assets by segment and asset type Goodwill by Segment (Amounts in thousands) | Segment | August 31, 2021 | | :------------------- | :---------------- | | Automotive Electronics | $10,425 | | Consumer Electronics | $46,533 | | Total Goodwill, net | $56,958 | * Automotive Electronics goodwill decreased by $1,353k due to measurement period adjustments[55] Intangible Assets, Net (August 31, 2021) (Amounts in thousands) | Asset Type | Total Net Book Value | | :-------------------------- | :------------------- | | Finite-lived intangible assets | $23,948 | | Indefinite-lived intangible assets (Trademarks) | $63,244 | | Total intangible assets, net | $87,192 | Amortization Expense (Amounts in thousands) | Period | 2021 | 2020 | | :-------------------------- | :----- | :----- | | Three months ended Aug 31 | $1,375 | $1,327 | | Six months ended Aug 31 | $2,786 | $2,496 | (12) Equity Investment Details the company's non-controlling equity interest in ASA Electronics, LLC and its financial contribution * The Company holds a 50% non-controlling ownership interest in ASA Electronics, LLC, a distributor of mobile electronics for niche automotive markets[58] ASA Electronics, LLC Summary Financial Information (6 months ended Aug 31) (Amounts in thousands) | Metric | 2021 | 2020 | | :--------------- | :----- | :----- | | Net sales | $61,560 | $40,858 | | Net income | $9,516 | $5,490 | Company's Share of Income from ASA (Amounts in thousands) | Period | 2021 | 2020 | | :-------------------------- | :----- | :----- | | Three months ended Aug 31 | $2,035 | $1,883 | | Six months ended Aug 31 | $4,758 | $2,745 | (13) Income Taxes Presents income tax benefit/expense and effective tax rates, explaining key variances Income Tax (Benefit) Expense (Amounts in thousands) | Period | 2021 | 2020 | | :-------------------------- | :----- | :----- | | Three months ended Aug 31 | $(217) | $2,609 | | Six months ended Aug 31 | $267 | $4,390 | Effective Tax Rates | Period | Pre-tax (Loss) Income | Effective Tax Rate | | :-------------------------- | :-------------------- | :----------------- | | 3 months ended Aug 31, 2021 | $(909) | (23.9)% | | 3 months ended Aug 31, 2020 | $9,164 | 28.5% | | 6 months ended Aug 31, 2021 | $1,372 | 19.5% | | 6 months ended Aug 31, 2020 | $1,840 | 238.6% | * The effective tax rates differ from the U.S. statutory rate due to factors including non-controlling interest, state and local income taxes, nondeductible permanent differences, foreign income, and valuation allowance adjustments[64][66] * As of August 31, 2021, the Company had an uncertain tax position liability of $1,007k, including interest and penalties[67] (14) Inventory Provides a detailed breakdown of inventory by raw materials, work in process, and finished goods Inventory by Major Category (Amounts in thousands) | Category | August 31, 2021 | February 28, 2021 | | :--------------- | :---------------- | :------------------ | | Raw materials | $21,944 | $21,228 | | Work in process | $1,717 | $1,732 | | Finished goods | $122,050 | $107,833 | | Total Inventory | $145,711 | $130,793 | (15) Product Warranties and Product Repair Costs Details the activity and balances related to product warranty liabilities and repair costs Product Warranties and Product Repair Costs Activity (Amounts in thousands) | Metric | 3 Months Ended Aug 31, 2021 | 3 Months Ended Aug 31, 2020 | 6 Months Ended Aug 31, 2021 | 6 Months Ended Aug 31, 2020 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Opening balance | $5,390 | $4,566 | $5,290 | $4,748 | | Liabilities for warranties accrued during the period | $537 | $684 | $1,237 | $1,475 | | Warranty claims settled during the period | $(1,080) | $(930) | $(1,680) | $(1,903) | | Ending balance | $4,495 | $5,520 | $4,495 | $5,520 | (16) Financing Arrangements Describes the company's debt structure, credit facilities, and related financing costs Debt Structure (Amounts in thousands) | Debt Type | August 31, 2021 | February 28, 2021 | | :------------------------------------ | :---------------- | :------------------ | | Florida mortgage | $6,866 | $7,114 | | Euro asset-based lending obligation - VOXX Germany | $828 | $0 | | Total debt | $7,694 | $7,114 | | Long-term debt, net of debt issuance costs | $5,192 | $5,962 | * The Company has a senior secured Credit Facility with committed availability of up to $140,000k, maturing on April 