EXHIBIT 99.1
NEWS RELEASE for August 2, 2012 at 6:00 AM ET
| Contact: | Allen & Caron Inc | |||
| Jill Bertotti (investors) | ||||
| jill@allencaron.com | ||||
| Len Hall (media) | ||||
| len@allencaron.com | ||||
| (949) 474-4300 | ||||
GENTHERM REPORTS 2012 SECOND QUARTER, SIX-MONTH RESULTS;
RECORD REVENUES FOR BOTH PERIODS
NORTHVILLE, MI (August 2, 2012) . . . Amerigon Incorporated, doing business as Gentherm (NASDAQ-GS:THRM), the global market leader and a developer of innovative thermal management technologies, today announced its financial results for the second quarter and six months ended June 30, 2012.
On May 16, 2011, Gentherm closed the previously announced acquisition of a majority interest in W.E.T. Automotive Systems AG, a publicly-traded German automotive thermal control and electronic components company. As a result, the 2011 second quarter and six-month period include operating results of W.E.T. beginning May 16, 2011.
President and CEO Daniel R. Coker said, “We are pleased with the solid performance turned in by the entire company during the second quarter. Our financial results were in line with our expectations despite the weakening of the Euro during the period, and the quarter marked an important milestone in our history as we changed our name and trading symbol to reflect the ‘new company’s’ extensive global presence and broad range of thermal technologies.”
Coker noted that the Company expects to see improvement in the last six months of the year, which for the auto industry is typically the stronger half. He also said the Company is expecting an increase in sales activity, new vehicle platforms and new projects launching throughout the rest of this year.
“The combining of the Gentherm and W.E.T. teams continues to move forward as planned through our cooperation agreements,” added Coker. “We are working well together and look forward to bringing new products to market and to increasing our penetration in the global automotive industry.”
Second Quarter Financial Highlights
Revenues for the 2012 second quarter increased to $136.2 million from $77.1 million in the prior year period. The increase in revenues primarily reflects a full three months of W.E.T. revenues in this year’s second quarter compared with just one and a half months of W.E.T. revenues in the prior year period. W.E.T. revenues include the positive effects of the first historical Gentherm
vehicle program being produced in a W.E.T. facility, which totaled $7.1 million for the 2012 second quarter. This year’s second quarter revenues were approximately 14 percent higher than the pro-forma combined results of both Gentherm and W.E.T. Had Gentherm acquired W.E.T. on January 1, 2011, pro-forma combined revenues during the 2011 second quarter would have been $119.1 million. Adding back the transferred program’s revenues, historical Gentherm product revenues would have increased $8.3 million, or 26 percent, reflecting new vehicle program launches since the end of the 2011 second quarter and expansion of certain programs into new geographic regions by customers on existing vehicles. New program launches for the Climate Control Seat™ system (CCS™) include the Ford Flex, Nissan Pathfinder, Infiniti JX, Hyundai i40 and Kia K9 Cadenza. New program launches for the heated and cooled cup holder include the Chrysler 300. Certain existing vehicle programs had higher revenue during the period as a result of Gentherm’s customer expanding the availability of the product to additional geographic regions. These vehicles include the Kia Optima which is now also offered in the China and North American markets and the Hyundai Sonata which is now also offered in the China market.
Partially offsetting higher product revenues during the 2012 second quarter is a decline related to the weakening of the Euro against the U.S. dollar which negatively impacted the Company’s Euro denominated revenues. The Euro denominated product revenue for the 2012 second quarter was €30.6 million and the average U.S. Dollar/Euro exchange rate for the quarter was 1.2835. If the average exchange rate for the quarter had been equal to the average U.S. Dollar/Euro rate for the second quarter of 2011 which was 1.4385, Gentherm would have reported incrementally higher revenue of approximately $4.7 million.
This year’s second quarter net income attributable to common shareholders was $3.7 million, or $0.13 per basic and $0.12 per diluted share. Non-cash purchase accounting impacts related to the W.E.T. acquisition totaled $1.9 million, or $0.07 per basic and $0.06 per diluted share. In addition, the 2012 second quarter results include convertible preferred stock dividends of $1.8 million, which reduced net income attributable to common shareholders by $0.06 per basic and diluted share. Adjusting for these factors, Gentherm would have reported net income attributable to common shareholders of $0.25 per basic and diluted share.
