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):  February 20, 2018

 

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))

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 February 20, 2018, Gentherm Incorporated (the “Company”) publicly announced its financial results for the fourth quarter of 2017. A copy of the Company’s news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  On February 20, 2018 at 8:00 a.m. Easter Time, the Company will host a conference call to discuss fourth quarter 2017 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 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 2017 Fourth Quarter and Full Year Results

 

Company Achieves Record Quarterly and Annual Revenue

Annualized Revenue Run Rate Exceeds $1 Billion

2018 Guidance Established

 

NORTHVILLE, Michigan, February 20, 2018 /Global Newswire/ -- Gentherm (NASDAQ:THRM), the global market leader and developer of innovative thermal management technologies, today announced its financial results for the fourth quarter and full year ended December 31, 2017.

Fourth Quarter Highlights

Full Year Highlights

Gentherm President and CEO, Phil Eyler, said: “The results in the fourth quarter reflect solid growth even as market conditions remain challenging, especially in the North America automotive market.  Positive results are beginning to show as we focus on extending our business into new automotive applications such as Battery Thermal Management and Electronic Systems. We also continue to make progress in expanding our technology and innovative capabilities to the medical and industrial markets.   I am delighted to be joining

 

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Gentherm as we approach the $1 billion dollar revenue mark and, most importantly, as we plot our course for accelerated revenue and earnings growth.”

2017 Fourth Quarter Financial Review

Product revenues for the fourth quarter of 2017 grew by $20.6 million, or 8.7%, as compared with the prior-year, to $257.2 million.  The year-over-year growth was comprised of a $13.8 million increase in the automotive segment and $6.8 million increase in the industrial segment.  On a comparable basis, adjusting in both periods for acquisitions and foreign currency translation, the year-over-year increase in product revenues was 4.1%.  

Revenue growth in Automotive was driven by an $8.4 million contribution from the acquisition of Etratech, as well as higher sales in seat heaters, steering wheel heaters, automotive cables and battery thermal management, partially offset by lower sales of climate controlled seats (“CCS”).  The lower CCS revenue was mainly due to the continuing effect of the transition from the higher-priced active cool seat technology to the lower-priced heated and ventilated technology, and a 4% decrease in vehicle production in North America where the Company’s CCS business is concentrated.   The technology mix headwind is expected to abate over the course of 2018 as higher volume from new product launches for both technologies and the anticipated increase in North American vehicle production begin to offset the effect of lower prices on platforms that have switched technologies.

Revenue growth in Industrial resulted from a significant increase in the remote power generation business, partially offset by a modest contraction in the Cincinnati Sub-Zero (“CSZ”) business.  See the “Revenue by Product Category” table enclosed herein for additional detail.

Gross margin rate declined to 30.1% in the current year period, as compared with 33.2% in the prior-year period, primarily as a result of cost overruns in the CSZ business, higher fixed costs associated with increased capacity at new manufacturing facilities in Mexico and Macedonia, ramp-up costs in preparation for volume expansion in electronics and battery thermal management, and labor expense inflation at the Ukraine factory.

Net research and development expenses in the 2017 fourth quarter rose $3.5 million, or 19%, year over year as the Company continued to invest in innovation in automotive interior thermal management devices, automotive cooled storage devices, battery thermal management devices, battery management systems, advanced automotive electronics solutions, medical thermal management devices, and other potential products and related technologies.

Selling, general and administrative expenses of $33.6 million in the 2017 fourth quarter were essentially unchanged from the $33.7 million in the prior year-period.  The 2017 period included $3.8 million of Transition Expenses, $1.0 million associated with the acquisition of Etratech and $1.0 million of incremental expense related to expansion of the salesforce at CSZ.  Offsetting these year-over-year increases were a reduction in equity compensation costs of $3.4 million and $2.0 million recorded in the prior-year period related to a reorganization which was not repeated in the current year.

As described more fully in the table included below, “Reconciliation of Net Income to Adjusted EBITDA,” the Company recorded year-over-year growth in Adjusted EBITDA, excluding the Transition Expenses in the current year period.  Adjusted EBITDA comparisons are particularly valid for the current-year period as they

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negate the impact of the one-time adjustments required by the recently enacted U.S. Tax Cut and Jobs Act (the “Tax Act”) discussed below.

Income tax expense in the 2017 fourth quarter was $23.8 million, as compared with $6.3 million in the prior-year period, including $20.2 million associated with the required adjustments under the Tax Act.  While effective tax rates for corporations have been lowered under the Tax Act, the Company’s current expectation is that its full-year effective tax rate will be approximately 24% in 2018 which includes a 400 basis point increase due to the change in accounting required under Accounting Standards Update 2016-16.