19, 2026; availability was $107,422k as of August 31, 2021[73][74] * The Florida Mortgage bears interest at 70% of 1-month LIBOR plus 1.54% and is hedged by an interest rate swap agreement locking the rate at 3.48% through March 2026[81][83] * A Euro Asset-Based Lending credit facility for VOXX Germany has a credit limit of €8,000k and expires on July 31, 2023[84] * The net unamortized balance of deferred financing costs related to the Credit Facility was $1,033k as of August 31, 2021[80] (17) Other Income (Expense) Breaks down various non-operating income and expense items, including foreign currency and interest Other Income (Expense) Breakdown (Amounts in thousands) | Metric | 3 Months Ended Aug 31, 2021 | 3 Months Ended Aug 31, 2020 | 6 Months Ended Aug 31, 2021 | 6 Months Ended Aug 31, 2020 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Foreign currency (loss) gain | $(2) | $(363) | $114 | $(479) | | Interest income | $5 | $(15) | $12 | $71 | | Rental income | $197 | $182 | $361 | $368 | | Miscellaneous | $176 | $(30) | $331 | $500 | | Total other, net | $376 | $(226) | $818 | $460 | (18) Foreign Currency Discusses the impact of foreign currency fluctuations on financial results and specific subsidiary operations * The Company's Venezuela subsidiary is accounted for as hyper-inflationary, with operations suspended and long-lived assets having no value at August 31, 2021[86][87] * Net currency exchange gains and losses for the three and six months ended August 31, 2021, were not significant[86] (19) Lease Obligations Details the company's operating and finance lease assets and liabilities, including terms and discount rates * The Company accounts for operating and finance leases in accordance with ASC 842, with remaining lease terms ranging from less than 1 year to 10 years[88][89] Lease Information (Amounts in thousands) | Metric | August 31, 2021 | February 28, 2021 | | :-------------------------------- | :---------------- | :------------------ | | Operating lease, right of use assets | $4,309 | $4,572 | | Total operating lease liabilities | $4,428 | $4,701 | | Total finance lease right of use assets | $475 | $698 | | Total finance lease liabilities | $490 | $720 | | Weighted Average Remaining Lease Term (Operating) | 6.1 years | 6.0 years | | Weighted Average Remaining Lease Term (Finance) | 1.6 years | 1.8 years | | Weighted Average Discount Rate (Operating) | 4.24% | 4.49% | | Weighted Average Discount Rate (Finance) | 3.87% | 3.87% | (20) Capital Structure Outlines the company's outstanding shares, repurchase activities, and authorized stock Shares Outstanding (August 31, 2021) | Class | Shares Outstanding | | :----------------- | :----------------- | | Class A Common Stock | 21,614,629 | | Class B Common Stock | 2,260,954 | | Treasury Stock at cost | 2,862,218 | * During the three and six months ended August 31, 2021, the Company repurchased 113,000 shares of common stock for an aggregate cost of $1,220k[95] * As of August 31, 2021, 2,305,876 shares of Class A common stock are authorized for repurchase in the open market[95] (21) Variable Interest Entity Discusses the consolidation of EyeLock LLC as a VIE and related financial arrangements * The Company consolidates EyeLock LLC, an iris-based identity authentication solutions provider, as a Variable Interest Entity (VIE) due to its majority voting interest and significant financial support[99] * A promissory note to EyeLock LLC had an outstanding balance of $65,231k as of August 31, 2021, convertible into units of EyeLock LLC at Voxx's sole option[98][96] * EyeLock LLC entered a three-year exclusive distribution agreement with GalvanEyes LLC (managed by a significant Voxx shareholder) for certain territories, with annual fees up to $5,000k[100] EyeLock LLC Revenues and Expenses (Amounts in thousands) | Metric | 3 Months Ended Aug 31, 2021 | 3 Months Ended Aug 31, 2020 | 6 Months Ended Aug 31, 2021 | 6 Months Ended Aug 31, 2020 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net sales | $253 | $263 | $458 | $360 | | Net loss | $(2,575) | $(2,014) | $(4,928) | $(4,151) | (22) Segment Reporting Provides financial performance data for the Automotive Electronics, Consumer Electronics, and Biometrics segments * The Company operates in three reportable segments: Automotive Electronics, Consumer Electronics, and Biometrics[103] Net Sales by