8-K

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): August 5, 2009

AMERIGON INCORPORATED

(Exact name of registrant as specified in its charter)

Michigan	0-21810	95-4318554
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

21680 Haggerty Road, Ste. 101, Northville, MI	48167
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (248) 504-0500

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 follow 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 250.13e-4(c))

Section 1. Not applicable.

Section 2. Financial Information.

Item 2.02 Results of Operations and Financial Condition

On August 5, 2009, Amerigon Incorporated (the “Company”) publicly announced its second quarter financial results for the three month period ended June 30, 2009. A copy of the Company’s news release is filed as Exhibit 99.1 to this report and is incorporated in this report by reference. The information in this Section 2, Item 2.02 and the attached exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly stated by specific reference in such filing.

Sections 3-8. Not applicable.

Section 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Company News Release dated August 5, 2009

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.

AMERIGON INCORPORATED
By:	/s/ BARRY G. STEELE
	Barry G. Steele, Chief Financial Officer

Date: August 5, 2009

Exhibit Index

99.1 Company News Release dated August 5, 2009

EX-99.1

Exhibit 99.1

Advanced Thermoelectric Solutions

NEWS RELEASE for August 5, 2009 at 6:00 AM EDT

Contact: Allen & Caron Inc Jill Bertotti (investors) jill@allencaron.com Len Hall (media) len@allencaron.com (949) 474-4300

AMERIGON REPORTS 2009 SECOND QUARTER, SIX-MONTH RESULTS

NORTHVILLE, MI (August 5, 2009) . . . Amerigon Incorporated (NASDAQ: ARGN), a leader in developing and marketing products based on advanced thermoelectric (TE) technologies, today announced results for this year’s second quarter and first six months ended June 30, 2009.

Product revenues as previously disclosed were relatively flat for the 2009 second quarter at $10.7 million, compared with $10.2 million for the 2009 first quarter. Year-over-year, this compares with $16.8 million for the second quarter of last year. The decline in product revenue was due to lower sales of existing vehicles offering the Company’s Climate Control Seat^® (CCS^®) system, partially offset by higher sales from the introduction of a number of new vehicle models offering CCS subsequent to last year’s second quarter. The lower sales of existing vehicles reflected a significant decline in the overall automotive market.

Automotive sales volumes, impacted by the decline in worldwide economic activity and the limited availability of consumer credit, were significantly lower during this year’s second quarter compared with the year-earlier period. In North America, one of the Company’s most important markets, the Seasonally Adjusted Annual Rate (“SAAR”) for vehicle sales decreased 32 percent to 9.6 million from 14.1 million during the second quarter of 2008. Vehicle production levels have been reduced accordingly.

President and Chief Executive Officer Daniel R. Coker said the acceptance of the CCS system by the automotive industry and car buyers remains strong. Even though automotive sales volumes are down dramatically due to the global recession, Amerigon continues to add new vehicles offering its heated and cooled and heated and ventilated seat systems and consumer take rates of those systems remain strong.

“While we expected similar results in the second quarter sequentially from the first due to customer production levels, we are more optimistic about the second half of the year,” said President and Chief Executive Officer Daniel R. Coker. “Despite the current turmoil in the global automotive industry, we continue to make significant progress. We are very excited about working with Kia, a very well respected brand known throughout the world. And we believe our new venture in the automotive aftermarket is the start of a very successful partnership. Overall, our objective is to continue to enter new markets that will diversify us from automotive seats and, ultimately, to emerge as a stronger company as the economy recovers.”

Gross margin as a percentage of revenue for the 2009 second quarter was 24 percent compared with 31 percent in the 2008 second quarter. The year-over-year decrease was primarily attributable to higher raw material costs, especially Tellurium, a key component of CCS, a change in the mix of products sold toward programs having a lower gross margin percentage, and lower coverage of fixed cost at the lower volume levels. Net loss for second quarter 2009 was $869,000, or $0.04 loss per share, compared with net income in last year’s second quarter of $1.3 million, or $0.06 per share.

For the first six months of 2009, revenues were $20.9 million, compared with $34.2 million for the year-earlier period. Gross margin as a percentage of revenue for this year’s first six months was 24 percent compared with 32 percent in the first six months of last year. For the first six months of 2009, net loss was $1.8 million, or $0.08 loss per share, compared to net income of $2.6 million, or $0.12 per share for the prior year period.

