Core Viewpoint - VOXX International Corporation has been successfully acquired by Gentex Corporation in an all-cash transaction valued at $7.50 per share, marking a significant transformation for VOXX and its future growth potential [1][2]. Group 1: Acquisition Details - The acquisition was announced on December 18, 2024, and received overwhelming approval from VOXX stockholders during a special meeting held on March 31, 2025 [2]. - Gentex completed the acquisition on April 1, 2025, after meeting all regulatory and stockholder approval conditions [2][6]. Group 2: Leadership and Vision - Ari Shalam, Chairman of the Board of VOXX, expressed gratitude to employees and stakeholders, emphasizing the legacy and future potential under Gentex's leadership [3]. - Steve Downing, President and CEO of Gentex, highlighted the intention to continue the legacy of VOXX's founder and expand upon his vision in the automotive and consumer electronics industries [3]. Group 3: Strategic Benefits - Gentex's COO and CTO, Neil Boehm, noted that VOXX's products and market expertise will complement Gentex's existing business lines, particularly in smart home product expansion [4]. - The acquisition includes VOXX's expertise in consumer product distribution and premium audio solutions, enhancing Gentex's capabilities in various sectors [4][5]. Group 4: Company Backgrounds - VOXX International is recognized as a leader in automotive and consumer electronics, with a strong distribution network and market positions in in-vehicle entertainment and automotive security [7]. - Gentex Corporation, founded in 1974, is a technology company known for its electro-optical products and ongoing innovation across multiple verticals [8].

