United States securities and exchange commission logo
April 11, 2024
Loriann Shelton
Sr. Vice President, Chief Operating Officer, Chief Financial Officer
VOXX International Corporation
2351 J. Lawson Boulevard
Orlando, FL 32824
Re: VOXX International
Corporation
Form 10-K for
Fiscal Year Ended February 28, 2023
Form 10-Q for
Fiscal Quarter Ended November 30, 2023
Response dated
March 28, 2024
File No. 001-09532
Dear Loriann Shelton:
We have reviewed your March 28, 2024 response to our comment
letter and have the
following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our January 29,
2024 letter.
Form 10-K for Fiscal Year Ended February 28, 2023
Consolidated Financial Statements
Consolidated Statements of Stockholders' Equity, page 58
1. We read your additional
responses to prior comments 1 and 4. Please provide us with your
revised statements of
stockholders' equity and operations for the nine months ended
November 30, 2023, and
each quarter in that period, reflecting the little r error corrections
in the proper periods.
The revised statements of stockholders' equity should not include a
line item titled prior
period adjustment.
Loriann Shelton
VOXX International Corporation
April 11, 2024
Page 2
Note 2. Acquisitions
Onkyo, page 84
2. We read your additional response to prior comment 3. You say in
certain periods the non-
controlling interest did not have any redemption value, resulting in
no adjustment to the
carrying amount of the non-controlling interest, as there was no
amount that the non-
controlling interest holder would receive if they redeem at the end of
that reporting period.
Please provide us with copies of your put option and call option
agreements with the non-
controlling interest holder. Tell us and disclose whether the put
option and the call option
can be exercised when the redemption formula results in a negative
amount. Tell us how
you reached these conclusions, while referencing specific paragraphs
from each
agreement. Also, tell us and disclose whether the non-controlling
interest holder would get
nothing or have to pay, if the put option or the call option were
exercised, when the
redemption formula results in a negative amount. Tell us how you
reached these
conclusions, while referencing specific paragraphs from each
agreement. Finally, explain
how you considered these factors in concluding that no adjustment to
the redeemable non-
controlling interest was necessary, when the redemption formula for
the put option results
in a negative amount.
3. We read your additional response to prior comment 4. Please tell us
your estimated net
income (loss) attributable to VOXX International Corporation and
Subsidiaries for the
fiscal year ended February 29, 2024. Also, provide us with the
quarterly financial
information and related disclosures you will include in your upcoming
Form 10-K to
discuss the little r error corrections made to your balance sheets and
statements of
operations in each applicable quarter in the fiscal year ended
February 29, 2024. In
addition, note that you should indicate by check mark on the cover of
your upcoming
Form 10-K that your financial statements reflect the correction of an
error to previously
issued financial statements.
Please contact Valeria Franks at 202-551-7705 or Rufus Decker at
202-551-3769 with
any questions.
FirstName LastNameLoriann Shelton Sincerely,
Comapany NameVOXX International Corporation
Division of
Corporation Finance
April 11, 2024 Page 2 Office of Trade
& Services
FirstName LastName