Net loss attributable to common shareholders for the second quarter of 2011 was $1.6 million, or $0.07 loss per share, which included acquisition-related fees and expenses totaling $1.4 million and debt retirement costs of $967,000.In addition, non-cash purchase accounting impacts totaling $4.3 million and convertible preferred stock dividends of $2.9 million were recorded during last year’s second quarter. Excluding these charges, Gentherm would have earned $5.4 million, or $0.24 per basic and $0.23 per diluted share, in the 2011 second quarter. The fees and expenses associated with the W.E.T. acquisition are detailed in the Acquisition Transaction Expenses, W.E.T. Purchase Accounting Impacts and Other Effects table accompanying the release.
Gross margin as a percentage of revenue for the second quarter of 2012 was 25 percent, equal to the second quarter of 2011. Margins for both Gentherm and W.E.T. improved compared with the prior year’s second quarter, and this was offset by the higher mix of W.E.T. sales for a full quarter compared with the partial quarter in 2011.
Adjusted EBITDA for the second quarter of 2012 was $17.8 million compared with Adjusted EBITDA of $14.8 million for the prior year period, and was $2.0 million higher than Adjusted EBITDA during this year’s first quarter of $15.8 million.
Historical Gentherm financial results and Adjusted EBITDA for the second quarter of 2012 (which are non-GAAP measures) are provided to help shareholders understand Gentherm’s results of operations due to the acquisition of W.E.T. These non-GAAP financial measures should be viewed in addition to, and not as an alternative for, Gentherm’s reported results prepared in accordance with GAAP.
The Company’s balance sheet as of June 30, 2012, had total cash and cash equivalents of $77.3 million, total assets of $443.8 million and shareholders’ equity of $202.4 million. Total debt was $60.4 million, and the book value of the unredeemed Series C Convertible Preferred Stock was $36.6 million as of June 30, 2012.
Year-to-Date Summary
For the first six months of 2012, revenues increased to $265.7 million from $112.9 million in the prior year period. The increase in revenues primarily reflects a full six months of W.E.T. revenues in the first half of 2012 compared with four and a half months of W.E.T. revenues in the first half of 2011. W.E.T. revenues include the positive effects of the first historical Gentherm vehicle program to be produced in a W.E.T. facility which totaled $14.1 million for the first half of 2012. Revenues for the first half of 2012 were approximately eight percent higher than the pro-forma combined results of both Gentherm and W.E.T. Had Gentherm acquired W.E.T. on January 1, 2011, pro-forma combined revenues during the first half of 2011 would have been $245.5 million.
Partially offsetting higher product revenues during the first half of 2012 is a decline related to the weakening of the Euro against the U.S. dollar which negatively impacted the Company’s Euro denominated revenues. The Euro denominated product revenue for the first half of 2012 was €63.6 million and the average U.S. Dollar/Euro exchange rate for the first half was 1.2978. If the average exchange rate for the first half of 2012 had been equal to the average U.S. Dollar/Euro rate for the first half of 2011 which was 1.4028, Gentherm would have reported incrementally higher revenue of approximately $6.7 million.
Net income attributable to common shareholders for the first half of 2012 was $6.4 million, or $0.24 per basic and $0.23 per diluted share. Non-cash purchase accounting impacts related to the W.E.T. acquisition totaled $3.9 million, or $0.14 per basic and diluted share. In addition, the 2012 first half results include convertible preferred stock dividends of $4.0 million, which reduced net income attributable to common shareholders by $0.15 per basic and $0.14 per diluted share. Adjusting for these factors, Gentherm would have reported net income attributable to common shareholders of $0.53 per basic and $0.52 per diluted share.
Net loss attributable to common shareholders for the first half of 2011 was $2.2 million, or $0.10 loss per share, which included acquisition-related one-time fees and expenses totaling $6.1 million, non-cash purchase accounting impacts totaling $4.3 million and convertible preferred stock dividends of $2.9 million. Excluding these charges, Gentherm would have earned $8.5 million, or $0.38 per basic and $0.37 per diluted share, in the first half of 2011. The fees and expenses associated with the W.E.T. acquisition are detailed in the Acquisition Transaction Expenses, W.E.T. Purchase Accounting Impacts and Other Effects table accompanying the release.
