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):  July 25, 2019

 

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

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On July 25, 2019, Gentherm Incorporated (the “Company”) publicly announced its financial results for the second quarter of 2019. A copy of the Company’s news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On July 25, 2019 at 8:00 a.m. Eastern Time, the Company will host a conference call to discuss the second quarter of 2019 financial results. A copy of the supplemental materials that will be used during the conference call is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 2.02 and the attached exhibits 99.1 and 99.2 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.

 

 

 

Exhibit 99.1

 

 

Gentherm Reports 2019 Second Quarter Results

 

Revenue Performance Reflects Challenging Automotive Environment

Achieved Highest Gross Margin Rate in 5 Quarters

Reduced Operating Expenses by 14%

Updates 2019 Revenue and Gross Margin Guidance

 

NORTHVILLE, Michigan, July 25, 2019 /Global Newswire/ - Gentherm (NASDAQ:THRM), the global market leader of innovative thermal management technologies, today announced its financial results for the second quarter ended June 30, 2019.

Second Quarter Highlights

Phil Eyler, the Company's President and CEO, said “We continued to make progress with our focused growth strategy, achieved our highest gross margin rate in five quarters and reduced operating expenses by 14 percent from a year ago. Our Medical business grew double digits in the quarter as we successfully added Stihler products to our portfolio.”

 

“In Automotive, we secured over $2.2 billion of new awards from top auto makers around the world in the last six quarters and consistently outperformed actual light vehicle production in our key markets. However, the production environment continues to deteriorate, putting downward pressure on our revenue growth trajectory. While we are reducing our revenue guidance for 2019, we are tightening our gross margin range and maintaining our profitability guidance as we continue to improve our cost performance through the Fit-for-Growth program,” continued Eyler.

2019 Second Quarter Financial Review

Product revenues for the second quarter of 2019 of $243.3 million declined $23.1 million, or 8.7%, as compared to the prior-year period. Excluding the impact of foreign currency translation, divested assets and assets held for sale, product revenues declined 1.9% year over year.

 

Automotive revenues declined 5.5% year over year. All product categories saw revenue declines except Battery Thermal Management (BTM) and Other Automotive. Adjusting for foreign currency translation, organic Automotive revenues decreased 3.0% year over year. When compared with IHS Markit's mid-April forecast for the second quarter of 2019, actual light vehicle production was approximately 4 percentage points below forecast. In addition, when compared to the second quarter of 2018, actual global light vehicle production declined by 8%.

 

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The revenue decline in the Industrial segment resulted from the absence of revenue in this year’s second quarter from the divested Cincinnati Sub-Zero (CSZ) industrial chamber business and lower sales in the Global Power Technologies (GPT) business, which has been classified as “assets held for sale.” The decline was partially offset by higher medical revenue. Gentherm Medical revenue grew 30.7% year over year as a result of the Stihler acquisition that occurred in the first quarter of 2019, as well as higher Blanketrol sales.

See the “Revenue by Product Category” table included below for additional detail.

The gross margin rate increased to 29.9% in the current-year period, a 100-basis point improvement over the prior-year period, primarily as a result of supplier cost reductions, higher labor productivity and Fit-for-Growth cost reduction initiatives. These were partially offset by annual customer price reductions, wage inflation, tariffs, as well as the negative fixed cost leverage from lower unit volume. On a sequential basis, the gross margin rate improved 70 basis points.

Net research and development (R&D) expenses of $19.3 million in the second quarter of 2019 decreased $1.8 million, or 8.5%, year over year as a direct result of the Company’s focused portfolio and Fit-for-Growth cost reduction initiatives.

Selling, general and administrative (SG&A) expenses of $31.8 million in the second quarter of 2019 decreased $2.4 million, or 7.1%, versus the prior-year period. The year-over-year decline was primarily driven by the sale of the CSZ industrial chambers business and the impact of the Fit-for-Growth cost reduction initiatives.

During the quarter, the Company recognized $1.2 million in restructuring expenses which resulted from completed actions associated with its Fit-for-Growth initiatives. Total implemented actions to date are expected to deliver annualized savings of approximately $42 million. The Company has identified a total of $68 million of savings against its annualized target of $75 million by 2021.

As described more fully in the table included below, “Reconciliation of Net Income to Adjusted EBITDA,” the Company recorded Adjusted EBITDA of $32.2 million during the second quarter of 2019 compared to $35.5 million in the prior year, a year-over-year decrease of $3.3 million or 9.5%.

Income tax expense in the 2019 second quarter was $5.5 million, as compared with $3.1 million in the prior-year period. Adjusting for the $9.9 million non-deductible impairment loss, the effective tax rate for the quarter was 30.5%. This rate differed from the Federal statutory rate of 21%, primarily due to higher tax rates in foreign tax jurisdictions.

