Acquisitions

3 Months Ended

Mar. 31, 2025

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

Acquisitions

Acquisitions

Subsequent to March 31, 2025, on April 1, 2025, the Company completed its previously announced merger of VOXX pursuant to that certain Agreement and Plan of Merger dated as of December 17, 2024 (the "Merger Agreement"). Pursuant to the terms and conditions set forth in the Merger Agreement, the Company acquired all of the issued and outstanding shares of VOXX common stock not already owned by the Company for a purchase price of $7.50 per share.

Due to the proximity of the closing date of the VOXX merger with the date of filing of this Quarterly Report on Form 10-Q, the initial accounting for the transaction is not yet completed. Significant, relevant information needed to complete the initial accounting, including the identification and measurement of the fair value of the assets and liabilities of VOXX, is pending. As a result, it is not practicable to disclose the preliminary allocation of the purchase price to assets acquired and liabilities assumed, or to provide other related disclosures. The accounting impact of this merger and the operating results of VOXX will be included in the consolidated financial statements beginning in the Company's second quarter of 2025.

VOXX's current business is comprised of products for the automotive OEM and aftermarket, as well as the consumer electronics industry. The merger also includes EyeLock LLC ("EyeLock®"), a subsidiary of VOXX holding iris biometric technology, and the Premium Audio Company, which provides premium audio solutions through world-renowned brands such as Klipsch®, Onkyo®, and Integra®.

During the three months ended March 31, 2025, the Company incurred $0.9 million in acquisition costs related to the VOXX merger, which has been expensed as incurred in the "Selling, general & administrative" section of its Unaudited Condensed Consolidated Statement of Income.

In November 2024, the Company acquired GalvanEyes LLC, ("GalvanEyes") which is the managing partner and 50% owner of the BioCenturion joint venture with Eyelock®. 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 has accounted 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, in the Company's Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 in accordance with ASC 810, Consolidation. At March 31, 2025 and December 31, 2024, the Company had $4.6 million and $4.1 million, respectively, in noncontrolling interest related to BioCenturion. Approximately $0.9 million of revenue and $1.1 million of net loss of the business of GalvanEyes and BioCenturion is included in the Company's Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2025.