Gentherm (THRM) 8-K/A Index to Financial Statements

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On May 16, 2011, we completed the previously announced acquisition (the “Acquisition”) of a majority interest in W.E.T. Automotive Systems AG, a German company (“W.E.T.”) through our wholly-owned subsidiary, Amerigon Europe GmbH. A total of 2,316,175 shares, representing 76.19 percent of the outstanding voting stock of W.E.T., were tendered to Amerigon in response to Amerigon’s offer of €40 per share. An additional 2,093 shares were tendered at the same price on May 26, 2011 pursuant to an additional acceptance period of the tender offer. The total purchase price for the Acquisition was €92.7 million, or $130.7 million, in cash plus the assumption of €36.0 million in debt obligations less €12.1 million in cash acquired.

Prior to the Acquisition, Amerigon and W.E.T. were engaged in lawsuits concerning intellectual property (“the Lawsuits”). The Lawsuits were settled upon consummation of the Acquisition.

On March 30, 2011, we and Amerigon Europe entered into a credit facility with a syndicate of banks, including Bank of America, N.A., acting as Administrative Agent, Swing Line Lender and L/C Issuer (“Bank of America”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as Sole Lead Arranger and Sole Book Manager (the “US Bank of America credit facility”) and W.E.T. and W.E.T. Automotive Systems Ltd., a Canadian corporation, entered into a credit facility with the same syndicate of banks (the “W.E.T. Bank of America credit facility”). We refer to the US Bank of America credit facility and the W.E.T. Bank of America credit facility throughout this section of the Form 8-K collectively as the “Bank of America credit facility.” We used the borrowings under the US Bank of America credit facility to partially fund the Acquisition and to fund Amerigon’s ongoing operations. W.E.T. used borrowings under the W.E.T. Bank of America credit facility to refinance a portion of the long term debt obligations of W.E.T. and to fund W.E.T.’s ongoing operations.

On March 31, 2011, we borrowed $35 million of our term loan facility and approximately $19.0 million under our revolving credit facility and Amerigon Europe borrowed up to $33 million under its term loan facility in connection with the closing of the Acquisition. These along with $70.0 million in proceeds from our sale of our Series C Convertible Preferred stock were combined with $23.3 million of our cash reserves to fund a series of Escrow accounts that were established to provide the necessary financing for the Acquisition sufficient to cover the purchase of 100% of the capital stock of W.E.T.. The tender offer resulted in our acquiring only 76.3% of W.E.T.’s capital stock. The excess amounts held in the escrow accounts totaling €35.2 million, or $49.7 million, was used to repay a portion of the US Bank of America credit facility, including, specifically, a portion of the Amerigon Europe term loan facility and a portion of the then outstanding revolving line of credit facility. Our term loan facility and Amerigon Europe’s term loan facility, both included in the US Bank of America credit facility, are subject to quarterly amortization of principal, with the remaining principal balance and any outstanding loans under the revolving credit facility to be repaid on the fifth anniversary of initial funding. Borrowings under the US Bank of America credit facility will bear interest based on the LIBOR rate plus a margin ranging from 2.50% to 3.25%. We and Amerigon Europe can also borrow at a base rate which is determined by the higher of (a) Bank of America’s prime rate, (b) Federal Funds rate plus 50 basis points, or (c) the LIBOR rate plus 100 basis points, plus a margin ranging from 1.50% to 2.25%. The margins are based on our consolidated leverage ratio (defined as the ratio of our and our subsidiaries’ total debt to EBITDA as defined in the US Bank of America credit facility and determined on a consolidated basis). The US Bank of America credit facility also provides for customary affirmative and negative covenants.

The accompanying unaudited pro forma condensed combined financial information combines the historical consolidated statements of operations of Amerigon, giving effect to the completion of the Acquisition, borrowings under the Bank of America credit facility and sale of

our Series C Convertible Preferred Stock and the application of the net proceeds there from in each case as if they occurred on January 1, 2010, for income statement purposes, and December 31, 2010, for balance sheet purposes. The unaudited pro forma information should be read in conjunction with the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information, our historical financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations, appearing on Form 10-K for the fiscal year ended December 31, 2010, and W.E.T.’s financial statements filed as exhibit 99.1 to this Form 8-K.

The Acquisition has been treated as a purchase of W.E.T. by Amerigon, with Amerigon as the acquiring entity. The unaudited pro forma condensed combined financial information will differ from our final acquisition accounting for a number of reasons, including the fact that our purchase price allocation and estimates of fair value are preliminary and subject to change when our formal valuation and other studies are finalized. The differences that will occur between the preliminary estimates and the final acquisition accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is presented for informational purposes only. It has been prepared in accordance with the regulations of the SEC and is not necessarily indicative of what our financial position or results of operations actually would have been had we completed the Acquisition at the dates indicated, nor does it purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined statement of operations does not reflect any revenue or cost savings from synergies that may be achieved with respect to the combined companies except to eliminate certain costs and expenses associated with the Lawsuits.