GAAP diluted earnings per share for the second quarter of 2019 was $0.08 compared with $0.45 for the prior-year period. Adjusted diluted earnings per share, excluding restructuring expenses, impairment charges, unrealized currency gain, and other impacts (see table herein), was $0.47. Adjusted diluted earnings per share in the prior-year period was $0.58.

Guidance

Based on the Company’s second quarter results and the challenging macroeconomic environment, Gentherm is updating its revenue and gross margin guidance, while maintaining all other guidance metrics, for 2019 excluding the impact of foreign currency translation, divested assets and assets held for sale as follows:

 

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Conference Call

 

As previously announced, Gentherm will conduct a conference call today at 8:00 am Eastern Time to review these results. The dial-in number for the call is 1-877-407-4018 (callers in the U.S.) or +1-201-689-8471 (callers outside this U.S.). The passcode for the live call is 13692030.

 

A live webcast and one-year archived replay of the call can be accessed on the Events page of the Investor section of Gentherm's website at www.gentherm.com.

 

A telephonic replay will be available approximately 2 hours after the call until 11:59 pm Eastern Time on August 8, 2019. The replay can be accessed by dialing 1-844-512-2921 (callers in the U.S.), or +1-412-317-6671 (callers outside the U.S.). The passcode for the replay is 13692030.

 

 

Investor Relations Contact
Yijing Brentano

investors@gentherm.com
(248) 308-1702

 

Media Contact

Melissa Fischer

media@gentherm.com

248.289.9702

 

 

About Gentherm

 

Gentherm (NASDAQ: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 variable temperature Climate Control Seats, heated automotive interior systems (including heated seats, steering wheels, armrests and other components), battery thermal management systems, cable systems and other electronic devices. Medical products include patient temperature management systems. The Company is also developing a number of new technologies and products that will help enable improvements to existing products and to create new product applications for existing and new markets. Gentherm has over 13,000 employees in facilities in the United States, Germany, Canada, China, Hungary, Japan, Korea, North Macedonia, Malta, Mexico, United Kingdom, 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

 

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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, new competitors may arise or customers may develop their own products to replace the Company’s products, customer preferences for end products may shift, the Company may lose suppliers or customers, market acceptance of the Company’s existing or new products may decrease, currency exchange rates may change unfavorably, pricing pressures from customers may increase, current and projected future declines in automobile production may have an adverse impact, the macroeconomic environment may present adverse conditions, additional financing requirements may not be available, the Company’s workforce and operations could be disrupted by civil or political unrest in the countries in which the Company operates, free trade agreements may be altered in a manner adverse to the Company, our customers may not accept pass-through of new tariff costs, additional tariffs may be implemented, cost-savings measures may not be achievable or may need to be reversed, assets held for sale may not be sold quickly or at all, the Company may be unable to repurchase its shares of common stock at favorable prices or at all, due to market conditions, applicable legal requirements, debt covenants or other restrictions, compliance with covenants and other restrictions under the Company’s credit facility, medical device regulations could change in an unfavorable manner, oil and gas prices could fluctuate causing adverse consequences, and other adverse conditions in the industries in which the Company operates may negatively affect its results.

 

The foregoing risks should be read in conjunction with the Company's filings with the Securities and Exchange Commission (the “SEC”), including “Risk Factors”, in its most recent Annual Report on Form 10-K and subsequent quarterly reports, for a discussion of these and other risks and uncertainties. In addition, the business outlook discussed in this release does not include the potential impact of any business combinations, acquisitions, divestitures, strategic investments and other significant transactions that may be completed after the date hereof. 

 

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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GENTHERM INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

 

 

 

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GENTHERM INCORPORATED

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

(In thousands)

(Unaudited)

 

 

Use of Non-GAAP Financial Measures

 

In addition to the results reported in accordance with GAAP throughout this release, the Company has provided information regarding adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and adjusted earnings per share (“Adjusted earnings per share” or “Adjusted EPS”), each, a non-GAAP financial measure. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, deferred financing cost amortization, and other gains and losses not reflective of the Company’s ongoing operations and related tax effects including transaction expenses, debt retirement expenses, impairment of assets held for sale, gain or loss on sale of business, restructuring expense, unrealized currency gain or loss and unrealized revaluation of derivatives. The Company defines Adjusted EPS as earnings adjusted by gains and losses not reflective of the Company’s ongoing operations and related tax effects including transaction expenses, debt retirement expenses, impairment of assets held for sale, gain or loss on sale of business, restructuring expense, unrealized currency gain or loss and unrealized revaluation of derivatives. The Company’s reconciliation of net income to Adjusted EBITDA is provided in this release. The Company’s Reconciliation of Adjusted EPS can be found in the supplemental materials furnished as Exhibit 99.2 to the Company’s Form 8-K dated July 25, 2019 and also is included in the presentation entitled “Q2 2019 Gentherm Incorporated Earnings Conference Call Release,” which can be found on the Events page of the Investor section of Gentherm's website at www.gentherm.com.

