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:


	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. On November 1, 2024, GalvanEyes was acquired by Gentex Corporation ("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. Prior to this transaction, Beat Kahli, the current Vice-Chairman of Voxx's Board of Directors, was the majority owner of GalvanEyes.

The Company has concluded that BioCenturion is a variable interest entity for which EyeLock lacks the power to direct the activities that most significantly impact the joint venture's economic performance. As EyeLock is not the primary beneficiary, it does not consolidate the variable interest entity. However, due to EyeLock's ability to exercise significant influence, the investment is accounted for under the equity method of accounting in accordance with ASC 323, "Investments - Equity Method and Joint Ventures."

The investment in BioCenturion LLC was recorded at its initial fair value of $2,989 on March 1, 2024 in accordance with ASC 810-10-40 upon the deconsolidation of the group of assets, which represented a business pursuant to ASC 805, "Business Combinations." EyeLock incurred a loss on the contribution of assets to the joint venture of $413 for the nine months ended November 30, 2024, which was recorded to Paid in capital on the Company's Consolidated Balance Sheet.

The 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 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 $478 and $1,843 for the three and nine months ended November 30, 2024. The balance of EyeLock's equity method investment in BioCenturion at November 30, 2024 was $1,147.

As of November 30, 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.


	November 30, 2024		February 29, 2024
Current assets	$	44,147	$	43,790
Non-current assets		7,486		7,579
Liabilities		9,071		8,609
Members' equity		42,562		42,760


	Nine months ended November 30,
	2024		2023
Net sales	$	49,242	$	61,261
Gross profit		12,915		15,883
Operating income		4,740		7,253
Net income		5,551		7,916

The Company's share of income from ASA was $860 and $2,776 for the three and nine months ended November 30, 2024, respectively, compared to $1,101 and $3,958 for the three and nine months ended November 30, 2023, respectively. The balance of the Company's equity method investment in ASA at November 30, 2024 was $21,281.