The highlights of the 2009 second quarter included the introduction of several new vehicle models featuring Amerigon’s seat systems, including the first ever Kia vehicles, and the launch of the Amerigon heated and cooled and heated and ventilated seat systems in the automotive aftermarket in partnership with Austin, TX-based Classic Soft Trim. CCS is currently offered as an optional feature on 41 automobile models produced by Ford, General Motors, Toyota, Nissan, Honda and Hyundai. Tata Motors features CCS on its Jaguar and Land Rover luxury vehicles which it acquired from Ford in 2008.

The Company’s balance sheet as of June 30, 2009 remained strong with cash and cash equivalents totaling $26.2 million, total assets of $53.7 million, no bank debt and shareholders’ equity of $44.9 million.

Coker added that Amerigon’s proprietary TE technology continues to show potential for product development outside the automotive industry. Based on research and development performed by its BSST subsidiary, Amerigon is pursuing heating and cooling applications in such markets as consumer goods, computers, commercial heating and air conditioning, and the military. The Company, along with several commercial and academic partners, is also focused on the recovery of waste heat to generate electricity.

“In the near term, the majority of our revenue will continue to come from the automotive industry but we are more confident than ever that our future lies in a much broader, diverse product line,” Coker said. “Our work with present and potential commercial partners demonstrates that there are major markets that are very conducive to the potential of our thermoelectric technology.”

New vehicles equipped with CCS and launched since the end of the second quarter 2008 included the Lincoln MKT, Ford F150 Pickup, Chevrolet Suburban, Chevrolet Tahoe, Chevrolet Avalanche, GMC Yukon, GMC Yukon XL, GMC Yukon Denali, GMC Sierra Pickup, Jaguar XK, Toyota Crown Majesta and Infiniti G Convertible. One program, the Nissan Maxima, launched during 2008 had higher revenue in 2009 due to the impact of full quarter shipments.

Unit shipments of CCS systems for the 2009 second quarter and first six months were 154,000 and 297,000, respectively, compared with 253,000 and 506,000 units for the respective year-earlier periods, again due largely to a significant decline in the overall automotive market.

This year’s second quarter and six-month results include year-over-year increases in net research and development expenses of $77,000 and $233,000, respectively, due to increased research activities associated with the Company’s advanced TE program partially offset by lower costs to

support a smaller number of new vehicle programs to be launched during 2009 compared to 2008. The increase in research and development expenses in the advanced TE program is associated with a recent breakthrough in the development of significantly more efficient TE materials.

Coker said, “We remain very excited about the long term future of Amerigon and the potential of our proprietary thermoelectric technology. The global focus on energy efficiencies, on electric, plug-in and hybrid vehicles, and a more environmentally friendly approach by business in general works in tandem with our own internal efforts and strategic focus. It is our intent to establish new products and new markets and prepare to expand in the future as the global economy recovers.”

Guidance

Due to the most recent news in the marketplace with respect to customer production levels, the Company expects revenues to increase 30 to 40 percent for the third quarter compared with the 2009 first and second quarters. The current uncertainty in the global automotive market and the resulting lack of visibility make it difficult for Amerigon to provide meaningful fourth quarter and, therefore, full-year financial guidance for 2009.

Conference Call

As previously announced, Amerigon is conducting a conference call today to be broadcast live over the Internet at 11:30 AM Eastern Time to review the financial results for the second quarter and six months ended June 30, 2009. The dial-in number for the call is 1-877-941-1469. The live webcast and archived replay of the call can be accessed in the Events page of the Investor section of Amerigon’s website at www.amerigon.com.

About Amerigon

Amerigon (NASDAQ: ARGN) develops products based on its advanced, proprietary, efficient thermoelectric (TE) technologies for a wide range of global markets and heating and cooling applications. The Company’s current principal product is its proprietary Climate Control Seat^® (CCS^®) system, a solid-state, TE-based system that permits drivers and passengers of vehicles to individually and actively control the heating and cooling of their respective seats to ensure maximum year-round comfort. CCS, which is the only system of its type on the market today, uses no CFCs or other environmentally sensitive coolants. Amerigon maintains sales and technical support centers in Southern California, Detroit, Japan, Germany, England and Korea.

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 Amerigon’s Securities and Exchange Commission filings and reports, including, but not limited to, its Form 10-Q for the period ended June 30, 2009, and its Form 10-K for the year ended December 31, 2008.