 

In evaluating its business, the Company considers and uses Adjusted EBITDA and Adjusted EPS as supplemental measures of its operating performance. Management provides Adjusted EBITDA and Adjusted EPS measures 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. Other companies in our industry may calculate these non-GAAP financial measures differently than we do and those calculations may not be comparable to our metrics. These non-GAAP measures have limitations as analytical tools, and when assessing the Company's operating performance, investors should not consider Adjusted EBITDA or Adjusted EPS in isolation, or as a substitute for net income or other consolidated income statement data prepared in accordance with GAAP.

 

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Non-GAAP measures referenced in this release may include estimates of future Adjusted EBITDA and Adjusted EPS. Such forward-looking non-GAAP measures may differ significantly from the corresponding GAAP measures, due to depreciation and amortization, tax expense, and/or interest expense, some or all of which management has not quantified for the future periods.

 

 

 

 

 

 

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GENTHERM INCORPORATED

ACQUISITION TRANSACTION EXPENSES, PURCHASE ACCOUNTING IMPACTS

AND OTHER EFFECTS

(In thousands, except per share data)

(Unaudited)

 

 

 

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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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2019 Second Quarter Results Gentherm, Inc. July 25, 2019 Exhibit 99.2

Forward-Looking Statement Except for historical information contained herein, statements in this presentation 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 presentation 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, new competitors may arise or customers may develop their own products to replace the Company’s products, customer preferences for end products may shift, the Company may lose suppliers or customers, market acceptance of the Company’s existing or new products may decrease, currency exchange rates may change unfavorably, pricing pressures from customers may increase, current and projected future declines in automobile production may have an adverse impact, the macroeconomic environment may present adverse conditions, additional financing requirements may not be available, the Company’s workforce and operations could be disrupted by civil or political unrest in the countries in which the Company operates, free trade agreements may be altered in a manner adverse to the Company, our customers may not accept pass-through of new tariff costs, additional tariffs may be implemented, cost-savings measures may not be achievable or may need to be reversed, assets held for sale may not be sold quickly or at all, the Company may be unable to repurchase its shares of common stock at favorable prices or at all, due to market conditions, applicable legal requirements, debt covenants or other restrictions, compliance with covenants and other restrictions under the Company’s credit facility, medical device regulations could change in an unfavorable manner, oil and gas prices could fluctuate causing adverse consequences, and other adverse conditions in the industries in which the Company operates may negatively affect its results. You should review the Company's filings with the Securities and Exchange Commission (the “SEC”), including “Risk Factors”, in its most recent Annual Report on Form 10-K and subsequent quarterly reports, for a discussion of these and other risks and uncertainties. In addition, the business outlook discussed in this presentation does not include the potential impact of any business combinations, acquisitions, divestitures, strategic investments and other significant transactions that may be completed after the date hereof.  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.

In addition to the results reported in accordance with GAAP throughout this presentation, the Company has provided information regarding adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and adjusted earnings per share (“Adjusted EPS”), each, a non-GAAP financial measure. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, deferred financing cost amortization, and other gains and losses not reflective of the Company’s ongoing operations and related tax effects including transaction expenses, debt retirement expenses, impairment of assets held for sale, gain or loss on sale of business, restructuring expense, unrealized currency gain or loss and unrealized revaluation of derivatives. The Company defines Adjusted EPS as earnings adjusted by gains and losses not reflective of the Company’s ongoing operations and related tax effects including transaction expenses, debt retirement expenses, impairment of assets held for sale, gain or loss on sale of business, restructuring expense, unrealized currency gain or loss and unrealized revaluation of derivatives. In evaluating its business, the Company considers and uses Adjusted EBITDA and Adjusted EPS as supplemental measures of its operating performance. Management provides Adjusted EBITDA and Adjusted EPS measures 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. Other companies in our industry may calculate these non-GAAP financial measures differently than we do and those calculations may not be comparable to our metrics. These non-GAAP measures have limitations as analytical tools, and when assessing the Company's operating performance, investors should not consider Adjusted EBITDA or Adjusted EPS in isolation, or as a substitute for net income or other consolidated income statement data prepared in accordance with GAAP. Non-GAAP measures referenced in this presentation may include estimates of future Adjusted EBITDA and Adjusted EPS. Such forward-looking non-GAAP measures may differ significantly from the corresponding GAAP measures, due to depreciation and amortization, tax expense, and/or interest expense, some or all of which management has not quantified for the future periods. * See Appendix for a reconciliation of GAAP to non-GAAP financial measures Use of Non-GAAP Financial Measures*

