UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 27, 2016

 

GENTHERM INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (248) 504-0500

Former name or former address, if changed since last report: N/A

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

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On April 28, 2016, Gentherm Incorporated (the “Company”) publicly announced its financial results for the first quarter of 2016.  A copy of the Company’s news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  The information in this Item 2.02 and the attached exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.

On April 27, 2016, the Company announced that its Electronics Business Unit (EBU) had won a multi-year contract for a new electronics product that the EBU developed internally.  A copy of the Company’s news release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.  The information in this Item 7.01 and the attached exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

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Exhibit Index

 

 

 

Exhibit 99.1

  

NEWS RELEASE for April 28, 2016 at 6:00 AM ET

 

 

GENTHERM REPORTS 2016 FIRST QUARTER RESULTS

 

Acquisition of Cincinnati Sub-Zero Products, New Electronics Product

Create New Vertical Market Opportunities, Platforms for Growth

 

 

NORTHVILLE, MI (April 28, 2016) . . . Gentherm (NASDAQ-GS:THRM), the global market leader and developer of innovative thermal management technologies, today announced its financial results for the first quarter ended March 31, 2016.

 

Gentherm revenues for the 2016 first quarter increased year over year to $215.7 million from $206.9 million for the 2015 first quarter.  Excluding the impact of the strength of the U.S. Dollar, revenues for this year’s first quarter would have increased approximately 6 percent to $219.4 million.

 

Net income for the quarter was $11.9 million, which included the effect of a previously disclosed, one-time Canadian withholding tax payment and other related tax adjustments.  Without that payment and the other tax adjustments, net income for the quarter would have increased to $21.5 million from $19.8 million for the first quarter of 2015, or $0.59 per basic and diluted share.

 

“Our topline revenue in the first quarter was softer than we planned but all of our core automotive businesses continued to grow and increase market share,” said President and CEO Daniel R. Coker. “It’s important to note that we are in an exciting new phase of our business as we expand into new vertical markets and create new, powerful growth drivers, and revenue streams.”

 

In addition to the 2016 first quarter results, the company also announced that it has acquired a design group with technologies and resources to help existing customers of energy storage systems. The design group, based out of California, hold expertise and technology for development of electrical systems architectures for electrified vehicles.  The addition of this team strengthens the company’s market position and will open up new markets for the company’s proprietary battery thermal management technology; which will enable the company to further support their customers in this important and growing space.

 

“This acquisition further expands Gentherm’s activities in battery systems technologies such as our battery thermal management and other existing products and extends our presence across the board in electric vehicle architecture. This increases our customer value in an important product category, which we believe will add value to this specialized target market,” said Coker.

 

At the end of the first quarter, Gentherm announced that, effective April 1, 2016, it would acquire Cincinnati Sub-Zero Products (CSZ), a manufacturer of environmental test chambers for the industrial market and provider of related industrial product testing services, and a manufacturer of patient temperature management systems for the health care industry, opening new markets and new platforms for growth.  And, just yesterday, Gentherm announced that its Electronics Business Unit (EBU) had developed an innovative, cost effective new electronics product that won a contract from a major automobile manufacturer, creating the potential for another new growth platform with a variety of applications.

 

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Those new additions are the latest examples of the global business expansion underway at Gentherm, Coker added. They join other recent additions including the Company’s remote power generation and industrial market-focused Global Power Technologies (GPT) business; its Battery Thermal Management business in the global hybrid and electric vehicle market; and its furniture business, which includes a proprietary line of heated and cooled bedding products and heated and cooled office seating.

 

Gentherm will continue to evaluate strategic business opportunities to leverage its engineering expertise, its thermal management technologies and its global sales, manufacturing and marketing footprint, Coker added.

 

“We are very optimistic that these new businesses will gain greater traction in coming quarters and be significant contributors to our revenue and profitability in the near future,” Coker said. “We will always have a strong focus on thermal management for the global automotive market, but we are a multi-faceted technology company that is expanding beyond our traditional core products into new industries with new products and new global markets.”