Gross margin as a percentage of revenue for the first six months of 2012 was 25 percent compared with 26 percent in the year-earlier period.
Adjusted EBITDA for the first six months of 2012 was $33.7 million compared with Adjusted EBITDA of $20.0 million for the prior year period.
Interest Expense and Revaluation of Derivatives
Interest expense for the second quarter and first half of this year was $1.0 million and $2.2 million, respectively, compared with $1.2 million for both prior year periods. Approximately $2.1 million in interest expense during the first half was related to the debt of W.E.T., and the balance resulted from financing used to fund a portion of the W.E.T. acquisition.
For this year’s second quarter and first six months, the Company recorded losses related to the revaluation of derivative financial instruments of $1.4 million and $63,000, respectively, compared with losses of $1.3 million for both periods in the prior year. The amounts include net losses from the derivatives of W.E.T. Derivative gains and losses stem from W.E.T.’s Cash Related Swap (CRS) contract and portfolio of currency derivative instruments.
Research and Development, Selling, General and Administrative Expenses
The 2012 second quarter results include a year-over-year increase in net research and development expenses of $5.3 million, reflecting a full three months of W.E.T. research and development expenses incurred in this year’s second quarter compared with one and a half months of W.E.T. expenses incurred in last year’s second quarter. Net research and development expenses for the first six months of 2012 were up $12.6 million, reflecting a full six months of W.E.T. research and development expenses incurred the first six months of this year compared with four and a half months of W.E.T. expenses incurred in the year-earlier period.
Selling, general and administrative (SG&A) expenses for this year’s second quarter and first six months increased $6.3 million and $16.9 million, respectively. This was primarily due to a full three and six months of W.E.T. expenses incurred in this year’s second quarter and first six months compared with one and a half months and four and a half months of W.E.T. expenses in the prior year periods. Increases in historical Gentherm SG&A expenses for both periods include expenses to develop a legal strategy to obtain managing control of W.E.T. and expenses related to the Sarbanes-Oxley compliance project for W.E.T. Higher general legal, audit and travel costs, as well as wages and benefits costs resulting from new employee hiring and merit increases also contributed to the increases.
Guidance
The Company expects combined revenues of Gentherm/W.E.T. in the 2012 third quarter to be moderately higher compared with the 2012 second quarter ($136.2 million) and in-line with the Company’s full year forecast. Barring unforeseen economic turbulence including worsening of the European market or unfavorable fluctuations of the Euro exchange rate, 2012 appears to be a strong year for the combined companies. Gentherm is expecting revenue growth for the full year in the range of 10 percent over the combined Gentherm/W.E.T. 2011 revenues (which were $501.2 million on a full year pro-forma basis).
Conference Call
As previously announced, Gentherm is conducting a conference call today to be broadcast live over the Internet at 10:00 AM Eastern Time to review these financial results. The dial-in number for the call is 1-877-941-2068. The live webcast and archived replay of the call can be accessed in the Events page of the Investor section of Gentherm’s website atwww.gentherm.com.
Note Regarding Use of Non-GAAP Financial Measures
Certain of the information set forth herein, including Adjusted EBITDA and historical Gentherm financial results, may be considered non-GAAP financial measures. Gentherm believes this information is useful to investors because it provides a basis for measuring Gentherm’s available capital resources, the operating performance of Gentherm’s business and Gentherm’s cash flow that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles. Gentherm’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating Gentherm’s operating performance, capital resources and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Reconciliation between net income and EBITDA is provided in the financial tables at the end of this news release.
About Gentherm
Amerigon Incorporated, doing business as 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 actively heated and cooled seat systems and cup holders, heated and ventilated seat systems, thermal storage bins, heated seat and steering wheel systems, cable systems and other electronic devices. The Company’s advanced technology team is developing more efficient materials for thermoelectrics and systems for waste heat recovery and electrical power generation for the automotive market that may have far-reaching applications for consumer products as well as industrial and technology markets. Gentherm has more than 5,000 employees in facilities in the U.S., Germany, Mexico, China, Canada, Japan, England, Korea, Malta, Hungary and the Ukraine. For more information, go towww.gentherm.com.