During the fourth quarter, the Company incurred a net foreign currency loss of $1.2 million, which included a net realized gain of $1.2 million and a net unrealized loss of $2.4 million.  This unrealized loss was primarily the result of holding significant amounts of U.S. Dollar cash at the Company’s subsidiaries in Europe, as well as certain intercompany relationships between these European subsidiaries and the Company’s U.S.-based companies.  In the prior-year period, the Company recognized a net foreign currency gain of $7.7 million, which included a net unrealized foreign currency gain of $6.3 million also related to the Company’s cash held at its European subsidiaries and intercompany cash balances.

Earnings per share for the fourth quarter of 2017 was $(0.14) as compared with $0.71 for the prior-year period.  Adjusted earnings per share, excluding $0.55 per share of expense related to U.S. tax reform and $0.07 per share related to the Transition Expenses, as well as other items (see table herein), was $0.61.  Adjusted earnings per share in the prior-year period was $0.68.

Full Year Revenue and Earnings Per Share Discussion

During 2017, the Company achieved a $68.1 million, or 7.4%, increase in product revenues as compared with the prior year to $985.7 million.  On a comparable basis, adjusting in both periods for acquisitions and foreign currency translation adjustments, the year-over-year increase was 4.6%.  This growth was achieved despite a contraction in the U.S. automotive industry, which is a market where the Company derives 50% of its annual Automotive segment revenue.  

In the Automotive segment, 2017 full-year revenues were $879.5 million, a $32.0 million, or 3.8% increase compared to the prior year. The year-over-year growth included increases in seat heaters ($18.4 million or 6.4% growth), steering wheel heaters ($12.6 million or 25.5% growth), the acquisition of Etratech ($8.4 million), automotive cables ($6.8 million or 8% growth) and battery thermal management ($3.5 million or 53.4% growth).  Due to a continuing technology shift, CCS product revenues declined by $17.8 million, or 4.4%.

The Company’s Industrial Segment businesses also grew year over year, with 2017 revenues increasing $36.1 million, or 51.4% to $106.2 million.  Revenue from the remote power generation business rose $13.3 million, or 71.2%, due to the significant increase in shipments in the current year, as compared with the prior year when demand was impacted by weakness in the energy markets.  The CSZ business recorded a revenue increase of $22.8 million, or 44.2%, over the prior year due to 10% organic growth for the full year and the inclusion of twelve months of results as compared with nine months in the prior-year period.  

Earnings per share was $0.96, as compared with $2.09 for the prior-year period.  Adjusted earnings per share, excluding $0.55 per share of expense related to U.S. tax reform and $0.12 per share related to the Transition Expenses, as well as other items (see table herein), was $2.31.  Adjusted earnings per share in the prior-year period was $2.59.

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Guidance

With the recent transition to a new Chief Executive Officer, the Company is undertaking a detailed review of its strategic plan and opportunities to accelerate revenue and earnings growth.  The Company anticipates that, over the course of the next few months, the management team and the Company’s Board of Directors will collectively determine a new strategic plan.   In the interim, the Company provided the following guidance for 2018:

 

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.

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 13675941.

 

A simultaneous webcast of the call, as well as a presentation deck that will accompany management commentary, can be accessed on the Events page of the Investor section of Gentherm's website at www.gentherm.com/events.

 

For those unable to listen to the live broadcast, a webcast replay will also be available on the Company’s website as noted above.

 

A telephonic replay will be available at approximately 11:00 a.m. Eastern Time and will be accessible for two weeks. 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 13675941.

 

Investor Relations Contact
investors@gentherm.com
(248) 308-1702

 

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 variable temperature Climate Control Seats, TrueTherm™ cupholder and storage bins, heated

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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 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 thirteen thousand employees in facilities in the United States, Germany, Canada, China, Hungary, Japan, Korea, 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 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 or customers may develop their own products to replace the Company’s products, currency exchange rates may change unfavorably, pricing pressures from customers may increase, 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, 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 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.

 

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, 2016 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.

