Acquisitions

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisitions

Acquisitions

VOXX International Corporation

On April 1, 2025 (the "Closing Date"), the Company completed its acquisition of VOXX pursuant to the previously announced 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, resulting in VOXX becoming a wholly owned subsidiary of Gentex as of the Closing Date. Cash consideration totaling $148.3 million was paid by the Company on the Closing Date out of cash on hand. The acquisition was accounted for under the acquisition method of accounting pursuant to ASC 805, Business Combinations ("ASC 805"), and accordingly, the results of operations and cash flows for VOXX have been included in the Company's Unaudited Condensed Consolidated Financial Statements since the Closing Date.

Prior to obtaining a controlling interest in VOXX, the Company owned 6,463,808 shares of VOXX Class A Common Stock, or approximately 29%, and accounted for this investment as an equity method investment, as the Company had the ability to exercise significant influence, but not control, over VOXX (see Note 4). The acquisition transaction was accounted for as a business combination achieved in stages, or a step-acquisition, pursuant to ASC 805 and, as such, the Company was required to remeasure its preexisting equity interest in VOXX immediately prior to the completion of the acquisition to its estimated fair value of $48.5 million using the $7.50 per share acquisition price to determine the fair value of the equity investment. As the Company previously recorded changes in fair value of the equity method investment in Investment

income (loss), net, in the Unaudited Condensed Consolidated Statements of Income each reporting period, the fair value of the investment on the Closing Date was equal to the fair value of the investment on March 31, 2025, the date immediately prior to the acquisition, and no additional gain or loss was recorded on the Closing Date.

VOXX is a leading manufacturer and distributor of automotive OEM and aftermarket electronics, and consumer technologies for the global markets, as well as premium audio solutions through world-renowned brands such as Klipsch®, Onkyo®, and Integra®. The merger also included EyeLock LLC ("EyeLock®"), a majority-owned subsidiary of VOXX, which holds iris biometric technology through its 50% ownership interest in the BioCenturion LLC joint venture. This additional interest in BioCenturion LLC was acquired by the Company in a separate transaction as discussed below. The acquisition of VOXX is a strategic addition to the Company's portfolio of products, as VOXX's product lines will both compliment the Company's existing businesses and help Gentex continue to expand in the consumer technology and connected home space. The Company will also gain broader access to the EyeLock® iris biometric technology, which will provide further product applications in the Gentex automotive, aerospace, and medical markets.

The following summarizes the preliminary allocation of the purchase price based on the fair value of the assets acquired and liabilities assumed, as of the Closing Date. The fair value of the Class A Common

Stock acquired through this step acquisition is included in the totals presented below:

	April 1, 2025
Total Consideration:
Cash paid	$	148,256,998
Less: cash acquired	(9,077,136)
Total cash paid, net	139,179,862
Fair value of previously held investment in VOXX	48,478,560
Total transaction consideration, net	$	187,658,422
Preliminary Allocation:
Assets acquired
Accounts receivable	$	56,719,726
Inventory	96,718,000
Prepaid expenses and other current assets	20,294,973
Income tax recoverable	5,243,038
Property, plant, and equipment	44,977,000
Equity investment	19,000,000
Deferred tax asset	32,537,099
Operating lease, right of use assets	5,404,163
Other assets	3,445,075
Total assets acquired, excluding cash	284,339,074
Liabilities assumed:
Accounts payable	31,347,556
Accrued expenses and other current liabilities	38,740,969
Accrued sales incentives	13,031,777
Income taxes payable	684,033
Debt	3,909,290
Other tax liabilities	791,593
Operating lease liabilities	3,435,604
Other liabilities	1,260,830
Total liabilities assumed	93,201,652
Redeemable and non-redeemable non-controlling interests in consolidated subsidiaries	3,479,000
Net assets acquired, excluding cash	$	187,658,422

The preliminary fair values of the assets acquired were estimated with the assistance of a third-party valuation expert. The purchase price allocation above is preliminary, given the relatively recent timing of the Closing Date. The Company is in the process of refining the valuation of acquired assets and assumed liabilities, including net working capital, real property, equity method investments, and non-controlling

interests, and expect to finalize the purchase price allocation no later than one year after the acquisition date, which is April 1, 2026, in accordance with applicable guidance. Finalization of the valuation during the measurement period could result in significant changes in the amounts recorded for the acquisition date fair value.