The historical results of operations of W.E.T. for the year ended December 31, 2010, have been prepared in accordance with International Financial Accounting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”) and reconciled to U.S. GAAP for the purpose of such presentation. We have incurred certain non-recurring expenses in connection with the Acquisition and the execution of the Bank of America credit facility. These expenses were approximately $3.7 million and $4.2 million, respectively. In addition, we have incurred fees and expenses of approximately $5.9 million in connection with the sale of the Series C Convertible Preferred Stock. The acquisition expenses are reflected in the pro forma condensed combined balance sheet as of December 31, 2010, as an adjustment to cash and equity, but are not reflected in the pro forma condensed combined statements of earnings for the year ended December 31, 2010, as they are not expected to have a continuing impact on operations.

Unaudited Pro Forma Condensed Combined Balance Sheet

	As of December 31, 2010
	Amerigon		W.E.T.		Pro Forma Adjustments				Pro Forma Consolidated
	(In Thousands)
ASSETS
Current assets:
Cash & cash equivalents	$	26,584	$	13,518	$	(8,692 (3,754 (1,422 (5,095	)  )  )  )	a b i j	$	21,139
Short-term investments		9,761		—		(9,761	)	c		—
Accounts receivable, net		18,940		49,569		—				68,509
Inventory		6,825		34,889		1,473		d		43,187
Derivative financial instruments		—		5,635		—				5,635
Deferred income tax assets		4,905		1,861		(1,002	)	h		5,764
Assets held for sale		—		9,351		—				9,351
Prepaid expenses and other assets		1,421		5,103		3,080		e		9,604
Total current assets		68,436		119,926		(25,173	)			163,189
Property and equipment, net		4,197		36,995		455		f		41,647
Goodwill		—		56,419		(56,419 41,209	)	g h		41,209
Other intangible assets		4,653		9,691		(9,691 109,807	)	g h		114,460
Deferred income tax assets		1,279		23,943		(22,026	)	h		3,196
Other non-current assets		857		908		4,102		j		5,867
Total assets	$	79,422	$	247,882	$	42,264			$	369,568
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		15,275		22,829		—				38,104
Accrued liabilities		5,872		40,577		—				46,449
Derivative financial instruments		—		2,551		—				2,551
Current maturities of long-term debt		—		8,818		4,169 (2,862 8,035	)	i i i		18,160
Pension benefit obligation		—		275		—				275
Deferred manufacturing agreement		50		—		—				50
Total current liabilities		21,197		75,050		9,342				105,589
Pension benefit obligation		688		3,724		—				4,412
Long term debt		—		42,053		37,522 (38,733 32,138	)	i i i		72,980
Derivative financial instruments		—		17,679		—				17,679
Deferred income tax liabilities		—		8,288		—				8,288
Total liabilities		21,885		146,794		40,269				208,948
Preferred stock		—		—		61,465		q		61,465
Total shareholders’ equity		57,537		100,728		(100,728 (3,754 2,610 (993	)  )  )	g b q j		55,400
Non-controlling interest		—		360		43,395		k		43,755
Total shareholders’ equity		57,537		101,088		(59,470	)			99,155
Total liabilities and shareholders’ equity	$	79,422	$	247,882	$	42,264			$	369,568

See accompanying notes to unaudited pro forma condensed combined financial information

Unaudited Pro Forma Condensed Combined Statement of Operations

	For the Year Ended December 31, 2010
	Amerigon			W.E.T.			Pro Forma Adjustments				Pro Forma Consolidated
	(In Thousands, except per share data)
Product revenues	$	112,403		$	301,267		$	(6,394	)	l	$	407,276
Cost of sales		79,664			216,672			1,473 3,929		d l		301,738
Gross margin		32,739			84,595			(11,796	)			105,538
Operating costs and expenses:
Research and development expenses		9,653			24,856			—				34,509
Selling, general and administrative expenses		10,955			35,272			(3,407 3,080	)	m e		45,900
Total operating costs and expenses		20,608			60,128			(327	)			80,409
Operating income		12,131			24,467			(11,469	)			25,129
Interest income		25			566			(25	)	n		566
Interest expense		—			(6,561	)		2,055		o		(4,506	)
Loss on revaluation of financial instruments		—			(9,073	)		—				(9,073	)
Loss from equity investment		(22	)		—			—				(22	)
Other income		145			459			—				604
Earnings before income tax		12,279			9,858			(9,439	)			12,698
Income tax expense		2,921			(1,148	)		(1,919	)	p		(146	)
Net income		9,358			11,006			(7,520	)			12,844
Income (loss) attributable to non-controlling interest		592			(196	)		(2,564	)	k		(2,168	)
Convertible preferred stock dividends		—			—			(10,392	)	r		(10,392	)
Net income attributable to common shareholders	$	9,950		$	10,810		$	(20,476	)		$	284
Basic earnings per share	$	0.46									$	0.01
Diluted earnings per share	$	0.44									$	0.01
Weighted average number of shares – basic		21,717										21,717
Weighted average number of shares – diluted		22,496						—		s		22,496