 

First Quarter of 2016 Financial Highlights

Revenues for the quarter increased to $215.7 million, up 4.3 percent from $206.9 million in the 2015 first quarter.  

The year-over-year revenue increase for the quarter included growth in Climate Control Seat® (CCS®) shipments, an increase in seat heater sales and continued growth in sales of heated steering wheels.  GPT revenue for the quarter decreased year over year due to the unfavorable impact of market weakness in the energy markets. This decrease partly reflects continued weakness in the demand for GPT’s products in North America.  During prior quarters, this weakness had been offset by higher sales of products that were sold into geographical markets outside of North America.  However, these sales are for typically larger custom products which are more impacted by the timing of shipments which favor some quarterly periods over others.  Fewer of these custom systems were shipped during the first quarter.  Further information regarding product sales is detailed in the table accompanying this news release.  

 

A portion of Gentherm’s product revenues come from sales denominated in foreign currencies.  Had the average foreign currency exchange rates in the quarter been the same as the average exchange rates in the first quarter of 2015, the Company’s product revenues would have been approximately $3.7 million higher year over year.  Adjusting for this unfavorable currency translation impact, Gentherm’s product revenues for the quarter would have been $219.4 million or 6 percent higher than the first quarter of 2015, reflecting higher unit volumes in substantially all of the Company’s markets and products except for GPT.  Even though the exchange rate of the Euro was down during the first quarter, by the end of the quarter the strength of the Euro had improved, and that trend seems to be continuing.

Net income for the quarter, including the effect of a previously disclosed, one-time Canadian withholding tax payment of $6.3 million and other related tax adjustments of $3.3 million all associated with the closing of Gentherm’s Windsor, Ontario Canada facility, was $11.9 million, or $0.33 per basic and diluted share.  Net income for the first quarter of 2015 was $19.8 million, or $0.55 per basic share and diluted share.   

 

Net income for this year’s first quarter excluding the impacts of the one-time Canadian withholding tax payment and the other tax adjustments would have increased 8.6 percent year over year to $21.5 million or $0.59 per basic and diluted share.

Gross margin as a percentage of revenue for the quarter was 31.6 percent compared with 32.2 percent in the first quarter of 2015. The modest decrease reflected an unfavorable change in product mix due to the lower GPT revenues and higher overhead costs associated with the new production facility in Vietnam, which were partially offset by greater coverage of fixed costs at the higher sales volume levels, and the benefits from weaker foreign currencies on production expenses in foreign currencies.  

 

 

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Gentherm continued to increase cash reserves from operations in the quarter.  Total cash as of March 31, 2016, increased 46 percent to $210.6 million when compared with total cash of $144.5 million at December 31, 2015.  This combined with borrowing availability under the Company’s credit agreements, which increased during the quarter with an amendment to its bank credit facility, provides available liquidity totaling $305.3 million as of March 31, 2016.  However, subsequent to the end of the first quarter, total cash was reduced by approximately $73 million, which was used to acquire CSZ and related assets.

 

Adjusted EBITDA for the quarter was $40.4 million compared with Adjusted EBITDA of $36.0 million for first quarter of 2015, an increase of $4.4 million, or 12.2 percent.  

 

Further non-cash purchase accounting impacts associated with recent acquisitions are detailed in the Acquisition Transaction Expenses, Purchase Accounting Impacts and Other Effects table accompanying this news release.

 

Guidance

We now expect that our revenue in 2016 will grow between 10 and 15 percent over 2015 revenue of $856.4 million.  This improvement includes the acquisition of CSZ which will contribute revenue to Gentherm for the nine month period after the April 1, 2016 acquisition plus continued revenue growth, although slightly lower due to the softness during the first quarter, of our existing products.

