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December 11, 2018
Barry G. Steele
Chief Financial Officer
Gentherm Incorporated
21680 Haggerty Road
Northville, MI 48167
Re: Gentherm Incorporated
Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 23, 2018
Form 10-Q for Fiscal Quarter Ended September 30, 2018
Filed November 1, 2018
File No. 000-21810
Dear Mr. Steele:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K for Fiscal Year Ended December 31, 2017
MD&A
Results of Operations, page 34
1. In your discussion of automotive segment revenues, you disclose changes
attributed to
many product categories and other factors but it is not clear how the
quantified
amounts reconcile to the total change in automotive revenues. In
addition, you attribute
the increase in cost of sales in 2017 to increased sales volumes and
other factors, but do
not quantify the change attributed to increased sales volumes. As such,
please consider
expanding this section by:
increasing the use of tables to present dollar and percentage changes
in accounts,
rather than including such information in narrative text form;
Barry G. Steele
FirstNameIncorporated
Gentherm LastNameBarry G. Steele
Comapany11, 2018
December NameGentherm Incorporated
December 11, 2018 Page 2
Page 2
FirstName LastName
using tables to list, quantify, and sum all of the material
individual factors to which
changes in accounts are attributable;
refocusing the narrative text portion of the disclosure on
analysis of the underlying
business reasons for the individual factors in the tables above;
ensuring that all material factors are quantified and analyzed;
and
quantifying the effects of changes in both price and volume on
revenues and expense
categories, where appropriate.
Note 2 - Summary of Significant Accounting Policies
Accrued Warranty Costs, page F-13
2. We note your reconciliation of the changes in the warranty liability
includes reconciling
items "warranty claims paid or retired" and "expense." Please revise
your tabular
reconciliation to include the reconciling items specified by ASC
460-10-50-8c.
Note 11 - Segment Reporting, page F-32
3. We note your disclosure in MD&A of changes in sales for certain
product categories.
Please revise note 11 to disclose revenues from external customers for
each product and
service or each group of similar products and services. Refer to ASC
280-10-50-40.
Form 10-Q for Fiscal Quarter Ended September 30, 2018
Consolidated Condensed Statements of Income, page 4
4. We note from page 29 that the $11.5 million impairment charge taken is
comprised
of $2.2 million in impairment loss recognized on held for sale assets,
$6.2 million in
impairment loss on goodwill, and $3.1 million in impairment loss
recognized on other
intangible assets, and that this relates to your classification of GPT
and CSZ-IC as held for
sale. We also note from your disclosure on page 28 that these
entities, while meeting the
qualifications to be considered held for sale, did not meet the
qualifications to be
considered as discontinued operations. Please tell us why you have
classified these
impairment charges as non-operating income in your statement of
income. Refer to the
guidance in Rule 5-03 of Regulation S-X.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Barry G. Steele
Gentherm Incorporated
December 11, 2018
Page 3
You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
with any
questions.
FirstName LastNameBarry G. Steele Sincerely,
Comapany NameGentherm Incorporated
Division of Corporation
Finance
December 11, 2018 Page 3 Office of Transportation
and Leisure
FirstName LastName