Acquisitions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Business Combination [Abstract] | |
| Acquisitions | Note 8 – Acquisitions
On December 19, 2025, the Company acquired Carly Railcar Components, LLC (“CRC”), which operates as a wholly owned subsidiary and aligns with the Company’s aftermarket distribution business. Total consideration for the acquisition included cash paid at closing, indebtedness assumed and settled, a holdback liability, and contingent consideration based on future revenue and gross margin performance. The Company accounted for the transaction as a business combination under ASC 805 and recognized a bargain purchase gain of $2,087, which was recorded in other income (expense) in the consolidated statements of operations for the year ended December 31, 2025.
The acquisition included identifiable intangible assets, primarily customer relationships and a trade name, which are being amortized over their estimated useful lives. Contingent consideration related to the acquisition was recorded at its fair value of $2,020 as of the acquisition date and is recorded as a liability that is remeasured at fair value each reporting period. The Company reassessed the fair value of the contingent consideration as of June 30, 2026 and determined there was no change in its fair value. Additional information is included in Note 5 – Fair Value Measurements. During the six months ended June 30, 2026, the Company settled the holdback liability related to the CRC acquisition by paying $434. The final settlement amount was lower than the initially recorded liability, resulting in a $66 measurement period adjustment to the purchase price allocation.
On July 16, 2026, the Company completed the acquisition of certain assets of Southern Parts & Equipment, Inc., consisting primarily of inventory and customer relationships, to further expand the Company's aftermarket business. The aggregate purchase price was $511, consisting of cash consideration paid at closing and contingent consideration of up to $400 based on the achievement of specified revenue targets during the twelve-month period following the acquisition. Due to the timing of the acquisition, the preliminary allocation of the purchase price has not yet been completed. |