Certain matters discussed in this release are forward-looking statements that involve risks and uncertainties, and actual results may be different. Important factors that could cause the Company’s actual results to differ materially from its expectations in this release are risks that sales may not significantly increase, additional financing, if necessary, may not be available, new competitors may arise and adverse conditions in the automotive industry may negatively affect its results. The liquidity and trading price of its common stock may be negatively affected by these and other factors. Please also refer to Gentherm’s Securities and Exchange Commission (SEC) filings and reports, including, but not limited to, its Form 10-Q for the period ended June 30, 2012, and its Form 10-K for the year ended December 31, 2011; all of which are available free of charge on the SEC’s website at www.sec.gov. Amerigon expressly disclaims any intent or obligation to update any forward-looking statements.
TABLES FOLLOW
AMERIGON INCORPORATED
d/b/a Gentherm
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
Product revenues | $ | 136,153 | $ | 77,137 | $ | 265,679 | $ | 112,933 | ||||||||
Cost of sales | 101,940 | 57,918 | 199,017 | 83,258 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Gross margin | 34,213 | 19,219 | 66,662 | 29,675 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development | 10,577 | 4,740 | 20,778 | 7,401 | ||||||||||||
Research and development reimbursements | (665 | ) | (154 | ) | (1,107 | ) | (346 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net research and development expenses | 9,912 | 4,586 | 19,671 | 7,055 | ||||||||||||
Acquisition transaction expenses | – | 1,426 | – | 5,180 | ||||||||||||
Selling, general and administrative | 15,439 | 9,183 | 29,412 | 12,547 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total operating expenses | 25,351 | 15,195 | 49,083 | 24,782 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Operating income | 8,862 | 4,024 | 17,579 | 4,893 | ||||||||||||
Interest income (expense) | (1,048 | ) | (1,246 | ) | (2,184 | ) | (1,237 | ) | ||||||||
Debt retirement expense | – | (967 | ) | – | (967 | ) | ||||||||||
Revaluation of derivatives | (1,423 | ) | (1,269 | ) | (63 | ) | (1,269 | ) | ||||||||
Foreign currency gain | 3,289 | 1,235 | 2,778 | 1,406 | ||||||||||||
Other income | 239 | 414 | 318 | 470 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Earnings before income tax | 9,919 | 2,191 | 18,428 | 3,296 | ||||||||||||
Income tax expense | 2,911 | 1,373 | 5,155 | 3,144 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income | 7,008 | 818 | 13,273 | 152 | ||||||||||||
Loss (gain) attributable to non-controlling interest | (1,432 | ) | 523 | (2,819 | ) | 523 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Net income attributable to Amerigon, Inc. | 5,576 | 1,341 | 10,454 | 675 | ||||||||||||
Convertible preferred stock dividends | (1,840 | ) | (2,923 | ) | (4,005 | ) | (2,923 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net income (loss) attributable to common shareholders | $ | 3,736 | $ | (1,582 | ) | $ | 6,449 | $ | (2,248 | ) | ||||||
|
|
|
|
|
|
|
| |||||||||
Basic earnings (loss) per share | $ | 0.13 | $ | (0.07 | ) | $ | 0.24 | $ | (0.10 | ) | ||||||
|
|
|
|
|
|
|
| |||||||||
Diluted earnings (loss) per share | $ | 0.12 | $ | (0.07 | ) | $ | 0.23 | $ | (0.10 | ) | ||||||
|
|
|
|
|
|
|
| |||||||||
Weighted average number of shares – basic | 29,568 | 22,208 | 27,023 | 22,146 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Weighted average number of shares – diluted | 30,103 | 22,208 | 27,641 | 22,146 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
MORE-MORE-MORE
AMERIGON INCORPORATED
d/b/a Gentherm
RESULTS EXCLUDING W.E.T.
