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Acquisitions, Goodwill And Other Intangible Assets | 6 Months Ended
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Jun. 30, 2025
Acquisitions, Goodwill And Other Intangible Assets [Abstract] |
Acquisitions, Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions Completed During the Six Months Ended June 30, 2025 Freedman Seating Company In April 2025, the Company acquired substantially all of the business assets of Freedman Seating Company, a manufacturer of transportation seating solutions to the bus, rail, marine, delivery truck, and specialty and commercial vehicle markets. The cash consideration was approximately $68.6 million, subject to customary adjustments related to working capital and indebtedness. The Company also assumed $10.0 million of the seller's debt related to new market tax credits. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the OEM segment. The Company is in the process of determining the fair value of the assets acquired and liabilities assumed for the opening balance sheet, including net working capital, fixed assets, and the fair value of intangible assets. As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. The acquisition of this business was preliminarily recorded as of the acquisition date as follows (in thousands):
Cash consideration | $ | 68,608 |
Debt assumed | 10,000 |
Total consideration | $ | 78,608 |
Customer relationships | $ | 25,900 |
Other identifiable intangible assets | 8,700 |
Net tangible assets | 25,251 |
Total fair value of net assets acquired | $ | 59,851 |
Goodwill (tax deductible) | $ | 18,757 |
The customer relationships intangible asset is being amortized over its estimated useful life of 10 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Trans/Air Manufacturing Corporation In March 2025, the Company acquired substantially all of the business assets of Trans/Air Manufacturing Corporation, a manufacturer of climate control systems for the school, commercial, and electric/hybrid vehicle markets. The Company paid $29.6 million in cash consideration at closing with contingent consideration up to a maximum of $2.0 million. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the OEM segment. As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. Goodwill Changes in the carrying amount of goodwill by reportable segment were as follows:
(In thousands) | OEM Segment |  | Aftermarket Segment |  | Total
Net balance – December 31, 2024 | $ | 418,220 |  |  | $ | 167,553 |  |  | $ | 585,773 |
Acquisitions | 20,427 |  |  | — |  |  | 20,427 |
Foreign currency translation | 11,219 |  |  | 1,479 |  |  | 12,698 |
Net balance – June 30, 2025 | $ | 449,866 |  |  | $ | 169,032 |  |  | $ | 618,898 |
Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is tested at the reporting unit level for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist. Other Intangible Assets Other intangible assets consisted of the following at June 30, 2025:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 549,255 |  |  | $ | 246,938 |  |  | $ | 302,317 |  |  | 6 | to | 20
Patents | 99,420 |  |  | 61,457 |  |  | 37,963 |  |  | 3 | to | 20
Trade names (finite life) | 107,332 |  |  | 32,563 |  |  | 74,769 |  |  | 3 | to | 20
Trade names (indefinite life) | 7,432 |  |  | — |  |  | 7,432 |  |  | Indefinite
Non-compete agreements | 5,154 |  |  | 4,854 |  |  | 300 |  |  | 3 | to | 6
Other | 609 |  |  | 353 |  |  | 256 |  |  | 2 | to | 12
Other intangible assets | $ | 769,202 |  |  | $ | 346,165 |  |  | $ | 423,037 |  |  |  |  |
Other intangible assets consisted of the following at December 31, 2024:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 508,945 |  |  | $ | 228,332 |  |  | $ | 280,613 |  |  | 6 | to | 20
Patents | 111,934 |  |  | 74,010 |  |  | 37,924 |  |  | 3 | to | 20
Trade names (finite life) | 95,879 |  |  | 30,524 |  |  | 65,355 |  |  | 3 | to | 20
Trade names (indefinite life) | 7,432 |  |  | — |  |  | 7,432 |  |  | Indefinite
Non-compete agreements | 5,154 |  |  | 4,732 |  |  | 422 |  |  | 3 | to | 6
Other | 609 |  |  | 337 |  |  | 272 |  |  | 2 | to | 12
Other intangible assets | $ | 729,953 |  |  | $ | 337,935 |  |  | $ | 392,018 |  |  |  |  |