 

Conference Call

As previously announced, Gentherm is conducting a conference call today to be broadcast live over the Internet at 8:00 AM Eastern Time to review these financial results.  The dial-in number for the call is 1-888-378-4361 or 1-719-457-2630.  Conference ID:  5649767. Conference call participants will be asked to provide the Conference ID when dialing in to the call.The live webcast and archived replay of the call can be accessed in the Events page of the Investor section of Gentherm’s website at www.gentherm.com.

 

About Gentherm

Gentherm (NASDAQ-GS: THRM) is a global developer and marketer of innovative thermal management technologies for a broad range of heating and cooling and temperature control applications.  Automotive products include actively heated and cooled seat systems and cup holders, heated and ventilated seat systems, thermal storage bins, heated automotive interior systems (including heated seats, steering wheels, armrests and other components), battery thermal management systems, cable systems and other electronic devices.  Non-automotive products include remote power generation systems, heated and cooled furniture, patient temperature management systems, industrial environmental test chambers and related product testing services and other consumer and industrial temperature control applications.  The Company’s advanced technology team is developing more efficient materials for thermoelectrics and new systems for waste heat recovery and electrical power generation.  Gentherm has over ten thousand employees in facilities in the U.S., Germany, Canada, China, Hungary, Japan, Korea, Macedonia, Malta, Mexico, Ukraine and Vietnam.  For more information, go to www.gentherm.com.

 

Except for historical information contained herein, statements in this release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Gentherm Incorporated's goals, beliefs, plans and expectations about its prospects for the future and other future events.  The forward-looking statements included in this press release are made as of the date hereof or as of the date specified and are based on management's current expectations and beliefs.  Such statements are subject to a number of important assumptions, risks, uncertainties and other factors that may cause the Company's actual performance to differ materially from that described in or indicated by the forward looking statements. Those risks include, but are not limited to, risks that new products may not be feasible, sales may not increase, additional financing requirements may not be available, new competitors may arise, currency exchange rates may change, and adverse conditions in the industry in which the Company operates may negatively affect its results. The foregoing risks should be read in conjunction with other cautionary statements included herein, as well as in the Company's annual report on Form 10-K for the year ended December 31, 2015 and subsequent reports filed with the Securities and Exchange Commission. Except as required by law, the Company expressly disclaims any obligation or undertaking to update any forward-looking statements to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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Contact:    DresnerAllenCaron

Mike Mason (investors)

mmason@dresnerallencaron.com

(212) 691-8087

Rene Caron (investors)

rcaron@dresnerallencaron.com

Len Hall (media)

lhall@dresnerallencaron.com

(949) 474-4300

 

 

 

 

 

 

 

 

 

 

TABLES FOLLOW

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GENTHERM INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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GENTHERM INCORPORATED

 

REVENUE BY PRODUCT CATEGORY

(Unaudited, in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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GENTHERM INCORPORATED

RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME

(Unaudited, in thousands)

 

 

 

 

Use of Non-GAAP Financial Measures

In evaluating its business, Gentherm considers and uses Adjusted EBITDA as a supplemental measure of its operating performance.  The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, deferred financing cost amortization, transaction expenses, debt retirement expenses, unrealized currency gain or loss and unrealized revaluation of derivatives.  Management believes that Adjusted EBITDA is a meaningful measure of liquidity and the Company's ability to service debt because it provides a measure of cash available for such purposes. Management provides an Adjusted EBITDA measure so that investors will have the same financial information that management uses with the belief that it will assist investors in properly assessing the Company's performance on a period-over-period basis.

 

The term Adjusted EBITDA is not defined under GAAP, and is not a measure of operating income, operating performance or liquidity presented in accordance with GAAP.  Adjusted EBITDA has limitations as an analytical tool, and when assessing the Company's operating performance, investors should not consider Adjusted EBITDA in isolation, or as a substitute for net income or other consolidated income statement data prepared in accordance with GAAP.  Gentherm compensates for these limitations by relying primarily on its GAAP results and using Adjusted EBITDA only supplementally.