The following table presents select operations data for the period as reported, amounts for W.E.T. operations and amounts for Gentherm less the W.E.T. amounts representing the historical portion of Gentherm. These historical Gentherm financial results, which are non-GAAP measures, are provided to help shareholders understand Gentherm’s results of operations in light of the 2011 acquisition of W.E.T. These non-GAAP financial measures should be viewed in addition to, and not as an alternative for, Gentherm’s reported results prepared in accordance with GAAP.
| Three month period ended June 30, 2012 (In Thousands) | ||||||||||||
| As Reported | Less: W.E.T. | Historical Gentherm | ||||||||||
Product revenues | $ | 136,153 | $ | 103,000 | $ | 33,153 | ||||||
Cost of sales | 101,940 | 78,292 | 23,648 | |||||||||
|
|
|
|
|
| |||||||
Gross margin | 34,213 | 24,708 | 9,505 | |||||||||
Gross margin percent | 25.1% | 24.0% | 28.7% | |||||||||
Operating expenses: | ||||||||||||
Net research and development expenses | 9,912 | 7,591 | 2,321 | |||||||||
Selling, general and administrative expenses | 15,439 | 10,414 | 5,025 | |||||||||
Operating income | 8,862 | 6,703 | 2,159 | |||||||||
Earnings before income tax | 9,919 | 8,337 | 1,582 | |||||||||
| Three month period ended June 30, 2011 (In Thousands) | ||||||||||||
| As Reported | Less: W.E.T.(1) | Historical Gentherm | ||||||||||
Product revenues | $ | 77,137 | $ | 45,177 | $ | 31,960 | ||||||
Cost of sales | 57,918 | 34,840 | 23,078 | |||||||||
|
|
|
|
|
| |||||||
Gross margin | 19,219 | 10,337 | 8,882 | |||||||||
Gross margin percent | 24.9% | 22.9% | 27.8% | |||||||||
Operating expenses: | ||||||||||||
Net research and development expenses | 4,586 | 2,104 | 2,482 | |||||||||
Acquisition transaction expenses | 1,426 | - | 1,426 | |||||||||
Selling, general and administrative expenses | 9,183 | 6,073 | 3,110 | |||||||||
Operating income | 4,024 | 2,160 | 1,864 | |||||||||
Earnings before income tax | 9,919 | (724) | 2,915 | |||||||||
(1) Only represents W.E.T.’s results for the period from May 16, 2011, the acquisition date, through June 30, 2011.
MORE-MORE-MORE
AMERIGON INCORPORATED
d/b/a Gentherm
RESULTS EXCLUDING W.E.T.
The following table presents select operations data for the period as reported, amounts for W.E.T. operations and amounts for Gentherm less the W.E.T. amounts representing the historical portion of Gentherm. These historical Gentherm financial results, which are non-GAAP measures, are provided to help shareholders understand Gentherm’s results of operations in light of the 2011 acquisition of W.E.T. These non-GAAP financial measures should be viewed in addition to, and not as an alternative for, Gentherm’s reported results prepared in accordance with GAAP.
| Six month period ended June 30, 2012 (In Thousands) | ||||||||||||
| As Reported | Less: W.E.T. | Historical Amerigon | ||||||||||
Product revenues | $ | 265,679 | $ | 203,528 | $ | 62,151 | ||||||
Cost of sales | 199,017 | 154,159 | 44,858 | |||||||||
|
|
|
|
|
| |||||||
Gross margin | 66,662 | 49,369 | 17,293 | |||||||||
Gross margin percent | 25.1% | 24.3% | 27.8% | |||||||||
Operating expenses: | ||||||||||||
Net research and development expenses | 19,671 | 14,986 | 4,685 | |||||||||
Acquisition transaction expenses | - | - | - | |||||||||
Selling, general and administrative expenses | 29,412 | 20,358 | 9,054 | |||||||||
Operating income | 17,579 | 14,025 | 3,554 | |||||||||
Earnings before income tax | 18,428 | 16,126 | 2,302 | |||||||||
| Six month period ended June 30, 2011 (In Thousands) | ||||||||||||
| As Reported | Less: W.E.T.(1) | Historical Amerigon | ||||||||||
Product revenues | $ | 112,933 | $ | 45,177 | $ | 67,756 | ||||||
Cost of sales | 83,258 | 34,840 | 48,418 | |||||||||
|
|
|
|
|
| |||||||
Gross margin | 29,675 | 10,337 | 19,338 | |||||||||
Gross margin percent | 26.3% | 22.9% | 28.5% | |||||||||
Operating expenses: | ||||||||||||
Net research and development expenses | 7,055 | 2,104 | 4,951 | |||||||||
Acquisition transaction expenses | 5,180 | - | 5,180 | |||||||||
Selling, general and administrative expenses | 12,547 | 6,073 | 6,474 | |||||||||
Operating income | 4,893 | 2,160 | 2,733 | |||||||||
Earnings before income tax | 3,296 | (724) | 4,020 | |||||||||
(1) Only represents W.E.T.’s results for the period from May 16, 2011, the acquisition date, through June 30, 2011.