Segment (Amounts in thousands) | Segment | 3 Months Ended Aug 31, 2021 | 3 Months Ended Aug 31, 2020 | 6 Months Ended Aug 31, 2021 | 6 Months Ended Aug 31, 2020 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Automotive Electronics | $45,761 | $32,633 | $88,418 | $49,909 | | Consumer Electronics | $96,959 | $94,992 | $191,072 | $149,506 | | Biometrics | $253 | $263 | $458 | $360 | | Corporate/Eliminations | $136 | $144 | $221 | $244 | | Total Net Sales | $143,109 | $128,032 | $280,169 | $200,019 | Income (Loss) Before Income Taxes by Segment (Amounts in thousands) | Segment | 3 Months Ended Aug 31, 2021 | 3 Months Ended Aug 31, 2020 | 6 Months Ended Aug 31, 2021 | 6 Months Ended Aug 31, 2020 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Automotive Electronics | $926 | $239 | $4,156 | $(2,871) | | Consumer Electronics | $2,439 | $12,789 | $7,907 | $12,736 | | Biometrics | $(2,575) | $(2,014) | $(4,928) | $(4,151) | | Corporate/Eliminations | $(1,699) | $(1,850) | $(5,763) | $(3,874) | | Total | $(909) | $9,164 | $1,372 | $1,840 | (23) Revenue from Contracts with Customers Explains revenue recognition policies and provides a breakdown of net sales by segment and product type * The Company recognizes revenue primarily at a point in time for product sales, with certain telematic subscription revenues recognized over time[112] * Contract liability balances totaled $4,641k at August 31, 2021, related to telematic subscription services[115] Net Sales by Segment and Product Type (Amounts in thousands) | Product Type | 3 Months Ended Aug 31, 2021 | 3 Months Ended Aug 31, 2020 | 6 Months Ended Aug 31, 2021 | 6 Months Ended Aug 31, 2020 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Automotive Electronics Segment | | | | | | OEM Products | $16,403 | $10,714 | $31,317 | $18,373 | | Aftermarket Products | $29,358 | $21,919 | $57,101 | $31,536 | | Consumer Electronics Segment | | | | | | Premium Audio Products | $76,140 | $69,282 | $147,733 | $103,820 | | Other Consumer Electronic Products | $20,819 | $25,710 | $43,339 | $45,686 | | Biometrics Segment | | | | | | Biometric Products | $253 | $263 | $458 | $360 | | Total Net Sales | $143,109 | $128,032 | $280,169 | $200,019 | (24) Contingencies Addresses potential legal proceedings and other contingent liabilities impacting the company * The Company is involved in routine legal proceedings and may face claims for intellectual property infringement[117][118] * Management believes that current outstanding litigation matters will not have a material adverse effect on the Company's financial statements[117] (25) New Accounting Pronouncements Discusses recently issued accounting standards and their potential impact on the financial statements * The Company is evaluating the impact of ASU No. 2020-04 and ASU No. 2021-01, related to Reference Rate Reform (LIBOR transition), on its consolidated financial statements[119] * The Company's exposure to LIBOR rates includes its Credit Facility and Florida Mortgage, and related interest swap agreement[119] (26) Subsequent Events Reports significant events occurring after the balance sheet date but before financial statement issuance * The only significant subsequent event noted is the completion of the Onkyo Home Entertainment Corporation acquisition on September 8, 2021, as disclosed in Note 2[121] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses financial condition, operational results, critical accounting policies, liquidity, capital resources, and market risks Business Overview Provides an overview of the company's operations, strategic objectives, and recent significant events * VOXX International Corporation is a leading international manufacturer and distributor in Automotive Electronics, Consumer Electronics, and Biometrics, operating through nineteen wholly-owned subsidiaries and a majority-owned subsidiary, EyeLock LLC, with over 30 global brands[125] * Despite the ongoing COVID-19 pandemic, the Company's revenues increased for the three and six months ended August 31, 2021, compared to prior year periods[127] * The Company's objective is to grow by acquiring new brands, embracing new technologies, expanding product development, and acquiring synergistic companies[132] * Key acquisitions include Directed LLC (July 2020) and the pending acquisition of Onkyo Home Entertainment Corporation (completed