 

 

 

 

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 NET INCOME TO ADJUSTED EBITDA

(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

ACQUISITION TRANSACTION EXPENSES, PURCHASE ACCOUNTING IMPACTS

AND OTHER EFFECTS

(Unaudited and in thousands, except per share data)

 

 

(1) During the first quarter of 2016, we completed a legal reorganization in North America by shifting certain operations located in Canada to other subsidiaries.  Related to the reorganization we declared intercompany dividends and incurred $9.6 million in withholding taxes payable to the Canadian Revenue Agency.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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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Gentherm Inc. 2017 Fourth Quarter and Full Year Results February 20, 2018 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, additional financing requirements may not be available, new competitors may arise or customers may develop their own products to replace the Company’s products, currency exchange rates may change unfavorably, pricing pressures from customers may increase, 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, 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 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. The foregoing risks should be read in conjunction with the Company's annual report on Form 10-K for the year ended December 31, 2016 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. Use of Non-GAAP Financial Measures In evaluating its business, Gentherm Incorporated 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.

Revenue and adjusted EBITDA (1) Does not include $3.8M and $6.7M of Transition Expenses during the three month period ended December 31, 2017 and the year ended 2017, respectively. (2) Adjusted EDITDA is a non-GAAP measure, see slide 9. Full year revenue growth: 7.4% thereof 4.6% organic Fourth quarter revenue growth: 8.7% thereof 4.1% organicThree Months EndedDecember 31,Year EndedDecember 31,(In Thousands)2017201620172016Product Revenues$257,185$236,541$985,683$917,600Net Income(5,242)20,03635,22770,598Adjusted EBITDA, less CEO Transition Expense (1)(2)38,98237,075148,126146,051

Automotive 2017 Highlights Launched systems on 141 vehicle nameplates with 22 OEMs Launched record number 28 steering wheel heater solutions Launched first thermoelectric Battery Thermal Management with German OEM and NA OEM Honda NA and Bosch Global Supplier of the Year Awards Acquisition of Etratech

Automotive 2017 AWARDS Over $1.2B in new awards across 21 customers Several high-volume CCS™ platform awards GM Trucks Ford F-Series Ram Truck Expansion of Japanese OEM business with Subaru & Mazda Won first CCS content with a major luxury brand-Mercedes First major Chinese OEM awards of CCS and thermal convenience products Geely & Great Wall Won follow-on awards taking booked business to $216M for BTM™ Hyundai Santa Fe Acura MDX And more

CSZ 2017 HIGHLIGHTS Thermal test chamber for a NASA space project Launched new FilteredFlo® Pediatric Underbody Blanket Successfully passed critical design review gate with US Airforce for non-invasive warming and cooling device Launched 100V Norm-O-Temp® providing a solution for the Japanese Normothermia market Awarded CSZ WarmAir® system with St. Joseph Heath Integrated Health Care System (17 hospital system) 3-year extension with our largest customer Completed direct sales force development

GPT Regulation drives methane reduction market – ERA Grant Australian LNG market Expansion of offshore platform success to new areas 2017 HIGHLIGHTS

Adjusted Non-GAAP EPS Three Months EndedDecember,Year EndedDecember 31,2017201620172016Diluted EPS – As Reported$(0.14)$0.71$0.96$2.09Acquisition transaction expenses0.02—0.020.02Non-cash purchase accounting impacts0.090.080.300.42)Unrealized currency loss (gain)0.06(0.17)0.59(0.17)CEO transition expenses0.10—0.18—Management reorganization—0.05—0.05Tax effect of above(0.07)0.01(0.29)(0.10)US Tax Reform0.55—0.55—North American reorganization withholding tax———0.28Diluted EPS – As Adjusted$0.61$0.68$2.31$2.59

Reconciliation of Adjusted EBITDA Three Months EndedDecember 31,Year EndedDecember 31,(In Thousands)2017201620172016Net Income (loss)$(5,242)$26,036$35,227$76,598Add Back: Income tax expense23,7956,31934,02833,965 Interest expense1,2529704,8853,257) Depreciation and amortization12,2389,99344,68537,592Adjustments: Acquisition transaction expense78950789743 Unrealized currency loss (gain)2,393(6,293)21,818(6,104)Adjusted EBITDA$35,225$37,075$141,432$146,051CEO transition expenses3,757—6,694—Adjusted EBITDA less CEO transition expenses$38,982$37,075$148,126$146,051

Selected Balance Sheet Data (In Thousands)December 31, 2017September 30, 2017Cash and Cash Equivalents$103,172$147,626Total Assets883,405862,588Working Capital (less cash)186,582184,911Debt144,669145,891 Current3,4603,445 Non-Current141,209142,446Revolving LOC Availability220,697203,780Total Liquidity323,869351,406

2018 Guidance Revenue growth 8 – 10% (3 -5% organic) Gross margin 30 – 32% Adjusted EBITDA(1) approximately 15% of product revenue CAPEX approximately $50M (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.