MORE-MORE-MORE
AMERIGON INCORPORATED
d/b/a Gentherm
RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME
(Unaudited, in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
Net income (loss) | $ | 7,008 | $ | 818 | $ | 13,273 | $ | 152 | ||||||||
Add Back: | ||||||||||||||||
Income tax expense | 2,911 | 1,373 | 5,155 | 3,144 | ||||||||||||
Interest expense (income) | 1,048 | 1,246 | 2,184 | 1,237 | ||||||||||||
Depreciation and amortization | 7,556 | 5,490 | 14,875 | 5,880 | ||||||||||||
Adjustments: | ||||||||||||||||
Acquisition transaction expense | – | 1,426 | – | 5,180 | ||||||||||||
Debt retirement expense | – | 967 | – | 967 | ||||||||||||
Unrealized currency (gain) loss | (2,116 | ) | 2,219 | (592 | ) | 2,208 | ||||||||||
Unrealized revaluation of derivatives | 1,436 | 1,269 | (1,230 | ) | 1,269 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Adjusted EBITDA | $ | 17,843 | $ | 14,808 | $ | 33,665 | $ | 20,037 | ||||||||
|
|
|
|
|
|
|
| |||||||||
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, and deferred financing cost amortization, less transaction expenses, debt retirement expenses, unrealized currency (gain) 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 (loss) 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.
MORE-MORE-MORE
AMERIGON INCORPORATED
d/b/a Gentherm
ACQUISITION TRANSACTION EXPENSES, W.E.T. PURCHASE ACCOUNTING IMPACTS AND OTHER EFFECTS
(In thousands, except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | Future Periods (estimated) | ||||||||||||||||||||||||||||||
| 2012 | 2011 | 2012 | 2011 | 2012 | 2013 | 2014 | Thereafter | |||||||||||||||||||||||||
Transaction related current expenses | ||||||||||||||||||||||||||||||||
Acquisition transaction expenses | $ | – | $ | 1,426 | $ | – | $ | 5,180 | $ | – | $ | – | $ | – | $ | – | ||||||||||||||||
Debt retirement expense | – | 967 | – | 967 | – | – | – | – | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
| – | 2,393 | – | 6,147 | – | – | – | – | |||||||||||||||||||||||||
Non-cash purchase accounting impacts | ||||||||||||||||||||||||||||||||
Customer relationships amortization | $ | 1,947 | $ | 1,052 | $ | 3,893 | $ | 1,052 | $ | 7,548 | $ | 7,548 | $ | 7,548 | $ | 46,478 | ||||||||||||||||
Technology amortization | 816 | 441 | 1,633 | 441 | 3,165 | 3,165 | 3,165 | 9,122 | ||||||||||||||||||||||||
Product development costs amortization | 525 | 122 | 1,053 | 122 | 2,042 | 2,089 | 2,089 | 1,232 | ||||||||||||||||||||||||
Order backlog amortization | – | 1,527 | – | 1,527 | – | – | – | – | ||||||||||||||||||||||||
Inventory fair value adjustment | – | 1,151 | – | 1,151 | – | – | – | – | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
| $ | 3,288 | $ | 4,293 | $ | 6,579 | $ | 4,293 | $ | 12,755 | $ | 12,802 | $ | 12,802 | $ | 56,832 | |||||||||||||||||
Tax effect | (762 | ) | (1,880 | ) | (1,524 | ) | (1,880 | ) | (2,954 | ) | (2,965 | ) | (2,965 | ) | (13,162 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Net Income effect | 2,526 | 4,806 | 5,055 | 8,560 | 9,801 | 9,837 | 9,837 | 43,670 | ||||||||||||||||||||||||
Non-controlling interest effect | (599 | ) | (782 | ) | (1,199 | ) | (782 | ) | (2,338 | ) | (2,346 | ) | (2,346 | ) | (10,415 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Net income available to shareholders effect | $ | 1,927 | $ | 4,024 | $ | 3,856 | $ | 7,778 | $ | 7,463 | $ | 7,491 | $ | 7,491 | $ | 33,255 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Earnings (loss) per share - difference | ||||||||||||||||||||||||||||||||
