Acquisitions, Goodwill And Other Intangible Assets

6 Months Ended

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