VOXX International Files Form 12b-25 with the Securities and Exchange Commission

Rhea-AI Summary

VOXX International (NASDAQ: VOXX) announced a delay in filing its Quarterly Report on Form 10-Q for the quarter ended November 30, 2024. The company has filed Form 12b-25 with the SEC to notify this delay.

The delay is primarily due to the need to conduct impairment testing of the company's goodwill, other intangible assets, and long-lived assets. This testing requirement was triggered by VOXX's previously announced Merger Agreement with Gentex on December 17, 2024.

VOXX International is a global leader in Automotive Electronics and Consumer Electronics, with strong positions in in-vehicle entertainment, automotive security, and premium audio market segments. The company operates through an extensive distribution network including retailers, mass merchandisers, and automotive manufacturers.

Positive

• Strategic merger agreement with Gentex announced on December 17, 2024
• Established market leadership in automotive electronics and consumer electronics sectors
• Extensive global distribution network including major retailers and automotive manufacturers

Negative

• Delay in filing Q3 2024 Form 10-Q
• Potential asset impairment testing required due to merger agreement
• Possible goodwill and intangible assets writedown pending assessment

Insights

Financial Analyst

The filing of Form 12b-25 by VOXX International indicates a delayed quarterly report filing, triggered by the need to conduct impairment testing following the recently announced merger agreement with Gentex. This development is particularly noteworthy as impairment testing could potentially lead to significant write-downs of goodwill and intangible assets, directly impacting the company's balance sheet and financial statements. The timing of this review, coming immediately after the December 17, 2024 merger agreement with Gentex, suggests a thorough evaluation of VOXX's asset values in the context of the pending transaction. For investors, this delay raises important considerations about potential asset value adjustments that could materially affect the company's financial position. The requirement for impairment testing often indicates that the carrying value of assets may exceed their fair market value, which could result in substantial non-cash charges. With VOXX's current market cap of $164.5 million, any significant impairment charges could have a material impact on shareholder equity and potentially influence the terms of the Gentex merger.

Legal Expert

The Form 12b-25 filing represents a significant regulatory disclosure that buys VOXX additional time to complete its quarterly filing while maintaining compliance with SEC regulations. This extension provides a 5-day grace period for the 10-Q submission. The timing of this delay, occurring during a pending merger with Gentex, adds complexity to the regulatory landscape. The impairment testing requirement stems from ASC 350 and ASC 360 guidelines, which mandate evaluation of long-lived assets when triggering events occur - in this case, the merger agreement serves as such a trigger. The careful approach to asset valuation demonstrates proper corporate governance but could impact the merger's execution timeline. Shareholders should note that while this delay is procedurally routine, the underlying reason - potential impairment related to a pending merger - adds a layer of materiality that warrants close attention.

ORLANDO, Fla., Jan. 10, 2025 /PRNewswire/ -- VOXX International Corporation (NASDAQ: VOXX), a leading manufacturer and distributor of automotive and consumer technologies for the global markets, along with strategic joint ventures including biometrics, today announced it has filed a Form 12b-25 with the U.S. Securities and Exchange Commission ("SEC"), as the Company will be late in filing its Quarterly Report on Form 10-Q for the quarter ended November 30, 2024 (the "Form 10-Q").  The delay is principally caused by the Company's determination that it is necessary to test its goodwill, other intangible assets, and other long-lived assets for impairment as a result of the Company's previously announced entry into the Agreement and Plan of Merger ("Merger Agreement") with Gentex Corporation ("Gentex") on December 17, 2024, in connection with its triggering events review, and the time necessary to complete the impairment analysis. 

About VOXX International Corporation
VOXX International Corporation (NASDAQ: VOXX) has grown into a worldwide leader in the Automotive Electronics and Consumer Electronics industries. Over the past several decades, VOXX has built market-leading positions in in-vehicle entertainment and automotive security, as well as in a number of premium audio market segments, and more. VOXX is a global company, with an extensive distribution network that includes power retailers, mass merchandisers, 12-volt specialists and many of the world's leading automotive manufacturers. For additional information, please visit our website at www.voxxintl.com.

Safe Harbor Statement
Except for historical information contained herein, statements made in this release constitute forward-looking statements and thus may involve certain risks and uncertainties. Forward looking statements in this release include the expected timing for the Form 10-Q and the preliminary results contained herein.  All forward-looking statements made in this release are based on currently available information and the Company assumes no responsibility to update any such forward-looking statements. The following factors, among others, may cause actual results to differ materially from the results suggested in the forward-looking statements: potential changes to our preliminary results that could occur as the Company finalizes our internal review and our independent registered public accounting firm completes its review of such results; failure to complete the transaction with Gentex in a timely manner or at all; global supply shortages and logistics costs and delays; global economic trends; cybersecurity risks; risks that may result from changes in the Company's business operations; operational execution by our businesses; changes in law, regulation or policy that may affect our businesses, including the potential introduction of new tariffs; our ability to increase margins through implementation of operational improvements, restructuring and other cost reduction methods; our ability to keep pace with technological advances; significant competition in the automotive electronics, consumer electronics and biometrics businesses; our relationships with key suppliers and customers; quality and consumer acceptance of newly introduced products; market volatility; non-availability of product; excess inventory; price and product competition; new product introductions; foreign currency fluctuations; restrictive debt covenants and other risks described in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended February 29, 2024, and other filings made by the Company from time to time with the SEC, as such descriptions may be updated or amended in any future reports we file with the SEC. Many of the foregoing risks and uncertainties are, and will be, exacerbated by the War in the Ukraine and any worsening of the global business and economic environment as a result.  

Investor Relations Contact:                                                        
Glenn Wiener, GW Communications (for VOXX)
Email: gwiener@GWCco.com

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SOURCE VOXX International Corporation

FAQ

Why is VOXX International (VOXX) delaying its Q3 2024 10-Q filing?

VOXX is delaying its Q3 2024 10-Q filing due to necessary impairment testing of goodwill, intangible assets, and long-lived assets, triggered by the December 17, 2024 Merger Agreement with Gentex

What triggered the asset impairment testing for VOXX International?

The asset impairment testing was triggered by VOXX's entry into a Merger Agreement with Gentex on December 17, 2024.

What form did VOXX file with the SEC regarding the delayed quarterly report?

VOXX filed Form 12b-25 with the SEC to notify the delay in filing its Quarterly Report on Form 10-Q for the quarter ended November 30, 2024.

What are VOXX International's main business segments as of 2024?

VOXX International's main business segments include Automotive Electronics and Consumer Electronics, specifically in-vehicle entertainment, automotive security, and premium audio market segments.