September 2021)[133][134] Critical Accounting Policies and Estimates Identifies key accounting policies and estimates that require significant management judgment * The Company's critical accounting policies and estimates include revenue recognition, accrued sales incentives, expected credit losses, inventory valuation, valuation of long-lived assets, goodwill/intangible asset impairment, warranties, stock-based compensation, recoverability of deferred tax assets, and uncertain tax positions[135] * No changes in critical accounting policies have occurred since February 28, 2021, but the COVID-19 pandemic could impact future estimates, potentially materially[135] Results of Operations Analyzes the company's financial performance, including sales, gross profit, and operating expenses Net Sales Analyzes changes in net sales across different segments and product categories Total Net Sales (Amounts in thousands) | Period | 2021 | 2020 | $ Change | % Change | | :----- | :----- | :----- | :------- | :------- | | 3 Months | $143,109 | $128,032 | $15,077 | 11.8% | | 6 Months | $280,169 | $200,019 | $80,150 | 40.1% | * Automotive Electronics sales increased by 40.2% (3 months) and 77.2% (6 months), primarily driven by the DEI subsidiary acquisition (+$8,800k for 3 months, +$20,700k for 6 months) and new OEM rear seat entertainment programs[137][138] * Consumer Electronics sales increased by 2.1% (3 months) and 27.8% (6 months), largely due to the 11 Trading Company LLC subsidiary (Onkyo and Pioneer products, +$11,400k for 3 months, +$17,700k for 6 months) and rebounding sales post-COVID restrictions[139][140] * Biometrics sales were relatively flat for the three months (-3.8%) but increased by 27.2% for the six months, mainly due to increased sales of the NIXT product[137][141] Gross Profit and Gross Margin Percentage Examines trends in gross profit and margin percentages by segment, highlighting key drivers Gross Margin Percentage by Segment | Segment | 3 Months Ended Aug 31, 2021 | 3 Months Ended Aug 31, 2020 | 6 Months Ended Aug 31, 2021 | 6 Months Ended Aug 31, 2020 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Automotive Electronics | 23.9% | 20.6% | 25.4% | 19.6% | | Consumer Electronics | 26.9% | 32.9% | 26.7% | 32.1% | | Biometrics | 30.4% | 0.4% | 25.5% | -6.1% | | Total | 26.0% | 29.7% | 26.4% | 29.0% | * Automotive Electronics gross margin percentages increased by 330 bps (3 months) and 580 bps (6 months), driven by higher-margin DEI subsidiary products and OEM security/remote start products[143] * Consumer Electronics gross margin percentages decreased by 600 bps (3 months) and 540 bps (6 months), primarily due to significant increases in container costs and surcharges, and lower margins on new premium wireless computer speakers and warehouse club products[144] * Biometrics gross margin percentages improved significantly due to high margins from the NIXT product and reduced pricing in the prior year[145] Operating Expenses Details changes in selling, general, administrative, and R&D expenses, explaining variances Total Operating Expenses (Amounts in thousands) | Period | 2021 | 2020 | $ Change | % Change | | :----- | :----- | :----- | :------- | :------- | | 3 Months | $39,924 | $29,559 | $10,365 | 35.1% | | 6 Months | $76,975 | $57,607 | $19,368 | 33.6% | * Selling expenses increased due to higher salary expenses (absence of COVID-19 furloughs, new subsidiary headcount), increased advertising/web fees, and higher credit card fees from DEI telematic sales[148][149] * General and administrative expenses increased due to higher salary/payroll taxes, increased professional fees (litigation, consulting for EyeLock/GalvanEyes, new subsidiaries), and increased office expenses[150][151] * Engineering and technical support expenses increased due to additional headcount from the DEI acquisition, absence of COVID-19 furloughs, and increased R&D for product development projects (Stellantis, Biometrics)[152][153] * Acquisition costs increased significantly, primarily related to consulting and due diligence fees for the Onkyo Home Entertainment Corporation acquisition[154] Other (Expense) Income Reviews non-operating income and expense items, including equity income and foreign currency impacts Total Other Income (Amounts in thousands) | Period | 2021 | 2020 | $ Change | % Change | | :----- | :----- | :----- | :------- | :------- | | 