[Financial Performance](index=1&type=section&id=Financial%20Performance) Overview of VOXX's financial results for Q3 and nine months of fiscal 2025, detailing sales declines, gross margin contraction, and significant impairment charges [Third Quarter Fiscal 2025 Results](index=1&type=section&id=Fiscal%2025%20and%20Fiscal%2024%20Third%20Quarter%20Comparisons) VOXX reported a significant downturn in Q3 FY2025 with net sales down 22.2%, gross margin contracting 570 bps, and a $44.0 million net loss due to impairment charges Q3 FY2025 vs. Q3 FY2024 Financial Comparison | Metric | Q3 FY2025 | Q3 FY2024 | Change | | :--- | :--- | :--- | :--- | | **Net Sales** | $105.2M | $135.3M | -22.2% | | **Gross Margin** | 21.2% | 26.9% | -570 bps | | **Operating Expenses** | $76.6M | $34.1M (adj.)* | +124.6% | | **Net (Loss) Income** | ($44.0M) | $1.9M | - | | **EBITDA** | ($40.8M) | $6.5M | - | | **Adjusted EBITDA** | ($4.7M) | $8.0M | - | *Note: Q3 FY2024 Operating Expenses from chunk 19 ($34,075k) used for comparison as Q3 FY2025 includes significant impairment charges. - The decline in net sales was attributed to adverse economic conditions, issues in retail and OEM manufacturing, and asset sales during Fiscal 2025[3](index=3&type=chunk) - Gross margin was negatively impacted by **$7.0 million** in inventory write-downs across both the Automotive and Consumer Electronics segments[3](index=3&type=chunk) - Operating expenses surged due to non-cash charges of **$44.3 million**, comprising **$28.2 million** in goodwill impairment and **$16.1 million** in intangible asset impairment. Excluding these charges, operating expenses actually decreased by **5.2%**[3](index=3&type=chunk) [Nine-Month Fiscal 2025 Results](index=2&type=section&id=Fiscal%2025%20and%20Fiscal%2024%20Nine-Month%20Comparisons) Nine-month FY2025 results show a 19.8% net sales decrease and a $50.8 million net loss, significantly impacted by Q3 impairment charges Nine-Month FY2025 vs. Nine-Month FY2024 Financial Comparison | Metric | Nine-Month FY2025 | Nine-Month FY2024 | Change | | :--- | :--- | :--- | :--- | | **Net Sales** | $289.3M | $360.8M | -19.8% | | **Gross Margin** | 24.3% | 25.6% | -130 bps | | **Operating Expenses** | $140.9M | $110.2M | +27.9% | | **Net Loss** | ($50.8M) | ($19.9M) | - | | **EBITDA** | ($37.5M) | ($6.5M) | - | | **Adjusted EBITDA** | ($10.4M) | $3.0M | - | - Excluding the **$44.3 million** in impairment charges, total operating expenses for the nine-month period declined by **$13.6 million**, or **12.3%** year-over-year[6](index=6&type=chunk) - Total other income was **$13.1 million**, a significant positive swing from a total other expense of **$5.9 million** in the prior year, primarily due to gains on the sale of a business and assets[6](index=6&type=chunk)[19](index=19&type=chunk) [Balance Sheet Highlights](index=2&type=section&id=Selected%20Balance%20Sheet%20Data) As of November 30, 2024, the company's balance sheet showed a decrease in cash and cash equivalents compared to the fiscal year-end, but total debt was substantially reduced Balance Sheet Data (as of Nov 30, 2024 vs. Feb 29, 2024) | Metric | Nov 30, 2024 | Feb 29, 2024 | | :--- | :--- | :--- | | **Cash and Cash Equivalents** | $6.3M | $11.0M | | **Total Debt** | $18.8M | $73.3M | | **Total Long-Term Debt, net** | $14.5M | $71.9M | - The total debt of **$18.8 million** as of November 30, 2024, consists of **$15.0 million** on the Domestic Credit Facility and a **$3.8 million** shareholder loan payable to Sharp Corporation[4](index=4&type=chunk) [Corporate Developments](index=1&type=section&id=Corporate%20Developments) Key corporate updates including progress on the proposed merger with Gentex and resolution of Nasdaq compliance issues [Proposed Merger with Gentex](index=2&type=section&id=Proposed%20Gentex%20Transaction%20%E2%80%93%20Anti-Trust%20Clearance) VOXX has secured antitrust clearance in the US and Germany for its proposed merger with Gentex, pending stockholder approval and other closing conditions - The waiting period under the Hart-Scott-Rodino (HSR) Act expired on **February 3, 2025**, clearing a major U.S. regulatory hurdle[6](index=6&type=chunk) - On **January 27, 2025**, the German Federal Cartel Office advised that the merger could be implemented, providing German regulatory approval[6](index=6&type=chunk) - The merger remains subject to other customary closing conditions, including approval by the Company's stockholders[6](index=6&type=chunk) [SEC Filing and Nasdaq Compliance](index=1&type=section&id=SEC%20Filing%20and%20Nasdaq%20Compliance) VOXX filed its delayed Form 10-Q after impairment testing, expecting to regain Nasdaq compliance following a non-compliance notice - The Form 10-Q for the third quarter of fiscal 2025 was filed late due to impairment testing triggered by the **December 17, 2025** merger agreement with Gentex[2](index=2&type=chunk) - As a result of the late filing, VOXX received a non-compliance notice from Nasdaq on **January 28, 2025**, for violating Listing Rule 5250(c)(1)[2](index=2&type=chunk) - With the filing of the Form 10-Q, the company expects to receive notification from Nasdaq that it has regained compliance[2](index=2&type=chunk) [Financial Statements](index=6&type=section&id=Financial%20Statements) Detailed consolidated financial statements, including balance sheets and statements of operations, reflecting the company's financial position and performance [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) Consolidated balance sheet as of November 30, 2024, shows total assets of $338.8 million and total liabilities of $134.3 million, with asset reduction due to impairment charges Consolidated Balance Sheet Summary (in thousands) | Account | Nov 30, 2024 | Feb 29, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $202,146 | $235,868 | | Goodwill | $35,385 | $63,931 | | Intangible Assets, net | $38,483 | $68,766 | | **Total Assets** | **$338,826** | **$444,006** | | **Total Current Liabilities** | $109,235 | $96,983 | | Long-term debt, net | $14,478 | $71,881 | | **Total Liabilities** | **$134,271** | **$187,706** | | **Total Stockholders' Equity** | **$209,356** | **$255,393** | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) Consolidated statements of operations detail a Q3 FY2025 net loss of $44.0 million and a nine-month net loss of $50.8 million, driven by impairment charges Statement of Operations Summary (in thousands) | Account | Three Months Ended Nov 30, 2024 | Nine Months Ended Nov 30, 2024 | | :--- | :--- | :--- | | **Net Sales** | $105,175 | $289,324 | | **Gross Profit** | $22,345 | $70,446 | | Goodwill Impairment Charges | $28,171 | $28,171 | | Intangible Asset Impairment Charges | $16,093 | $16,093 | | **Operating Loss** | ($54,216) | ($70,460) | | **Net Loss Attributable to VOXX** | **($43,966)** | **($50,823)** | | **Loss Per Share (Basic & Diluted)** | **($1.90)** | **($2.20)** | [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) Explanation and reconciliation of non-GAAP financial measures, including EBITDA and Adjusted EBITDA, used to assess core operating performance [Definition of Non-GAAP Measures](index=3&type=section&id=Definition%20of%20Non-GAAP%20Measures) VOXX defines EBITDA and Adjusted EBITDA as supplemental non-GAAP measures, excluding non-cash and non-recurring items for comparable performance assessment - EBITDA is defined as net loss attributable to VOXX before interest expense and bank charges, taxes, and depreciation and amortization[7](index=7&type=chunk) - Adjusted EBITDA further excludes items such as stock-based compensation, gains on asset sales, foreign currency fluctuations, restructuring expenses, and impairment charges[7](index=7&type=chunk) - The company uses these non-GAAP measures to evaluate performance without the effects of certain non-cash GAAP calculations and to allow for more meaningful period-to-period comparisons[8](index=8&type=chunk) [Reconciliation of GAAP to Non-GAAP Measures](index=8&type=section&id=Reconciliation%20of%20GAAP%20Net%20(Loss)%20Income%20Attributable%20to%20VOXX%20International%20Corporation%20to%20EBITDA%20and%20Adjusted%20EBITDA) Reconciliation details GAAP net loss to non-GAAP EBITDA and Adjusted EBITDA, showing Q3 FY2025 Adjusted EBITDA loss of $4.7 million and nine-month loss of $10.4 million Reconciliation to Adjusted EBITDA (in thousands) | Description | Three Months Ended Nov 30, 2024 | Nine Months Ended Nov 30, 2024 | | :--- | :--- | :--- | | **Net Loss Attributable to VOXX** | **($43,966)** | **($50,823)** | | Interest, Taxes, Depreciation & Amortization | $3,200 | $12,826 | | **EBITDA** | **($40,766)** | **($37,481)** | | Goodwill Impairment Charges | $24,985 | $24,985 | | Intangible Asset Impairment Charges | $14,411 | $14,411 | | Gain on Sale of Assets | ($7,299) | ($9,453) | | Gain on Sale of Business | - | ($8,300) | | Other Adjustments | $4,014 | $5,442 | | **Adjusted EBITDA** | **($4,689)** | **($10,396)** |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-28839 VOXX International Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organizati ...