TABLES FOLLOW

AMERIGON REPORTS 2009 SECOND QUARTER, SIX-MONTH RESULTS

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AMERIGON INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Product revenues	$	10,715		$	16,796		$	20,885		$	34,156
Cost of sales		8,184			11,517			15,936			23,318
Gross margin		2,531			5,279			4,949			10,838
Operating expenses:
Research and development		1,919			2,183			4,338			4,582
Research and development reimbursements		(345	)		(686	)		(1,018	)		(1,495	)
Net research and development expenses		1,574			1,497			3,320			3,087
Selling, general and administrative		2,166			2,032			4,315			4,159
Total operating expenses		3,740			3,529			7,635			7,246
Operating income (loss)		(1,209	)		1,750			(2,686	)		3,592
Interest income		4			218			26			515
Other income		45			35			97			87
Earnings (loss) before income tax		(1,160	)		2,003			(2,563	)		4,194
Income tax expense (benefit)		(291	)		749			(758	)		1,569
Net income (loss)	$	(869	)	$	1,254		$	(1,805	)	$	2,625
Basic earnings (loss) per share	$	(0.04	)	$	0.06		$	(0.08	)	$	0.12
Diluted earnings (loss) per share	$	(0.04	)	$	0.06		$	(0.08	)	$	0.12
Weighted average number of shares – basic		21,420			22,140			21,327			22,072
Weighted average number of shares – diluted		21,420			22,710			21,327			22,759

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AMERIGON REPORTS 2009 SECOND QUARTER, SIX-MONTH RESULTS

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AMERIGON INCORPORATED

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except share data)

	June 30, 2009			December 31, 2008
	(unaudited)
ASSETS
Current Assets:
Cash & cash equivalents	$	26,167		$	25,303
Accounts receivable, less allowance of $261 and $318, respectively		6,807			8,292
Inventory:
Raw materials		140			189
Finished goods		3,337			2,452
Inventory		3,477			2,641
Deferred income tax assets		956			986
Prepaid expenses and other assets		511			417
Total current assets		37,918			37,639
Property and equipment, net		3,934			4,274
Patent costs, net of accumulated amortization of $392 and $298, respectively		3,522			3,156
Deferred income tax assets		8,141			7,334
Other non-current assets		195			196
Total assets	$	53,710		$	52,599
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	5,381		$	3,872
Accrued liabilities		2,835			3,096
Deferred manufacturing agreement – current portion		200			200
Total current liabilities		8,416			7,168
Pension Benefit Obligation		236			142
Deferred manufacturing agreement – long-term portion		150			250
Total liabilities		8,802			7,560
Shareholders’ equity:
Common Stock:
No par value; 30,000,000 shares authorized, 21,467,492 and 21,205,492 issued and outstanding at June 30, 2009 and December 31, 2008, respectively		61,822			60,727
Paid-in capital		23,327			22,720
Accumulated other comprehensive income – foreign currency		69			97
Accumulated deficit		(40,310	)		(38,505	)
Total shareholders’ equity		44,908			45,039
Total liabilities and shareholders’ equity	$	53,710		$	52,599

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AMERIGON REPORTS 2009 SECOND QUARTER, SIX-MONTH RESULTS

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AMERIGON INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	Six Months Ended June 30,
	2009			2008
Operating Activities:
Net income (loss)	$	(1,805	)	$	2,625
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization		704			625
Deferred tax provision (benefit)		(777	)		1,431
Stock option compensation		607			435
Defined benefit plan expense		95			–
Loss on disposal of property and equipment		–			10
Changes in operating assets and liabilities:
Accounts receivable		1,485			389
Inventory		(836	)		(2,617	)
Prepaid expenses and other assets		(94	)		16
Accounts payable		1,508			(401	)
Accrued liabilities		37			(413	)
Net cash provided by operating activities		924			2,100
Investing Activities:
Purchases of investments		–			(3,100	)
Sales and maturities of investments		–			14,000
Purchase of property and equipment		(369	)		(1,247	)
Patent costs		(459	)		(261	)
Net cash (used in) provided by investing activities		(828	)		9,392
Financing Activities:
Proceeds from the exercise of Common Stock options		796			940
Net cash provided by financing activities		796			940
Foreign currency effect		(28	)		7
Net increase in cash and cash equivalents		864			12,439
Cash and cash equivalents at beginning of period		25,303			1,170
Cash and cash equivalents at end of period	$	26,167		$	13,609
Supplemental disclosure of cash flow information:
Cash paid for taxes	$	298		$	172
Supplemental disclosure of non-cash transactions:
Issuance of Common Stock under the 2006 Equity Incentive Plan	$	299		$	344

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