Acquisitions, Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions Completed During the Six Months Ended June 30, 2025 Freedman Seating Company In April 2025, the Company acquired substantially all of the business assets of Freedman Seating Company, a manufacturer of transportation seating solutions to the bus, rail, marine, delivery truck, and specialty and commercial vehicle markets. The cash consideration was approximately $68.6 million, subject to customary adjustments related to working capital and indebtedness. The Company also assumed $10.0 million of the seller's debt related to new market tax credits. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the OEM segment. The Company is in the process of determining the fair value of the assets acquired and liabilities assumed for the opening balance sheet, including net working capital, fixed assets, and the fair value of intangible assets. As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. The acquisition of this business was preliminarily recorded as of the acquisition date as follows (in thousands):
Cash consideration | $ | 68,608 |
Debt assumed | 10,000 |
Total consideration | $ | 78,608 |
Customer relationships | $ | 25,900 |
Other identifiable intangible assets | 8,700 |
Net tangible assets | 25,251 |
Total fair value of net assets acquired | $ | 59,851 |
Goodwill (tax deductible) | $ | 18,757 |
The customer relationships intangible asset is being amortized over its estimated useful life of 10 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Trans/Air Manufacturing Corporation In March 2025, the Company acquired substantially all of the business assets of Trans/Air Manufacturing Corporation, a manufacturer of climate control systems for the school, commercial, and electric/hybrid vehicle markets. The Company paid $29.6 million in cash consideration at closing with contingent consideration up to a maximum of $2.0 million. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the OEM segment. As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. Goodwill Changes in the carrying amount of goodwill by reportable segment were as follows:
(In thousands) | OEM Segment |  | Aftermarket Segment |  | Total
Net balance – December 31, 2024 | $ | 418,220 |  |  | $ | 167,553 |  |  | $ | 585,773 |
Acquisitions | 20,427 |  |  | — |  |  | 20,427 |
Foreign currency translation | 11,219 |  |  | 1,479 |  |  | 12,698 |
Net balance – June 30, 2025 | $ | 449,866 |  |  | $ | 169,032 |  |  | $ | 618,898 |
Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is tested at the reporting unit level for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist. Other Intangible Assets Other intangible assets consisted of the following at June 30, 2025:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 549,255 |  |  | $ | 246,938 |  |  | $ | 302,317 |  |  | 6 | to | 20
Patents | 99,420 |  |  | 61,457 |  |  | 37,963 |  |  | 3 | to | 20
Trade names (finite life) | 107,332 |  |  | 32,563 |  |  | 74,769 |  |  | 3 | to | 20
Trade names (indefinite life) | 7,432 |  |  | — |  |  | 7,432 |  |  | Indefinite
Non-compete agreements | 5,154 |  |  | 4,854 |  |  | 300 |  |  | 3 | to | 6
Other | 609 |  |  | 353 |  |  | 256 |  |  | 2 | to | 12
Other intangible assets | $ | 769,202 |  |  | $ | 346,165 |  |  | $ | 423,037 |  |  |  |  |
Other intangible assets consisted of the following at December 31, 2024:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 508,945 |  |  | $ | 228,332 |  |  | $ | 280,613 |  |  | 6 | to | 20
Patents | 111,934 |  |  | 74,010 |  |  | 37,924 |  |  | 3 | to | 20
Trade names (finite life) | 95,879 |  |  | 30,524 |  |  | 65,355 |  |  | 3 | to | 20
Trade names (indefinite life) | 7,432 |  |  | — |  |  | 7,432 |  |  | Indefinite
Non-compete agreements | 5,154 |  |  | 4,732 |  |  | 422 |  |  | 3 | to | 6
Other | 609 |  |  | 337 |  |  | 272 |  |  | 2 | to | 12
Other intangible assets | $ | 729,953 |  |  | $ | 337,935 |  |  | $ | 392,018 |  |  |  |  |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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- Definition The entire disclosure for goodwill and intangible assets. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/350-30/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/350-20/tableOfContent + Details
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