 

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GENTHERM INCORPORATED

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

 

 

 

 

 

 

 

 

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GENTHERM INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

 

 

 

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Exhibit 99.2

NEWS RELEASE for April 27, 2016 at 6:00 AM ET

GENTHERM WINS FIRST ELECTRONICS COMPONENT CONTRACT

 

Contract Award from Major North American Automotive Manufacturer; Innovation Improves Functional and Cost of a Popular Vehicle Optional Feature

 

NORTHVILLE, MI (April 27, 2016) . . . Gentherm (NASDAQ-GS:THRM), the global market leader and developer of innovative thermal management technologies, announced today that its Electronics Business Unit (EBU) has developed a unique, leading edge electronics product, based on an advanced engineering design improving an existing technology currently used on many vehicle models in the automotive industry. Gentherm also announced that the new product, the first electronics product developed by its EBU for sale directly to customers, has resulted in an important multi-year contract win for the EBU from a major automobile manufacturer. This new contract is projected to generate revenue of approximately $10 million annually, on a single vehicle model, beginning in early 2019.

 

The new electronics product creates a more advanced and cost effective electronics solution than what is currently used by traditional automotive design. Gentherm has applied for five patents related to this new product and its application due to its unique engineering design that eliminates costs for complementary system components.

 

This EBU product now being marketed to a broad range of automotive customers demonstrates Gentherm’s ability to apply its innovative electronic technologies into increasingly sophisticated products that can serve a variety of markets, noted President and CEO Daniel R. Coker.  The Company estimates the total market for this new electronics product to be approximately $300 million in 2016 and growing by double digits, with added potential applications of the technology throughout the vehicle, Coker added.

 

“Our talented team of engineers has created an electronics solution that represents a significant advance in automotive electronics and has the potential for many other uses in the auto industry and beyond,” Coker said. “It clearly demonstrates that our advanced engineering and innovative capabilities have the potential to open a completely new electronics business, generate new customer revenue and serve a broad spectrum of markets. We believe this electronics solution will be appealing to our existing and future customers, as it provides substantial cost savings compared to traditional electronic designs.”

 

About Gentherm

Gentherm (NASDAQ-GS: THRM) is a global developer and marketer of innovative thermal management technologies for a broad range of heating and cooling and temperature control applications. Automotive products include actively heated and cooled seat systems and cup holders, heated and ventilated seat systems, thermal storage bins, heated automotive interior systems (including heated seats, steering wheels, armrests and other components), battery thermal management systems, cable systems and other electronic devices. Non-automotive products include remote power generation systems, heated and cooled furniture, patient temperature management systems, industrial environmental test chambers and related product testing services, and other consumer and industrial temperature control applications. The Company’s advanced technology team is developing more efficient materials for thermoelectrics and new systems for waste heat recovery and

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electrical power generation. Gentherm has more than 10,000 employees in facilities in the U.S., Germany, Canada, China, Hungary, Japan, Korea, Macedonia, Malta, Mexico, Ukraine and Vietnam.

 

For more information, go to www.gentherm.com.

 

Except for historical information contained herein, statements in this release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Gentherm Incorporated's goals, beliefs, plans and expectations about its prospects for the future and other future events.  The forward-looking statements included in this press release are made as of the date hereof or as of the date specified and are based on management's current expectations and beliefs.  Such statements are subject to a number of important assumptions, risks, uncertainties and other factors that may cause the Company's actual performance to differ materially from that described in or indicated by the forward looking statements. Those risks include, but are not limited to, delays or difficulties in developing and delivering new products, that new products may not be accepted by customers or feasible to manufacture and sell, that additional financing requirements may be necessary to develop such products but will not be available, that new competitors may arise or that adverse conditions in the industry in which the Company operates may occur. The foregoing risks should be read in conjunction with other cautionary statements included herein, as well as in the Company's annual report on Form 10-K for the year ended December 31, 2015 and subsequent reports filed with the Securities and Exchange Commission. Except as required by law, the Company expressly disclaims any obligation or undertaking to update any forward-looking statements to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

 

 

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