ORLANDO, Fla., Feb. 7, 2025 /PRNewswire/ -- VOXX International Corporation (NASDAQ: VOXX) ("VOXX" or the "Company"), a leading manufacturer and distributor of automotive and consumer technologies for the global markets, as well as strategic joint ventures including biometrics, today announced that it has filed its Quarterly Report (the "Quarterly Report) on Form 10-Q for the period ended November 30, 2024 (the "Form 10-Q") with the Securities and Exchange Commission ("SEC").As previously reported, the Compa ...

ORLANDO, Fla., Jan. 31, 2025 /PRNewswire/ -- VOXX International Corporation (NASDAQ: VOXX) ("VOXX" or the "Company"), a leading manufacturer and distributor of automotive and consumer technologies for the global markets, as well as strategic joint ventures including biometrics, today announced that it received a notice dated January 28, 2025 (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq"), stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended No ...

Group 1 - VOXX International Corporation has filed a Form 12b-25 with the SEC due to a delay in filing its Quarterly Report on Form 10-Q for the quarter ended November 30, 2024 [1] - The delay is primarily due to the need to test goodwill, other intangible assets, and long-lived assets for impairment following the Merger Agreement with Gentex Corporation announced on December 17, 2024 [1] - The company is conducting a triggering events review which requires time to complete the impairment analysis [1] Group 2 - VOXX International Corporation is a leading manufacturer and distributor in the Automotive Electronics and Consumer Electronics industries, with a strong market position in in-vehicle entertainment and automotive security [2] - The company has developed an extensive distribution network that includes power retailers, mass merchandisers, and leading automotive manufacturers globally [2]

NEW YORK, Dec. 18, 2024 /PRNewswire/ -- Monteverde & Associates PC (the "M&A Class Action Firm"), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and are investigating VOXX International Corporation (NASDAQ: VOXX), relating to the proposed merger with Gentex Corporation. Under the terms of the agreement, Gentex will acquire all issued and outstanding shares ...

