XML 33 R23.htm IDEA: XBRL DOCUMENT v3.25.3
Acquisitions
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
BioConnect Inc.

On July 1, 2025, in the ordinary course of business, the Company completed its acquisition of BioConnect Inc. ("BioConnect"), for a purchase price of $13.0 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. 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 BioConnect have been included in the Company's Unaudited Condensed Consolidated Financial Statements since July 1, 2025.
The following summarizes the preliminary allocation of the BioConnect purchase price based on the fair value of the assets acquired and liabilities assumed, as of July 1, 2025:

July 1, 2025
Total Consideration:
   Cash paid$12,996,275 
   Less: cash acquired(113,545)
Total transaction consideration, net$12,882,730 
Preliminary Allocation:
Assets acquired
   Accounts receivable$1,836,809 
   Inventory1,176,471 
   Prepaid expenses and other current assets111,143 
   Property, plant, and equipment63,866 
   Trade names and trademarks882,353 
   Developed technology6,617,647 
   Customer relationships1,764,706 
   Goodwill3,399,491 
      Total assets acquired, excluding cash15,852,486 
Liabilities assumed:
   Accounts payable603,234 
   Accrued expenses and other current liabilities369,074 
   Other liabilities1,997,448 
      Total liabilities assumed2,969,756 
Net assets acquired, excluding cash$12,882,730 

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 BioConnect acquisition. The Company is in the process of refining the valuation of acquired assets and assumed liabilities, including net working capital and intangible assets, and expects to finalize the purchase price allocation no later than one year after the acquisition date, which is July 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. The goodwill recognized in this acquisition is primarily attributable to the assembled workforce and expected synergies from the integration of the acquired business. All of the goodwill acquired in connection with the BioConnect acquisition has been allocated to the Company's biometrics business. The amount of goodwill that is deductible for tax purposes has not been finalized as of September 30, 2025.

Net sales attributable to BioConnect in the Company's Unaudited Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2025, were $2.5 million. Net income attributable to BioConnect for the three and nine months ended September 30, 2025, was $0.4 million. During the three and nine months ended September 30, 2025, the Company incurred $0.2 million and $0.4
million, respectively 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. Since July 1, 2025, BioConnect's results of operations are included in the Unaudited Condensed Consolidated Financial Statements within the Biometrics operating segment, which is presented within the Company's Other reportable segment.

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 using 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 (loss) income, 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 the Company continue to expand in the consumer technology and connected home space. The Company has also gained all 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, 2025Measurement Period AdjustmentsApril 1, 2025 (as adjusted)
Total Consideration:
   Cash paid$148,256,998 $— $148,256,998 
   Less: cash acquired(9,077,136)— (9,077,136)
Total cash paid, net139,179,862 — 139,179,862 
   Fair value of previously held investment in VOXX48,478,560 — 48,478,560 
Total transaction consideration, net$187,658,422 $— $187,658,422 
Preliminary Allocation:
Assets acquired
   Accounts receivable$56,719,726 $— $56,719,726 
   Inventory96,718,000 — 96,718,000 
   Prepaid expenses and other current assets20,294,973 — 20,294,973 
   Income tax recoverable5,243,038 — 5,243,038 
   Property, plant, and equipment44,977,000 — 44,977,000 
   Equity investment19,000,000 — 19,000,000 
   Deferred tax asset32,537,099 — 32,537,099 
   Goodwill— 12,845,539 12,845,539 
   Operating lease, right of use assets5,404,163 — 5,404,163 
   Other assets3,445,075 — 3,445,075 
      Total assets acquired, excluding cash284,339,074 12,845,539 297,184,613 
Liabilities assumed:
   Accounts payable31,347,556 (251,301)31,096,255 
   Accrued expenses and other current liabilities51,772,746 13,096,840 64,869,586 
   Income taxes payable684,033 — 684,033 
   Debt3,909,290 — 3,909,290 
   Other tax liabilities791,593 — 791,593 
   Operating lease liabilities3,435,604 — 3,435,604 
   Other liabilities1,260,830 — 1,260,830 
      Total liabilities assumed93,201,652 12,845,539 106,047,191 
Redeemable and non-redeemable non-controlling interests in consolidated subsidiaries3,479,000 — 3,479,000 
Net assets acquired, excluding cash$187,658,422 $— $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 expects 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. The Company recorded net measurement period adjustments totaling $12.8 million during the three and nine months ended September 30, 2025, relating primarily to the revised fair value estimates of liabilities for certain legal contingencies and employee compensation, which increased total liabilities assumed and increased goodwill. The goodwill recognized in this acquisition was attributable to the assembled workforce, expected synergies, and expanded market opportunities, none of which qualify for recognition as a separate intangible asset. All of the goodwill acquired in connection with the VOXX acquisition has been allocated to the Company's Premium Audio Products business. The amount of goodwill that is deductible for tax purposes has not been finalized as of September 30, 2025.

Net sales attributable to VOXX in the Company's Unaudited Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2025 were $84.9 million and $163.8 million, respectively. The net income (loss) attributable to VOXX for the three and nine months ended September 30, 2025 was $3.7 million and $(0.3) million, respectively. During the three and nine months ended September 30, 2025, the Company incurred $0.3 million and $3.4 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 nine months ended September 30, 2025:

Redeemable Non-controlling Interest
Balance at January 1, 2025$— 
   Acquisition of redeemable non-controlling interest at fair value on April 1, 20252,823,000 
   Net loss attributable to non-controlling interest(414,641)
   Comprehensive loss attributable to non-controlling interest(132,005)
   Foreign currency translation43,304 
Balance at September 30, 20252,319,658 
As of April 1, 2025, the net assets acquired in the VOXX transaction also included VOXX's non-redeemable non-controlling interest in its EyeLock® subsidiary. On August 18, 2025, the Company further acquired the remaining equity interests in EyeLock® from its minority owners for cash consideration totaling $0.1 million.

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 following fifteen calendar years, not to exceed $15 million in the aggregate, for which the acquisition date fair value was $1.5 million. The earnout is based on adjusted earnings before interest and taxes. The Company accounted for the acquisition under the provisions of ASC 805 and consolidated GalvanEyes, and the joint venture BioCenturion, in the Company's Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 in accordance with ASC 810, Consolidation. Approximately $0.3 million and $1.4 million of combined revenue and $0.4 million and $2.2 million of combined net loss of the businesses of GalvanEyes and BioCenturion is included in the Company's Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2025, in each case respectively. GalvanEyes and BioCenturion's results of operations are included in the consolidated financial statements of the Company 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.