false 0000903129 0000903129 2021-07-29 2021-07-29

 

 

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 29, 2021

 

GENTHERM INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

	Michigan		0-21810		95-4318554
	(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

	21680 Haggerty Road, Northville, MI	48167
	(Address of principal executive offices)	(Zip Code)

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))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, no par value		THRM		Nasdaq

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. ☐

 

 

 

 

 

---

 

Item 2.02

Results of Operations and Financial Condition.

On July 29, 2021, Gentherm Incorporated (the “Company”) publicly announced its financial results for the second quarter of 2021. A copy of the Company’s news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On July 29, 2021 at 8:00 a.m. Eastern Time, the Company will host a conference call to discuss the second quarter of 2021 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.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

 

Exhibit 99.1		Company news release dated July 29, 2021 concerning financial results
Exhibit 99.2		Supplemental materials dated July 29, 2021
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

---

 

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.

 

	GENTHERM INCORPORATED
	By:		/s/ Wayne Kauffman
			Wayne Kauffman
			Senior Vice President, General Counsel and Secretary
Date:  July 29, 2021

 

 

 

Exhibit 99.1

 

Gentherm Reports 2021 Second Quarter Results

 

Automotive Revenue Significantly Outperformed Light Vehicle Production

Secured $400 Million in New Automotive Awards

Updates 2021 Guidance

 

NORTHVILLE, Michigan, July 29, 2021 /Global Newswire/ -- Gentherm (NASDAQ:THRM), a global market leader and developer of innovative thermal management technologies, today announced its financial results for the second quarter ending June 30, 2021.

Second Quarter Highlights

Phil Eyler, the Company's President and CEO, said “I am proud of the Gentherm team for consistently outperforming light vehicle production in the key markets we serve and securing another $400 million of new awards from auto makers around the world, including our first ever production award for ClimateSense^TM. Despite the headwinds in the global supply chain, we generated the highest level of quarterly cash flow from operations since 2018.”

 

“While supply disruptions will remain challenging in the near term, the momentum in new awards, winning coveted supplier awards from General Motors and Honda, coupled with a disciplined approach to cost management position us well to continue to deliver over the long term,” continued Eyler.

 

2021 Second Quarter Financial Review

Product revenues for the second quarter of 2021 increased by $129.9 million, or 95.5%, as compared with the prior-year period. Excluding the impact of foreign currency translation, product revenues increased 87.3% year over year.

Automotive revenues increased 105.1% year over year, with revenue growth in all product categories. Adjusting for foreign currency translation, organic Automotive revenues increased 96.2% year over year, primarily as a result of the negative impact of COVID-19 in the prior-year period, as well as increased volumes from new launches and higher take rates. According to IHS Markit’s mid-July report, actual light vehicle production increased by approximately 36.4% when compared with the second quarter of 2020 in the Company’s key markets of North America, Europe, China, Japan and Korea.

 

---

 

Gentherm Medical revenue declined 6.6% year over year, primarily as a result of the COVID-driven higher Blanketrol® sales in the prior-year period.

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

Gross margin rate increased to 29.8% in the current-year period, as compared with 19.6% in the prior-year period. The improvement over the prior-year period resulted from fixed cost leverage from higher unit volume, labor productivity, and favorable foreign currency translation. These were partially offset by the impact from industry-wide supply chain disruptions, annual customer price reductions, and wage inflation.

Net research and development expenses of $18.2 million in the 2021 second quarter increased $2.9 million, or 18.8% over the prior-year period, primarily due to increased project spending related to new awards and new technology investments, partially offset by higher reimbursements for design and development costs.

Selling, general and administrative expenses of $27.2 million in the 2021 second quarter increased $5.3 million, or 24.4%, versus the prior-year period. The year-over-year increase was primarily driven by the absence of temporary COVID-19 cost reduction measures that were taken by the Company in the second quarter of 2020.

Restructuring expenses of $2.1 million in the current-year period were primarily due to employee separation costs.

As described more fully in the “Reconciliation of Net Income (Loss) to Adjusted EBITDA” table included below, the Company recorded Adjusted EBITDA of $43.7 million in the 2021 second quarter compared with $0.1 million in the prior-year period, an increase of $43.6 million.

Income tax expense in the 2021 second quarter was $5.7 million, as compared with $0.2 million in the prior-year period. The effective tax rate was 18.8% in the 2021 second quarter.