Core Viewpoint - VOXX International Corporation has entered into a definitive merger agreement with Gentex Corporation, where Gentex will acquire VOXX for $7.50 per share, representing a significant premium of approximately 163% over VOXX's unaffected stock price prior to the announcement of strategic alternatives [1][2]. Group 1: Merger Details - The merger agreement stipulates that Gentex will acquire all outstanding shares of VOXX common stock not already owned by Gentex for an aggregate enterprise value of approximately $196 million [1][2]. - The $7.50 per share offer reflects a premium of about 163% compared to VOXX's closing stock price of $2.85 on August 26, 2024, before the announcement of the exploration of strategic alternatives [2]. - The transaction was unanimously approved by VOXX's transaction committee and disinterested members of its Board of Directors after a thorough sales process [2][4]. Group 2: Stakeholder Support - Ari Shalam, Chairman of the Board, expressed confidence that the merger represents the best path forward to maximize value for all VOXX stockholders, ensuring a seamless transition for brands, employees, customers, and partners [3]. - The Shalam family, which owns approximately 57% of the voting power of VOXX's common stock, has agreed to vote in favor of the merger, aligning their interests with other stockholders [3]. Group 3: Transaction Timeline and Conditions - The proposed transaction is expected to close in the first quarter of 2025, subject to stockholder approval, anti-trust regulatory approvals, and other customary closing conditions [4]. - Solomon Partners is serving as the financial advisor to VOXX's transaction committee, while legal counsel is provided by Bryan Cave Leighton Paisner LLP [5].

Financial Data and Key Metrics Changes - VOXX reported Q2 sales of $92.5 million, down $21.2 million or 18.6% year-over-year [20] - Total debt as of August 31 stood at $55.2 million, reduced to over $18 million post-quarter end [26] - Gross margins for fiscal 2025 Q2 were 24.5%, down 70 basis points from the previous year [21] Business Line Data and Key Metrics Changes - Automotive business sales declined by $9 million, with a significant shortfall in rear-seat entertainment [20] - Consumer segment sales decreased by $12 million, with Premium Audio down $3.3 million [20] - Despite a decline in total consumer segment sales, pretax income improved to $4.6 million compared to a loss of $7 million in fiscal 2024 [17] Market Data and Key Metrics Changes - The automotive segment experienced a 26.8% dip in sales during the first half of fiscal '25 [11] - The consumer market faced challenges due to a recession in Germany and Austria, impacting accessory sales [14] - The international accessory business is expected to normalize as competition decreases [14] Company Strategy and Development Direction - The company aims to pay down debt and restructure its business to improve profitability [4][5] - VOXX is exploring strategic alternatives, including potential sales of brands and assets to enhance its balance sheet [6] - The transition of OEM manufacturing to Mexico is expected to lower production costs and improve gross margins [12] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing challenges in the automotive market due to supply chain issues and inflation [10] - The company anticipates a stronger second half of the fiscal year, particularly in the automotive and consumer segments [34] - Management expressed optimism about new product launches and their potential to drive profitability [18] Other Important Information - The company completed the sale of its domestic accessory business for $25 million and two non-core brands, generating $48 million in gross proceeds [7] - The ERP implementation is expected to enhance operational efficiencies and lead to significant cost savings in the long term [24] Q&A Session Summary Question: Is Klipsch worth more than its purchase price? - Management believes Klipsch's valuation has increased due to technological advancements from the Onkyo acquisition [28] Question: Is Klipsch up for sale? - The company is in a process to determine Klipsch's value and expects offers for the entire company and parts [30] Question: What is the common book value per share? - Management estimates the common book value to be around $11 per share [32] Question: Will VOXX have a profitable third quarter? - Management is optimistic about the third quarter being profitable, contingent on economic conditions [34]

Sales through the first half of Fiscal 2025 declined ~18%, gross margin increased 120 basis points and operating expenses improved by over 15% Company sells its domestic accessory business and select, non-core assets for ~$28 million and completes Florida real estate sale transaction in Fiscal 2025 third quarter for $20 million Restructuring programs generating anticipated savings, and are expected to have a positive impact on Fiscal 2025 second half results Over $50 million in debt reduction since year-end ...