3 Months | $1,829 | $647 | $1,182 | 182.7% | | 6 Months | $4,466 | $1,396 | $3,070 | 219.9% | * Interest and bank charges decreased due to the repayment of a precautionary Credit Facility borrowing in the prior year and lower amortization of debt issuance costs[155] * Equity in income of equity investee (ASA Electronics LLC) increased significantly due to improved sales and demand post-COVID restrictions[156] * Foreign currency results improved from losses to gains, contributing to the increase in other, net[157] Income Tax Provision Discusses the income tax provision, benefit, and effective tax rates, explaining contributing factors * The Company recorded an income tax benefit of $217k for the three months ended August 31, 2021, on a pre-tax loss of $909k, and an income tax provision of $267k for the six months ended August 31, 2021, on pre-tax income of $1,372k[159][161] Effective Tax Rates | Period | Pre-tax (Loss) Income | Effective Tax Rate | | :-------------------------- | :-------------------- | :----------------- | | 3 months ended Aug 31, 2021 | $(909) | (23.9)% | | 3 months ended Aug 31, 2020 | $9,164 | 28.5% | | 6 months ended Aug 31, 2021 | $1,372 | 19.5% | | 6 months ended Aug 31, 2020 | $1,840 | 238.6% | * Effective tax rates varied due to non-controlling interest, state and local income taxes, nondeductible permanent differences, foreign income, and valuation allowance adjustments[160][163] EBITDA and Adjusted EBITDA Presents non-GAAP measures of EBITDA and Adjusted EBITDA, highlighting performance adjustments * EBITDA and Adjusted EBITDA are non-GAAP supplemental measures of performance, adjusted for non-cash items and specific costs[164][165] EBITDA and Adjusted EBITDA (Amounts in thousands) | Metric | 3 Months Ended Aug 31, 2021 | 3 Months Ended Aug 31, 2020 | 6 Months Ended Aug 31, 2021 | 6 Months Ended Aug 31, 2020 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | EBITDA | $3,249 | $13,531 | $9,599 | $10,210 | | Adjusted EBITDA | $6,350 | $14,011 | $14,623 | $10,722 | Liquidity and Capital Resources Assesses the company's ability to meet short-term and long-term obligations and fund operations Working Capital and Cash (Amounts in thousands) | Metric | August 31, 2021 | February 28, 2021 | | :-------------------------- | :---------------- | :------------------ | | Working capital | $176,632 | $172,543 | | Cash and cash equivalents | $41,051 | $59,404 | Cash Flow Activities (6 months ended Aug 31) (Amounts in thousands) | Activity | 2021 | 2020 | | :--------------------------------------- | :----- | :----- | | Operating activities | Used $5,529 | Used $90 | | Investing activities | Used $10,228 | Used $12,104 | | Financing activities | Used $2,375 | Provided $19,496 | * The Company has a senior secured Credit Facility with committed availability of up to $140,000k, with $107,422k available as of August 31, 2021, maturing on April 19, 2026[172][173] * The Company utilizes supply chain financing and factoring agreements to accelerate receivable collection and manage cash flow[179] Total Commitments (August 31, 2021) (Amounts in thousands) | Commitment Type | Total | Less than 1 Year | | :-------------------------- | :------ | :--------------- | | Total contractual cash obligations | $4,918 | $1,436 | | Other Commitments | $185,719 | $178,834 | | Total commitments | $190,637 | $180,270 | Off-Balance Sheet Arrangements Confirms the absence of material off-balance sheet arrangements impacting financial condition * The Company does not maintain any off-balance sheet arrangements, transactions, obligations, or other relationships with unconsolidated entities that would be expected to have a material current or future effect on its financial condition or results of operations[182] Related Party Transactions Discloses any transactions with related parties that could influence financial results * No related party transactions were noted in this section[183] New Accounting Pronouncements References new accounting standards and their potential impact on the company's financial reporting * The Company is required to adopt certain new accounting pronouncements, as detailed in Note 25 to the consolidated financial statements[184] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Details the Company's exposure to market risks, specifically foreign exchange risk and interest