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THRM > SEC Filings for THRM > Form 10-Q on 9-May-2013All Recent SEC Filings

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Form 10-Q for GENTHERM INC


Quarterly Report



Gentherm Incorporated designs, develops, manufactures and markets proprietary thermal seat comfort systems and cable systems for sale to automobile and truck original equipment manufacturers ("OEMs"). The Company's current reportable segments are Climate Controlled Seats ("CCS), Advanced Technology and W.E.T. CCS represents historical Gentherm's seat climate control systems, which are designed to improve the temperature comfort of automobile passengers. The CCS segment includes sales of our heated and cooled cup holder and heated and cooled mattress, both of which utilize our proprietary thermoelectric device ("TED") technology.

Advanced Technology represents a division of the Company engaged in research and development efforts to improve the efficiency of TEDs and to develop, market and distribute products based on this technology.

W.E.T., a German publicly traded company based in Odelzhausen, Germany, is a subsidiary of Gentherm. W.E.T.'s primary product categories include automotive seat comfort systems and specialized automotive cable systems. The automotive seat comfort systems category includes automotive seat heaters, climate comfort systems (similar to Gentherm's climate controlled seat technology) for automotive seats, automotive steering wheel heater systems and integrated electronic components. The specialized automotive cable systems category includes ready-made wire harnesses and related wiring products.

On February 22, 2013, historical Gentherm acquired 442,253 shares in W.E.T., representing approximately 14% of the total outstanding shares in W.E.T., through a transaction agreement with W.E.T.'s largest minority shareholder. The Company paid 3,300,000 shares of Gentherm common stock and cash of 5,408,000 or $7,247,000 for these shares. As of May 7, 2013, we have acquired an additional 308,400 shares in W.E.T., pushing our total ownership interest in W.E.T. above 99%. These additional shares were purchased at a price 85 per share for a total of 26,214,000 or $35,127,000. Gentherm borrowed an additional $40,441,000 from the US Bank of America credit facility in connection with the purchase of these shares. See Note 6 for additional information about the US Bank of America credit facility.

On February 22, 2013, the Company registered a Domination and Profit and Loss Transfer Agreement ("DPLTA") in Germany with respect to W.E.T. The DPLTA essentially allows historical Gentherm and W.E.T. to be managed as one operational entity.

Management is currently in the process of developing new segments based on future integration plans for W.E.T. and new global strategy.

First Quarter 2013 Compared with First Quarter 2012

The following table presents segment information about the reported product revenues and operating income of the Company for the three month period ended March 31, 2013 and 2012. With the exception of goodwill, asset information by segment is not reported since the Company does not manage assets at a segment level at this time. Goodwill as of March 31, 2013 and 2012 pertained entirely to our W.E.T. segment.

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