Business Combinations

12 Months Ended

Dec. 31, 2013

Business Combinations

4. Business Combinations

On November 5, 2012, we acquired all of the seat assembly assets related to VSPL for cash consideration of approximately $14.0 million and contingent consideration estimated at $1.7 million. No additional contingent consideration was paid on the first anniversary of closing as the results did not exceed the EBITDA threshold. The additional contingent consideration estimated to be paid based on the second anniversary of the closing date is $1.1 million. Total purchase price shall not exceed approximately $16.2 million. VSPL supplies seats primarily for the passenger, school and coach bus markets in India. VSPL has three leased facilities, one each in the Baska (State of Gujarat), Pune (State of Maharashtra) and Dharwad (State of Karnataka) regions of India. The acquisition of VSPL is consistent with our intent to grow and expand into the India commercial vehicle market and complements our existing initiatives in the construction and truck markets of India.

On December 28, 2012, we acquired all of the assets related to Daltek, LLC (“Daltek”) for total consideration of approximately $13.2 million (the “Daltek acquisition”). The consideration consisted of $10.6 million cash paid upon closing, with $2.5 million deferred until 18 months following closing. Daltek is a company specializing in the application of customized industrial hydrographic films, paints and other interior and exterior finishes. Daltek has two leased facilities in Dalton, Georgia. The acquisition of Daltek complements our existing exterior and interior trim products and is consistent with our plan to grow and diversify outside of the Class 8 market. Pro forma results for our 2012 acquisitions would not be materially different than as reported.

In 2011, we entered into a joint venture (the “Joint Venture”) with Hema Engineering Industries Limited (“Hema”) for the production of seats and seating components for the India commercial vehicle market and for the supply of seats and components to our other global locations. At the date of the Joint Venture, we held a 90% ownership and Hema held a 10% ownership in the Joint Venture, which we deemed a voting interest entity. In connection with the VSPL acquisition, our ownership interest increased to approximately 99% and Hema holds approximately 0.26 percent ownership in the Joint Venture. Hema has the option to increase its ownership interest in the Joint Venture to 10% within 18 months from November 12, 2012. As a result, we consolidate the Joint Venture in our consolidated financial statements according to the voting model.

On January 28, 2011, we acquired all of the assets and certain liabilities related to Bostrom Seating, Inc. (“Bostrom”) for cash consideration of approximately $8.8 million (the “Bostrom acquisition”). Bostrom is a seat supplier to the North American heavy truck, aftermarket, bus and specialty vehicle markets. Bostrom has one owned manufacturing facility in Piedmont, Alabama. The acquisition of Bostrom further expands our North American presence in certain key end markets and enhances our overall aftermarket position.

On July 27, 2011, we acquired certain assets of Stratos Seating (“Stratos”) for cash consideration of approximately $2.3 million (the “Stratos acquisition”). Stratos is a seat supplier to the Australian military, truck and specialty vehicle markets. Stratos is located in Wetherill Park, Sydney, Australia. The acquisition of Stratos expands our Australian presence in the military and truck markets and enhances our overall product offering with the addition of the unique Stratos suspension system and military seating products.