2Q 2019 Highlights Continued progress on Focused Growth and margin expansion activities Significantly outperformed the Automotive market Continued Automotive awards momentum Strong double-digit revenue growth in Medical Achieved highest Gross Margin rate in 5 quarters Reduced Operating Expenses by 14 percent $25M of share repurchases in the quarter

20 Vehicle launches with 11 OEMs Multiple CCS® product launches SAICFAW Kia Innovative multifunction Electronic Control Unit launch Ford Explorer Lincoln Aviator New and follow on ClimateSenseTM development projects with luxury German and U.S. automakers Consistently outperforming the Automotive market and exceeding customers’ expectations Automotive 2Q 2019 Highlights

$260M in awards across 23 OEMs Multiple CCS® awards Jeep CompassBuick Enclave BMW 7-SeriesChevrolet Traverse CCS® Active award for BMW 7-Series Steering Wheel Heater awards across 15 OEMs Air cooling Battery Thermal Management award First award with Renault – Seat Heater and Electronics Automotive 2Q 2019 Awards Strategic technology awards position Gentherm for long-term growth

Industrial 2Q 2019 Highlights Well positioned to grow the Medical business Double-digit revenue growth in Medical year over year Higher-than-expected demand for newly-acquired Stihler products Continued strong growth in Blanketrol® equipment and consumables with largest contribution from Asia Received initial orders for UV TREO, our new cardiovascular heat/cool system with integrated disinfection technology

Selected Income Statement Data Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (In thousands, except per share data) Product Revenues $ 243,326 $ 266,400 $ 501,247 $ 530,986 Gross Margin 72,714 77,092 148,021 158,334 Gross Margin % 29.9% 28.9% 29.5% 29.8% Operating Expenses 52,657 61,499 106,119 122,092 Operating Income 20,057 15,593 41,902 36,242 Adjusted EBITDA 32,162 35,524 67,356 70,033 Adjusted EPS 0.47 0.58 1.02 1.11

Selected Balance Sheet Data June 30, 2019 December 31, 2018 (In thousands) Cash, Cash Equivalents and Restricted Cash $ 36,181 $ 39,620 Total Assets 751,910 803,047 Debt 107,348 139,890 Current 2,955 3,413 Non-Current 104,393 136,477 Revolving LOC Availability 378,533 221,871 Total Liquidity 414,714 261,491

2019 Guidance 2019E Revenue Growth 0% - 2% Gross Margin 29% - 30% Operating Expenses % of Revenue 19% - 20% Adjusted EBITDA Margin (1) 14% - 15% Updating 2019 Revenue and Gross Margin Guidance (1) Due to the inherent difficulty of forecasting the timing and amount of certain items that would impact net income, such as foreign currency gains and losses, we are unable to reasonably estimate net income, the GAAP financial measure most directly comparable to Adjusted EBITDA. Accordingly, we are unable to provide a reconciliation of Adjusted EBITDA to net income with respect to the guidance provided.

Appendix

Reconciliation of Net Income to Adjusted EBITDA Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018   (In thousands) Net Income $ 2,751 $ 16,659 $ 11,165 $ 29,625 Add Back: Income Tax Expense 5,548 3,083 12,443 6,119 Interest Expense 1,240 1,240 2,608 2,420 Depreciation and Amortization 11,094 12,859 22,074 25,679 Adjustments: Restructuring Expenses 1,231 6,215 3,145 7,080 Impairment of Assets Held for Sale 9,885 - 20,369 - Gain on Sale of a Business - - (4,970) - Acquisition Transaction Expense 342 - 380 - Unrealized Currency Loss (Gain) 71 (4,532) (932) (890) CFO Transition Expenses - - 1,065 - Adjusted EBITDA $ 32,162 $ 35,524 $ 67,356 $ 70,033

Reconciliation of Adjusted EPS (1) Certain reclassifications of prior year’s amounts have been made to conform with the current year’s presentation. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Diluted EPS - As Reported $ 0.08 $ 0.45 $ 0.33 $ 0.81 Acquisition Transaction Expenses 0.01 - 0.01 - Non-Cash Purchase Accounting Impacts 0.08 0.10 0.15 0.19 Unrealized Currency (Gain)/Loss - (0.12) (0.03) (0.02) Restructuring Expenses 0.04 0.17 0.09 0.19 Gain on Sale of a Business - - (0.15) - Impairment Losses 0.29 - 0.61 - CFO Transition Expense - - 0.03 - Tax Effect of Above (0.03) (0.02) (0.03) (0.07) Rounding Adjustment - - - 0.01 Diluted EPS - As Adjusted $ 0.47 $ 0.58 $ 1.02 $ 1.11