See accompanying notes to unaudited pro forma condensed combined financial information

Notes to Unaudited Pro Forma Condensed Combined Financial Information for

Amerigon and W.E.T.

(in thousands, except per share data)

Note 1 – Description of Transaction

On May 16, 2011, we completed the previously announced acquisition (the “Acquisition”) of a majority interest in W.E.T. Automotive Systems AG, a German company (“W.E.T.”) through our wholly-owned subsidiary, Amerigon Europe GmbH. A total of 2,316,175 shares, representing 76.19 percent of the outstanding voting stock of W.E.T., were tendered to Amerigon in response to Amerigon’s offer of €40 per share. An additional 2,093 shares were tendered at the same price on May 26, 2011 pursuant to an additional acceptance period of the tender offer. The total purchase price for the Acquisition was €92.7 million, or $130.7 million, in cash plus the assumption of €36.0 million in debt obligations less €12.1 million in cash acquired.

Note 2 – Basis of Presentation

The unaudited pro forma financial information has been compiled from underlying financial statements of W.E.T. prepared in accordance with IFRS in accordance with IASB, reconciled to U.S. GAAP for the purpose of such presentation (see Note 4).

The unaudited pro forma condensed combined financial information combine the historical consolidated statements of operations of Amerigon, giving effect to (a) the completion of the Acquisition, incurrence of debt under the Bank of America credit facility and sale of our Series C Convertible Preferred Stock in each case as if they occurred on January 1, 2010 for income statement purposes and December 31, 2010 for balance sheet purposes. The unaudited pro forma information should be read in conjunction with the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information, the historical financial statements of Amerigon and Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing on Form 10-K for the fiscal year ended December 31, 2010 and the financial statements of W.E.T. filed as exhibit 99.1 to this Form 8-K. The Acquisition will be treated as a purchase with Amerigon as the acquiring entity. The unaudited pro forma condensed combined financial information will differ from our final acquisition accounting for a number of reasons, including the fact that our estimates of purchase price allocation and fair value are preliminary and subject to change when our formal valuation and other studies are finalized. The differences that will occur between the preliminary estimates and the final acquisition accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is presented for informational purposes only. It has been prepared in accordance with the regulations of the SEC and is not necessarily indicative of what our financial position or results of operations actually would have been had we completed the Acquisition at the dates indicated, nor does it purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined statement of operations does not reflect any revenue or cost savings from synergies that may be achieved with respect to the combined companies except to eliminate certain costs and expenses associated with the Lawsuits.

For the pro forma condensed combined balances, the purchase price of approximately $124.2 million, net of cash acquired of $13.5 million, has been allocated to the fair values of assets and liabilities acquired as of December 31, 2010. The allocation of the purchase price is preliminary pending the completion of various analyses and the finalization of estimates. An appraisal will be performed to assist management in determining the fair value of acquired assets and liabilities, including identifiable intangible assets. The final purchase price allocation may

result in a materially different allocation than that presented in this unaudited pro forma condensed combined financial information.

Accounts receivable	$	49,569
Inventory		36,362
Derivative financial instruments		5,635
Deferred income tax assets		859
Assets held for sale		9,351
Order backlog		3,080
Prepaid expenses and other assets		5,103
Property and equipment		37,450
Customer relationships		81,686
Technology		21,961
Product development costs		6,160
Goodwill		41,209
Deferred income tax assets		1,917
Other non-current assets		908
Assumed liabilities (including non-controlling interest)		(139,678	)
Assumed debt obligations (including those to be refinanced)		(50,871	)
Net assets acquired		110,701
Cash acquired		13,518
Purchase price	$	124,219

Identifiable intangible assets.

Customer relationships, technology and product development costs will be amortized on a straight-line basis over an estimated average estimated life of 12, seven and four years, respectively.

Goodwill.