rate risk, and outlines the strategies employed to manage these exposures Foreign Exchange Risk Assesses the company's exposure to foreign currency fluctuations and hedging strategies * The Company is exposed to foreign currency exchange rate fluctuations from operations in countries including Germany, Canada, and Mexico[186] * A hypothetical 10% strengthening of the U.S. dollar would decrease sales by approximately $2,700k (3 months) and $5,300k (6 months), and net income by approximately $210k (3 months) and $400k (6 months)[186] * The Company uses forward contracts to hedge certain Euro-related transactions, with unrealized losses of $172k (3 months) and $144k (6 months) recorded in Other comprehensive income (loss)[187] * Translation exposure to foreign currencies, primarily the Euro, could result in a negative impact of $15k on Other comprehensive income (loss) for a hypothetical 10% adverse change (6 months)[188] * The Venezuelan subsidiary's operations are suspended, with no sales and minimal cash assets, and long-lived assets having no value[189] Interest Rate Risk Evaluates the impact of interest rate changes on variable-rate debt and hedging instruments * The Company is exposed to fluctuations in interest rates on its variable-rate bank loans and investments[190] * The Florida Mortgage ($6,866k outstanding at August 31, 2021) has a variable interest rate (70% of 1-month LIBOR plus 1.54%), which is hedged by an interest rate swap agreement locking the rate at 3.48% through March 2026[190] * The net fair value of the interest rate swap recorded in other liabilities was $409k at August 31, 2021[191] ITEM 4. CONTROLS AND PROCEDURES Management confirms the effectiveness of disclosure controls and procedures, with no material changes in internal control * Disclosure controls and procedures were evaluated and deemed effective as of August 31, 2021[192] * No material changes in internal control over financial reporting occurred during the six months ended August 31, 2021[193] PART II OTHER INFORMATION Presents additional disclosures including legal proceedings, risk factors, equity sales, and exhibits ITEM 1. LEGAL PROCEEDINGS Information regarding legal proceedings is referenced to Note 24 of the Notes to the Unaudited Consolidated Financial Statements and Note 15 of the Form 10-K for the fiscal year ended February 28, 2021 * Information regarding legal proceedings is referenced to Note 24 of the Notes to the Unaudited Consolidated Financial Statements and Note 15 of the Form 10-K for the fiscal year ended February 28, 2021[194] ITEM 1A. RISK FACTORS There have been no material changes from the risk factors previously disclosed in the Company's Form 10-K for the fiscal year ended February 28, 2021 * There have been no material changes from the risk factors previously disclosed in the Company's Form 10-K for the fiscal year ended February 28, 2021[195] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Details the Company's share repurchase activity, indicating that 113,000 shares of Class A Common Stock were repurchased during the three and six months ended August 31, 2021, under an existing authorization Class A Common Stock Repurchase Activity | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Cost (in thousands) | | :-------------------- | :----------------------------- | :------------------------- | :------------------------ | | 7/20/2021 - 7/31/21 | 113,000 | $10.80 | $1,220 | | Total (3 & 6 months ended Aug 31, 2021) | 113,000 | N/A | $1,220 | * As of August 31, 2021, 2,305,876 shares of the Company's Class A common stock remain authorized for repurchase in the open market[196] ITEM 6. EXHIBITS Lists all exhibits filed with the Form 10-Q, including required certifications from the CEO and CFO, and the financial statements formatted in Inline XBRL * Exhibits include certifications from the CEO and CFO pursuant to Exchange Act Rules and the Sarbanes-Oxley Act[197] * The financial statements are formatted in Inline eXtensible Business Reporting Language (iXBRL)[197] SIGNATURES Confirms the report's official signing by the President, CEO, and CFO of VOXX International Corporation * The report was signed by Patrick M. Lavelle, President and Chief Executive Officer, and Charles M. Stoehr, Senior Vice President and Chief Financial Officer[198] * The signing date of the report was October 12, 2021[198]