Basic | $ | 0.07 | $ | 0.18 | $ | 0.14 | $ | 0.35 | ||||||||||||||||||||||||
Diluted | $ | 0.06 | $ | 0.18 | $ | 0.14 | $ | 0.34 | ||||||||||||||||||||||||
Series C Preferred Stock dividend | $ | 1,840 | $ | 2,923 | $ | 4,005 | $ | 2,923 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Earnings (loss) per share - difference | ||||||||||||||||||||||||||||||||
Basic | $ | 0.06 | $ | 0.13 | $ | 0.15 | $ | 0.13 | ||||||||||||||||||||||||
Diluted | $ | 0.06 | $ | 0.13 | $ | 0.14 | $ | 0.13 | ||||||||||||||||||||||||
MORE-MORE-MORE
AMERIGON INCORATED
d/b/a Gentherm
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands, except share data)
| June 30, 2012 | December 31, 2011 | |||||||
| (unaudited) | ||||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash & cash equivalents | $ | 77,294 | $ | 23,839 | ||||
Accounts receivable, less allowance of $2,336 and $1,937, respectively | 94,342 | 82,395 | ||||||
Inventory: | ||||||||
Raw Materials | 28,812 | 29,073 | ||||||
Work in process | 2,187 | 2,497 | ||||||
Finished goods | 15,385 | 14,774 | ||||||
|
|
|
| |||||
Inventory | 46,384 | 46,344 | ||||||
Derivative financial instruments | 1,493 | 2,675 | ||||||
Deferred income tax assets | 9,283 | 12,732 | ||||||
Prepaid expenses and other assets | 16,192 | 9,685 | ||||||
|
|
|
| |||||
Total current assets | 244,988 | 177,670 | ||||||
Property and equipment, net | 46,342 | 44,794 | ||||||
Goodwill | 23,555 | 24,245 | ||||||
Other intangible assets | 97,983 | 108,481 | ||||||
Deferred financing costs | 2,029 | 2,441 | ||||||
Derivative financial instruments | 6,730 | – | ||||||
Deferred income tax assets | 12,967 | 11,402 | ||||||
Other non-current assets | 9,197 | 8,774 | ||||||
|
|
|
| |||||
Total assets | $ | 443,791 | $ | 377,807 | ||||
|
|
|
| |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 41,130 | $ | 42,533 | ||||
Accrued liabilities | 57,172 | 46,293 | ||||||
Current maturities of long-term debt | 15,091 | 14,570 | ||||||
Derivative financial instruments | 3,795 | 5,101 | ||||||
Deferred tax liabilities | – | 3,218 | ||||||
|
|
|
| |||||
Total current liabilities | 117,188 | 111,715 | ||||||
Pension benefit obligation | 3,600 | 3,872 | ||||||
Other liabilities | 1,917 | 1,862 | ||||||
Long-term debt, less current maturities | 45,358 | 61,677 | ||||||
Derivative financial instruments | 14,968 | 17,189 | ||||||
Deferred tax liabilities | 21,694 | 23,679 | ||||||
|
|
|
| |||||
Total liabilities | 204,725 | 219,994 | ||||||
Series C Convertible Preferred Stock | 36,631 | 50,098 | ||||||
Shareholders’ equity: | ||||||||
Common Stock: | ||||||||
No par value; 55,000,000 shares authorized, 29,584,041 and 23,515,571 issued and outstanding at June 30, 2012 and December 31, 2011, respectively | 165,498 | 80,502 | ||||||
Paid-in capital | 24,775 | 23,489 | ||||||
Accumulated other comprehensive income (loss) | (16,643) | (14,754) | ||||||
Accumulated deficit | (19,267) | (25,716) | ||||||
|
|
|
| |||||
Total Amerigon Incorporated shareholders’ equity | 154,363 | 63,521 | ||||||
Non-controlling interest | 48,072 | 44,194 | ||||||
|
|
|
| |||||
Total shareholders’ equity | 202,435 | 107,715 | ||||||
|
|
|
| |||||
Total liabilities and shareholders’ equity | $ | 443,791 | $ | 377,807 | ||||
|
|
|
| |||||
MORE-MORE-MORE
AMERIGON INCORPORATED
d/b/a Gentherm