Approximately $41.2 million has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets. Goodwill will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). In the event that management determines that the value of goodwill has become impaired, an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made will be recognized.

Note 3 – Accounting Policies

We are currently reviewing W.E.T.’s accounting policies. As a result of that review it may become necessary to adjust the combined entity’s financial statements to conform to those accounting policies that are determined to be more appropriate for the combined entity. The unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Note 4 – Reconciliation of amounts for W.E.T. between IFRS and U.S. GAAP

The consolidated financial statements of W.E.T. have been prepared in accordance with IFRS as issued by the IASB which differs from U.S. GAAP in certain respects. A description of the relevant accounting principles which differ materially and the related adjustments we made to the W.E.T. amounts for purposes of preparing these unaudited pro forma condensed financial statements are as follows:

Capitalization of development costs

Under IFRS, development costs are capitalized on the balance sheet and amortized over their estimated useful life. Under U.S. GAAP these expenses are expensed as incurred. We eliminated the carrying value of development costs and the related deferred tax liability as of December 31, 2010 in the unaudited pro forma condensed combined balance sheet. We also eliminated development cost amortization expense, recorded an expense for development costs that had been capitalized and recorded a related deferred tax expense in the unaudited pro forma condensed combined statement of operations.

Reversal of Impairment Recognized in Prior Years

Under IFRS, an impairment loss for assets other than goodwill is reversed during periods subsequent to the impairment if certain conditions are met. Reversals of impairment losses are not permitted under U.S. GAAP. During 2010, W.E.T. partially reversed an impairment loss related to customer relationships that had been recorded during 2008.

These adjustments are summarized as follows:

	As of December 31, 2010						For the year ended December 31, 2010
	Other Intangible Assets			Deferred Tax Liability			Reversal of Impairment Recognized in Prior Years			Research and Development Expenses			Income Tax Expense
IFRS carrying value	€	36,488		€	13,997		€	20,065		€	19,844		€	4,187
Cumulative capitalized development costs at December 31, 2010		(9,186	)		(2,457	)		—			—			—
Development costs capitalized in 2010		—						—			2,244			(599	)
Development cost amortization during 2010		—						—			(3,364	)		898
Impairment reversal		(20,065	)		(5,351	)		(20,065	)		—			(5,351	)
U.S. GAAP carrying value	€	7,237		€	6,189		€	—		€	18,724		€	(865	)
Amount translated to US Dollars	$	9,691		$	8,288		$	—		$	24,856		$	(1,148	)

Note 5 – Pro Forma Adjustments

The following are the descriptions of the pro forma condensed combined balance sheet and statement of operations adjustments:

(a) Net change in cash relates to the use of $8,692 cash for the W.E.T. acquisition.

(b) Net change in cash relates to the transaction costs of $3,754.

(c) Net change in short-term investments relates to the liquidation and use of $9,761 for the acquisition.

(d) To record inventory at its estimated fair value.

(e) To recognize the fair value of W.E.T.’s customer order backlog on the Acquisition date.

(f) At this time there is insufficient information as to the specific nature, age and condition of W.E.T.’s property, plant and equipment to make a reasonable estimation of fair value or the corresponding adjustment to depreciation and amortization. Therefore, we have used W.E.T.’s carrying amount at the balance sheet date for these pro forma condensed combined financial statements. However, we have identified certain internally developed software used in W.E.T.’s operations that are not currently recognized in W.E.T.’s balance sheet and having an estimated fair value of $455 and an estimated useful life of two years. For each $5,000 fair value adjustment to property, plant and equipment, assuming a weighted-average useful life of 7 years, depreciation expense would change by approximately $714.

(g) To eliminate historical balances:

The adjustments reflect the elimination of W.E.T.’s goodwill, other identifiable intangible assets and equity in connection with the W.E.T. acquisition.

(h) To recognize $41,209 of goodwill, $81,686 of amortizable customer relationships, $21,961 in technology and $6,160 in product development and related current deferred tax liability of $1,002 and noncurrent deferred tax liability of $22,026 in connection with the Acquisition.

(i) The following adjustments display the debt financing completed to fund the Acquisition, net of amounts repaid. For purposes of these unaudited pro forma condensed combined financial statements, we assumed that debt financing was completed at the time the Acquisition closed.

