ACQUISITIONS

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

In November 2023, the Company acquired certain technology assets from eSight for approximately $18.9 million in cash, the assumption of a $9.4 million promissory note given in exchange for the 20% equity the Company previously held, as well as an earn out provision over a ten year period. The earn out provision consists of multiple potential payments based on the revenue over the next ten calendar years, with the total earn out not to exceed $70 million. The Company funded the acquisition with cash on hand. The technology acquired from eSight provides advanced and versatile low-vision smart glasses for those with visual impairments and is compatible with more than 20 eye conditions including Macular Degeneration, Diabetic Retinopathy, and Stargardt disease. These assets will be classified within the Company's Other segment.

The Company accounted for the acquisition under the provisions of FASB ASC Topic 805, Business Combinations. The valuation process was completed during the third quarter of 2024. Approximately $1.4 million of revenue of the business of eSight was included in the Company's consolidated statement of income and comprehensive income for the year ended December 31, 2024.

The following table summarizes the fair values of the assets acquired, and the liabilities assumed, as of the acquisition date of November 2, 2023:


	Fair Value
Current Assets	$	441,228
Personal Property	75,000
Right of Use Asset (Lease)	116,562
eSight Technology	12,000,000
Trade Names and Trademarks	870,000
Goodwill	26,696,012
Total Assets	$	40,198,802

Lease Liability	$	116,562
Contingent Earn Out Liability	12,000,000
Total Liabilities	$	12,116,562

In November 2024, the Company acquired GalvanEyes, LLC, ("GalvanEyes") which is the managing partner and 50% owner of the BioCenturion joint venture with Eyelock, a subsidiary of VOXX. The Company paid $2.9 million in cash, as well as an earnout over the next fifteen calendar years, not to exceed $15 million in the aggregate, for which the acquisition date fair value is estimated at $1.5 million. The earnout is based on adjusted earnings before interest and taxes. The Company is accounting for the acquisition under the provisions of FASB ASC Topic 805, Business Combinations. The Company is still in the process of verifying data and finalizing information related to the valuation and recording of identifiable intangible assets, net working capital, contingent liabilities, noncontrolling interest, and the resulting effects on the amount of recorded goodwill. The Company expects to finalize these matters within the measurement period, which is currently expected to remain open through the third quarter of 2025. The Company has consolidated GalvanEyes and the joint venture BioCenturion within the Company's Consolidated Balance Sheets as of December 31, 2024 in accordance with ASC 810, Consolidation, and has recognized $4.1 million in noncontrolling interest related to this transaction. Less than $0.2 million of revenue and less than $0.4 million net loss of the business of GalvanEyes and BioCenturion was included in the Company's consolidated statement of income and comprehensive income for the year ended December 31, 2024.

On December 17, 2024, as previously disclosed, the Company entered into a definitive agreement and plan of merger for the Company to acquire VOXX in an all-cash transaction. Under the terms of the agreement, the Company will acquire all the issued and outstanding shares of VOXX common stock not already owned by the Company for a purchase price of $7.50 per share. The transaction is subject to approval of VOXX’s stockholders, certain regulatory approvals and other customary closing conditions, and is expected to close in the first quarter of 2025.

In 2024, the Company incurred $1.9 million in acquisition costs related to the GalvanEyes and VOXX acquisitions, which has been expensed as incurred in the "Selling, general & administrative" section of its Consolidated Statements of Income.