Net sales attributable to VOXX in the Company's Unaudited Condensed Consolidated Statement of Income for the three and six months ended June 30, 2025 were $78.8 million. The net loss attributable to Voxx for the three and six months ended June 30, 2025 was $4.0 million. During the three and six months ended June 30, 2025, the Company incurred $2.3 million and $3.1 million, respectively, in acquisition costs related to the VOXX acquisition, which has been expensed as incurred in the "Selling, general & administrative" section of its Unaudited Condensed Consolidated Statement of Income. VOXX's results of operations are included in the consolidated financial statements of the Company within the Automotive, Premium Audio, Aftermarket, Consumer Electronics, and Biometrics operating segments. The Aftermarket, Consumer Electronics, and Biometrics operating segments are presented within the Company's Other reportable segment.

The non-controlling interests included in the net assets acquired in the transaction are comprised of a redeemable non-controlling interest in VOXX's Onkyo subsidiary, and a non-redeemable non-controlling interest in its EyeLock® subsidiary. In conjunction with VOXX's acquisition of Onkyo, a joint venture was formed between VOXX's wholly-owned Premium Audio Company ("PAC") subsidiary and its partner Sharp Corporation ("Sharp"). PAC owns 77.2% of the joint venture and has an 85.1% voting interest and Sharp owns 22.8% of the joint venture and has a 14.9% voting interest. The joint venture agreement between PAC and Sharp contains a put/call option, whereby Sharp has the right to put its interest in the joint venture back to VOXX and VOXX has the right to call Sharp’s ownership interest in the joint venture at any time after the approval of Onkyo’s annual financial statements for the year ending February 28, 2025, at a purchase price based on a formula as defined in the joint venture agreement.

The Onkyo non-controlling interest has been classified as redeemable non-controlling interest outside of equity on the accompanying Unaudited Condensed Consolidated Balance Sheet as the exercise of the put/call option is not within VOXX’s control. The following table provides the rollforward of the redeemable non-controlling interest for the six months ended June 30, 2025:

	Redeemable Non-controlling Interest
Balance at January 1, 2025	$	—
Acquisition of redeemable non-controlling interest at fair value on April 1, 2025	2,823,000
Net loss	(332,739)
Balance at June 30, 2025	2,490,261

GalvanEyes LLC

In November 2024, the Company, in the ordinary course of business, 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 ASC 805. 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, non-controlling interest, and the resulting effects on the amount of recorded goodwill. The Company expects to finalize these matters within the measurement period in accordance with applicable guidance, 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 June 30, 2025, and December 31, 2024 in accordance with

ASC 810, Consolidation. Approximately $0.2 million and $1.1 million of revenue and $0.6 million and $1.8 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 and six months ended June 30, 2025, in each case respectively. GalvanEyes and BioCenturion's results of operations are included in the consolidated financial statements of Gentex within its Biometrics operating segment, which is presented within the Company's Other reportable segment.

At December 31, 2024, the Company had $4.1 million in non-controlling interest related to BioCenturion. In conjunction with the acquisition of VOXX on April 1, 2025, the Company acquired VOXX's interest in BioCenturion through its majority ownership of Eyelock® for cash consideration of $4.1 million. Prior to the acquisition of this additional equity interest, the Company's 50% interest in BioCenturion was accounted for as a variable interest entity for which Gentex was the primary beneficiary, and was consolidated within the Company's financial statements, with the remaining 50% interest of BioCenturion presented within non-controlling interest.

BioConnect Inc.

Subsequent to June 30, 2025, on July 1, 2025, in the ordinary course of business, the Company completed its acquisition of BioConnect Inc. ("BioConnect"), for a purchase price of $12.5 million, subject to adjustment for working capital plus related transaction fees and expenses. BioConnect is a multi-modal biometric authentication platform provider for access control, and the Company intends to utilize the acquisition to expand its reach in the biometric industry.

Due to the proximity of the closing date of the BioConnect acquisition 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 BioConnect, 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 acquisition and the operating results of BioConnect will be included in the consolidated financial statements beginning in the Company's third quarter of 2025.

During the three and six months ended June 30, 2025, the Company incurred $0.2 million in acquisition costs related to the BioConnect acquisition, which has been expensed as incurred in the "Selling, general & administrative" section of its Unaudited Condensed Consolidated Statement of Income. BioConnect's results of operations will be included in the consolidated financial statements of Gentex within its Biometrics operating segment, which is presented within the Company's Other reportable segment.