Acquisition loans:
Term note 1 – W.E.T. acquisition	$	35,000
Term note 2 – W.E.T. tender offer		6,691
Revolving credit note		—
Total acquisition loans	$	41,691
Current portion	$	4,169
Long-term portion	$	37,522
W.E.T. Refinancing Loans:
Current portion	$	2,862
Long-term portion		38,733
Less cash used		(1,422	)
W.E.T. Term Note – Net debt refinanced	$	40,173
Current portion	$	8,035
Long-term portion	$	32,138
W.E.T. loans not refinanced:
Bank of China revolving loan	$	3,056
Capital lease obligations		6,220
Total loans not refinanced	$	9,276
Current portion	$	5,956
Long-term portion	$	3,320
Total Pro Forma debt	$	91,140
Current portion	$	18,160
Long-term portion	$	72,980

(j) To record $5,095 in deferred financing charges incurred in connection with the credit facilities incurred under our new Credit Facility and the related debt extinguishment of a portion of this amount totaling $993 related to the portion of the Amerigon Europe term facility that was repaid. The remaining balance of $4,102 will be amortized over five years. The debt extinguishment charge is not reflected in the Pro Forma Condensed Combined Statement of Operations since it is not expected to have a continuing impact on operations.

(k) Adjustment reflects the estimated fair value of the non-controlling interest in W.E.T.’s capital stock which represents 23.7% of W.E.T.’s voting shares for purposes of the unaudited pro forma condensed combined balance sheet and the allocation of W.E.T.’s net income for the year ended December 31, 2010 for purposes of the unaudited pro forma condensed statement of operations.

(l) Represents the additional amortization totaling $6,394 for customer relationships and $3,929 for technology and product development costs resulting from the Acquisition.

(m) Represents the elimination of legal costs incurred and accrued in the amount of $2,800 and $607 by W.E.T. and Amerigon, respectively, in conjunction with the lawsuits. We expect that these lawsuits will be settled with minimal additional costs upon consummation of the Acquisition.

(n) Represents the elimination of interest income earned on Amerigon’s short-term investments during 2010. We will be utilizing the majority of our cash and short-term investments in order to finance the W.E.T. acquisition.

(o) Adjustment to historical interest expense to reflect the incurrence of $81,864 of borrowings (net of amounts repaid), amortization of deferred debt issuance costs relating to such borrowings and the repayment and retirement of a portion W.E.T.’s current indebtedness.

Acquisition loans	$	41,691					$	41,691
W.E.T. Refinancing loans				$	40,173			40,173
Total new loans							$	81,864
3-month EURIBOR @ 7/15					1.00	%
3-month LIBOR @ 7/15		0.25	%
Interest rate margin per loan agreement		3.25	%		3.25	%
Effective interest rate		3.50	%		4.25	%
Expense on new debt for one year	$	1,459		$	1,707		$	3,166
Interest on W.E.T. loans not refinanced								520
Amortization of issuance costs								820
Total expense								4,506
Less historical interest expense								(6,561	)
Total interest expense adjustment							$	2,055

We did not have any borrowings outstanding during 2010 under our current line of credit facility. The LIBOR rate at July 15, 2011 was 0.25% and the EUIBOR rate at July 15, 2011 was 1.00%. An increase of 0.125% in the interest rates of our floating rate debt would increase our annual pro forma interest expense by approximately $102.

(p) For purposes of these unaudited pro forma condensed combined financial statements, we used tax rates effective in the jurisdictions to which these adjustments apply. These rates may change as we perform a complete tax analysis.

(q) On March 30, 2011, we sold 7,000 shares of our Series C Convertible Preferred Stock (“Convertible Preferred Stock”) to fund a portion of the Acquisition. The Convertible Preferred Stock carries an 8% dividend and is convertible to 4,421,984 shares of our Common Stock. Certain terms of the Convertible Preferred Stock represent embedded derivatives as follows:

Description of Embedded Derivative	Classification	Estimated Value
No acquisition redemption premium	Liability	$	700
No acquisition warrants	Liability	$	1,910

The proceeds from the offering, net of $5,925 in transaction expenses, totaled $64,075 and was allocated to the Preferred Shares and to the embedded derivatives. Upon consummation of the Acquisition, the no acquisition redemption premium and no acquisition warrants expired. The amount recorded for these derivatives resulted in a gain. This gain is reflected in the pro forma condensed combined balance sheet as of December 31, 2010 as an adjustment to total shareholders’ equity, but not reflected in the pro forma condensed combined statements of earnings for the year ended December 31, 2010, as it is not expected to have a continuing impact on operations.

(r) Represents the payment of the 8% dividend for the Convertible Preferred Stock plus the amortization of the related transaction expenses and amounts allocated to the embedded derivatives using the interest method.

8% dividend payable during the first year	$	4,988
Amortization of transaction expenses and amounts allocated to the embedded derivatives		5,404
Total	$	10,392

(s) The diluted weighted average number of shares does not reflect an adjustment for the Series C Convertible Preferred Stock because the effect of their inclusion would be anti-dilutive.