GAAP diluted earnings per share for the second quarter of 2021 was $0.74 compared with a diluted loss per share of $0.32 for the prior-year period. Adjusted diluted earnings per share, excluding restructuring expenses, non-cash purchase accounting impact and other impacts (see table herein), was $0.85. Adjusted diluted loss per share in the prior-year period was $0.30.

 

Guidance

The Company is updating its full-year 2021 guidance that was initially provided in its year-end 2020 earnings release on March 1, 2021:

 

 

 

 

 

---

 

 

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 the U.S.). The passcode for the live call is 13721112.

 

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 two hours after the call until 11:59 pm Eastern Time on August 12, 2021. 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 13721112.

 

 

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 performance solutions, 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 more than 11,000 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. 

 

Forward-Looking Statements 

 

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 release are made as of the date hereof or as of the date specified herein and are based on management's reasonable expectations and beliefs. Such statements are subject to a number of important assumptions, risks,

 

---

 

uncertainties and other factors that may cause actual results or performance to differ materially from that described in or indicated by the forward-looking statements, including:

 

---

 

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 SEC filings, 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, each of which may present material risks to the Company’s future business and financial results. 

 

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. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

---

 

 

GENTHERM INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS)

(In thousands, except per share data)

(Unaudited)

 

 

 

 

---

 

 

GENTHERM INCORPORATED

REVENUE BY PRODUCT CATEGORY AND RECONCILIATION OF FOREIGN CURRENCY TRANSLATION IMPACT

(In thousands)

(Unaudited)

 

 

 

---

 

 

GENTHERM INCORPORATED

RECONCILIATION OF NET INCOME (LOSS) 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 here or elsewhere information regarding adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), Adjusted EBITDA margin, adjusted earnings per share (“Adjusted earnings per share” or “Adjusted EPS”), free cash flow, Net Debt and Revenue excluding the impact of foreign currency translation, 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 EBITDA margin as Adjusted EBITDA divided by product revenues. 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 defines Free Cash Flow as Net cash provided by operating activities less Purchases of property and equipment. The Company defines Net Debt as the principal amount of all Consolidated Funded Indebtedness (as defined in the Credit Agreement) less cash and cash equivalents. The Company defines Revenue excluding the impact of foreign currency translation as revenue, less the estimated effects of foreign currency exchange on revenue by translating actual revenue using the prior period foreign currency exchange rates.

 

The Company’s reconciliations are included in this release or can be found in the supplemental materials furnished as Exhibit 99.2 to the Company’s Form 8-K dated July 29, 2021.

 

In evaluating its business, the Company considers and uses Free Cash Flow and Net Debt as supplemental measures of its liquidity and the other non-GAAP financial measures as supplemental measures of its operating performance. Management provides such non-GAAP financial 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 by excluding matters not indicative of the Company’s ongoing operating or liquidity results. In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur revenues, expenses, and cash and non-cash obligations that are the same as or similar to some of the adjustments in our presentation of non-GAAP financial measures. Our presentation of non-GAAP financial measures should not be construed as an inference

 

---

 

that our future results will be unaffected by unusual or non-recurring items. There also can be no assurance that we will not modify the presentation of our non-GAAP financial measures in the future, and any such modification may be material. Other companies in our industry may define and 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 or liquidity, investors should not consider these non-GAAP measures in isolation, or as a substitute for net income, revenue or other consolidated income statement or cash flow statement data prepared in accordance with GAAP.

 

Non-GAAP measures referenced in this release and other public communications may include estimates of future Adjusted EBITDA, Adjusted EBITDA margin 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.

 

---

 

GENTHERM INCORPORATED

ADJUSTED NET INCOME (LOSS) AND ADJUSTED EARNINGS PER SHARE

(In thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

---

 

 

GENTHERM INCORPORATED

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

 

 

 

---

 

 

GENTHERM INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

 

 

 

####

 

 

