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April 13, 2022
Matteo Anversa
EVP, Chief Financial Officer and Treasurer
Gentherm Incorporated
21680 Haggerty Road
Northville Michigan 48167
Re: Gentherm
Incorporated
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed February 17,
2022
File No. 000-21810
Dear Mr. Anversa:
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 the comment 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 the Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Critical Accounting Estimates
Impairments of Goodwill, page 42
1. We note your Medical
Segment has generated operating losses in two of the three years
presented, as well as a
significant cumulative operating loss over the three year period.
Please tell us and
disclose in future filings, the percentage or amount by which the fair
value of your reporting
units exceeds their carrying value. To the extent you believe the
fair value
"substantially exceeds" the carrying values of your reporting units, please add
disclosure stating
such. For any reporting units that have fair values which are not
substantially in excess
of carrying values, provide information for investors to assess the
probability of future
goodwill impairment charges, including the following:
Matteo Anversa
Gentherm Incorporated
April 13, 2022
Page 2
the percentage by which fair value exceeded carrying value at
the date of the most
recent test;
the specific critical assumptions used in your fair value
determinations;
a discussion of the degree of uncertainty associated with the
assumptions; and
a description of potential events and/or changes in
circumstances that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item
303(b)(3) of Regulation S-K.
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.
You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at
202-551-
3723 with any questions.
FirstName LastNameMatteo Anversa Sincerely,
Comapany NameGentherm Incorporated
Division of
Corporation Finance
April 13, 2022 Page 2 Office of
Manufacturing
FirstName LastName