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2012 | 2011 | |||||||
Operating Activities: | ||||||||
Net income | $ | 13,273 | $ | 152 | ||||
Adjustments to reconcile net income to cash provided by operating activities: | ||||||||
Depreciation and amortization | 15,402 | 6,094 | ||||||
Deferred tax provision | 1,081 | 2,286 | ||||||
Stock compensation | 517 | 631 | ||||||
Defined benefit plan expense | (207) | 69 | ||||||
Provision of doubtful accounts | (210) | — | ||||||
Loss (gain) on revaluation of financial derivatives | (1,039) | 1,269 | ||||||
Debt retirement expense | — | 967 | ||||||
Loss on equity investment | 231 | — | ||||||
Loss on sale of property, plant and equipment | 56 | — | ||||||
Excess tax benefit from equity awards | (1,068) | (2,217) | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (11,248) | (2,853) | ||||||
Inventory | 569 | 1,258 | ||||||
Prepaid expenses and other assets | (6,891) | 368 | ||||||
Accounts payable | (46) | (1,796) | ||||||
Accrued liabilities | 7,187 | 277 | ||||||
|
|
|
| |||||
Net cash provided by operating activities | 17,607 | 6,505 | ||||||
Investing Activities: | ||||||||
Purchases of derivative financial instruments | (7,787) | — | ||||||
Maturities of short-term investments | — | 9,761 | ||||||
Purchase of W.E.T. Automotive AG, net of cash acquired | — | (113,432) | ||||||
Fund restricted cash | — | (472) | ||||||
Proceeds from the sale of property, plant and equipment | 18 | — | ||||||
Purchase of property and equipment | (8,126) | (3,247) | ||||||
Loan to equity investment | (350) | — | ||||||
Patent costs | (674) | (717) | ||||||
|
|
|
| |||||
Net cash used in investing activities | (16,919) | (108,107) | ||||||
Financing Activities: | ||||||||
Distribution paid to non-controlling interest | (290) | — | ||||||
Borrowing of debt | 81 | 137,083 | ||||||
Repayments of debt | (15,403) | (98,859) | ||||||
Cash paid for financing costs | — | (4,031) | ||||||
Proceeds from the sale of Series C Convertible Preferred Stock | — | 61,941 | ||||||
Proceeds from the sale of embedded derivatives | — | 2,610 | ||||||
Excess tax benefit from equity awards | 1,068 | 2,217 | ||||||
Proceeds from public offering of common stock | 75,547 | — | ||||||
Cash paid to Series C Preferred Stock Holders | (8,776) | — | ||||||
Proceeds from sale of W.E.T. equity to non-controlling interest | 1,921 | — | ||||||
Proceeds from the exercise of Common Stock options | 340 | 927 | ||||||
|
|
|
| |||||
Net cash provided by financing activities | 54,488 | 101,888 | ||||||
|
|
|
| |||||
Foreign currency effect | (1,721) | 765 | ||||||
|
|
|
| |||||
Net increase (decrease) in cash and cash equivalents | 53,455 | 1,051 | ||||||
Cash and cash equivalents at beginning of period | 23,839 | 26,584 | ||||||
|
|
|
| |||||
Cash and cash equivalents at end of period | $ | 77,294 | $ | 27,635 | ||||
|
|
|
| |||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for taxes | $ | 4,332 | $ | 1,108 | ||||
|
|
|
| |||||
Cash paid for interest | $ | 2,146 | $ | 1,445 | ||||
|
|
|
| |||||
Supplemental disclosure of non-cash transactions: | ||||||||
Issuance of Common Stock for Series C Preferred Stock redemption | $ | 7,780 | $ | — | ||||
|
|
|
| |||||
Issuance of Common Stock for Series C Preferred Stock dividend | $ | 1,030 | $ | — | ||||
|
|
|
| |||||
Common stock issued to Board of Directors and employees | $ | 149 | $ | 606 | ||||
|
|
|
| |||||
# # # #