2021 Second Quarter Results Gentherm, Inc. July 29, 2021 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 herein and are based on management's reasonable expectations and beliefs. Such statements are subject to a number of important assumptions, risks, uncertainties and other factors that may cause actual results or 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: the COVID-19 pandemic and its direct and indirect adverse impacts on the automobile and medical industries and global economy, which had, and may continue to have, an adverse effect on, among other things, the Company’s results of operations, financial condition, cash flows, liquidity, business operations and stock price; borrowing availability under the Company’s revolving credit facility, the loss of any key suppliers, or any material delays in the supply chain of the Company or the ORMs and Tier 1s supplied by the Company, including resulting from a shortage of key components (such as semiconductors); the Company’s failure to be in compliance with covenants under its debt agreements, which could result in the amounts outstanding thereunder being accelerated and becoming immediately due and payable; the Company’s ability to obtain additional financing by accessing the capital markets, which may not be available on acceptable terms or at all; the macroeconomic environment, including its impact on the automotive industry, which is cyclical; any significant declines or slower growth than anticipated in light vehicle production; market acceptance of the Company’s existing or new products, and new or improved competing products developed by competitors with greater resources; shifting customer preferences, including due to the evolving use of automobiles and technology; the Company’s ability to project future sales volumes, based on which the Company manages its business; reductions in new business awards, which were limited in 2020, and may continue to be limited, due to COVID-19 and related uncertainties; the Company’s ability to convert new business awards into product revenues; managing the Company’s growth effectively and to integrate successfully any recent business ventures, acquisitions, and strategic investments and alliances into the Company’s business; the loss or insolvency of any of the Company’s key customers; the impact of price downs in the ordinary course, or additional increased pricing pressures from the Company’s customers; the feasibility of Company’s development of new products on a timely, cost effective basis, or at all; security breaches and other disruptions to the Company’s IT systems; work stoppages impacting the Company, its suppliers or customers; changes in free trade agreements or the implementation of additional tariffs, and the Company’s ability to pass-through tariff costs; unfavorable changes to currency exchange rates; the Company’s ability to protect its intellectual property in certain jurisdictions; the Company’s ability to effectively implement ongoing restructuring and other cost-savings measures or realize the full amount of estimated savings; and compliance with, and increased costs related to, domestic and international regulations. 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 SEC filings, 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, each of which may present material risks to the Company’s future business and financial results. 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. 2

Use of Non-GAAP Financial Measures* In addition to the results reported herein in accordance with GAAP, the Company has provided here or elsewhere Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EPS, Free Cash Flow, Net Debt and Revenue excluding the impact of foreign currency translation, each a non-GAAP financial measure. See the Company’s earnings release dated July 29, 2021 for the definitions of each non-GAAP financial measure, information regarding why the Company utilizes such non-GAAP measures as supplemental measures of performance or liquidity, and their limitations.    * See Appendix for certain reconciliations of GAAP to non-GAAP historical financial measures 3

Automotive 2Q 2021 Highlights 4 Continued strong execution in Automotive 18 Vehicle launches with 10 OEMs Multiple CCS® product launches Chevrolet Bolt Great Wall HAVAL Mercedes EQS Rivian R1T Won German Innovation Award 2021 for our innovative Cell Connecting Board with proprietary thin foil technology Second consecutive Supplier of the Year Award from General Motors Second consecutive recognition by Honda as a top North American Supplier

New Automotive Business Awards 5 Continued momentum in new business awards First Production Vehicle Award for ClimateSenseTM $400M in awards across 11 OEMs in 2Q 2021 Multiple CCS® awards Ford Great Wall Lincoln Stellantis 15 Steering Wheel Heater awards across 4 OEMs Innovative, combined steering wheel heat and hands-on-detection sensor with Audi Air-cooling Battery Thermal Management award with Kia

Medical 2Q 2021 Highlights 6 Well positioned to grow the Medical business Awarded a 3-year Patient Warming contract with Premier to include ASTOPAD™ and WarmAir® FilteredFlo® products Launched Blanketrol®CoolRepeat ® in the U.S., enhancing Blanketrol functionality Improving hospital access in the U.S.; continued restrictions in Canada, Europe, and Latin America

Selected Income Statement Data 7 Three Months Ended June 30, Six Months Ended June 30, (Dollars in thousands, except per share data)

Selected Balance Sheet Data 8 (Dollars in thousands)

2021 Guidance Based on the current forecast of customer orders and production outlook for the balance of 2021. Foreign exchange rate assumed at current levels. Due to the inherent difficulty of forecasting the timing and amount of certain items that would impact net income margin, such as foreign currency gains and losses, we are unable to reasonably estimate net income margin, the GAAP financial measure most directly comparable to Adjusted EBITDA margin. Accordingly, we are unable to provide a reconciliation of Adjusted EBITDA margin to net income margin with respect to the guidance provided. 9

Appendix 10

Reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin 11 Three Months Ended June 30, Six Months Ended June 30,

Reconciliation of Adjusted EPS 12 Three Months Ended June 30, Six Months Ended June 30,