Note 1 – The Company and Subsequent Events

Gentherm Incorporated is a global technology and industry leader in the design, development, and manufacturing of innovative thermal management technologies. Unless the context otherwise requires, the terms “Company”, “we”, “us” and “our” used herein refer to Gentherm Incorporated and its consolidated subsidiaries. Our products provide solutions for automotive passenger comfort and convenience, battery thermal management, remote power generation, patient temperature management, environmental product testing and other consumer and industrial temperature control needs. Our automotive products can be found on the vehicles of nearly all major automotive manufacturers operating in North America, Europe and Asia. We operate in locations aligned with our major customers’ product strategies to provide locally enhanced design, integration and production capabilities and to identify future thermal technology product opportunities in both automotive and other markets. We concentrate our research on the development of new technologies and new applications from existing technologies to create product and market opportunities for a wide array of thermal management solutions.

New Strategic Plan

On June 25, 2018, Gentherm announced a new strategic plan intended to improve business performance and position the Company to deliver above-market growth and improved profitability to its shareholders. An important element of the strategy is the Fit-for-Growth initiative that focuses on purchasing excellence, rationalization of research and development activities, reducing selling, general and administrative expense, minimization or elimination of investments in non-core areas and developing a manufacturing footprint commensurate with the new plan. Non-core areas of investment under the Fit-for-Growth initiative are concentrated in the following areas of Gentherm’s industrial segment: California Advanced Research and Development, Gentherm Global Power Technologies (GPT) and Cincinnati Sub Zero’s Industrial Chamber business (CSZ-IC).

The strategy also identified several product categories the Company will exit, including furniture, aviation, battery management electronics, industrial battery packs, automotive thermoelectric generators and other non-core electronics.

Fit-for-Growth

The Fit-for-Growth cost savings initiative began in January 2018. Consultant costs associated with the initiative, some of which were incurred during the first quarter of 2018, were reported in restructuring expenses for both the three and nine-month periods ended September 30, 2018. The total amount of consultant costs incurred during the three- and nine-month periods ended September 30, 2018 was $1,332 and $2,831, respectively. We do not expect to incur additional consultant costs during the fourth quarter of 2018 from implementing Fit-for-Growth.

Gentherm recognized $3,303 and $5,040 in one-time employee termination costs in restructuring expenses pertaining to Fit-for-Growth during the three- and nine-month periods ended September 30, 2018, respectively. We expect to incur an additional $1,220 in one-time employee termination costs during the fourth quarter of 2018. Gentherm recognized $0 and $11 in contract termination costs in restructuring expenses pertaining to Fit-for-Growth during the respective three and nine-month periods ended September 30, 2018. We do not anticipate additional contract termination costs in the future from implementing Fit-for-Growth.

Advanced Research and Development Rationalization and Site Consolidation

In June 2018, Gentherm completed a sale of its battery management systems division located in Irvine, California. A loss on the sale of $1,107 was recognized in restructuring expenses during the nine-month period ended September 30, 2018.

Gentherm completed its site consolidation plan of advanced research and development operations and vacated the two leased facilities in Azusa, California. During the three- and nine-month periods ended September 30,2018, Gentherm recognized $589 and $1,024, respectively, in contract termination costs in restructuring expenses from implementing our site consolidation plan. We do not anticipate incurring additional contract termination costs associated with our advanced research and development rationalization and site consolidation initiative.

Note 1 – The Company and Subsequent Events – Continued

Gentherm recognized $157 and $1,038 in one-time employee termination costs in restructuring expenses pertaining to the site consolidation plan of advanced research and development operations during the respective three- and nine-month periods ended September 30, 2018. We do not anticipate incurring additional one-time employee termination costs associated with our advanced research and development rationalization and site consolidation initiative.

Lastly, Gentherm recognized $50 and $1,250 in restructuring expenses during the respective three- and nine-month periods ended September 30, 2018 for the disposal of long-lived assets controlled and used in Azusa, California. We do not expect to incur additional asset disposal costs from our exit from Azusa, California.

GPT and CSZ-IC

During the three-month period ended September 30, 2018, Gentherm launched a program to actively market GPT and CSZ-IC to potential buyers and initiated all other actions required to complete the divestiture plan. Gentherm incurred $125 in consultant costs in restructuring expenses to launch the sales plan and does not expect to incur additional consultant costs associated with the plan in the future. Lastly, Gentherm recognized $262 and $472 in one-time employee termination costs in restructuring expenses related to the divestiture process during the respective three- and nine-month periods ended September 30, 2018. We do not anticipate additional one-time employee termination costs in the future from the divestiture of GPT and CSZ-IC. See Note 12 to our consolidated condensed financial statements for additional information regarding the assets and liabilities classified as held for sale.

Restructuring Liability

A reconciliation of the beginning and ending restructuring liability is as follows:

	One-Time Employee Termination Benefit Costs			Contract Termination Costs			Consulting Costs				Asset Disposal Costs		Total
Nine Months Ended September 30, 2018
Balance, beginning of period	$	—		$	—		$	—		$	—		$	—
Additions, charged to costs		6,550			1,035			2,956			2,357			12,898
Payments		(5,395	)		(101	)		(2,956	)		(2,357	)		(10,809	)
Balance, end of period	$	1,155		$	934		$	—		$	—		$	2,089

The cumulative amount of restructuring expenses incurred and recognized in the automotive reporting segment during the three- and nine-month periods ended September 30, 2018 was $4,332 and $7,578, respectively. The cumulative amount of restructuring expenses incurred and recognized in the industrial reporting segment during the three- and nine-month periods ended September 30, 2018 was $1,486 and $5,320, respectively. See Note 5 to our consolidated condensed financial statements for a description of our reportable segments as well as their proportional contribution to the Company’s reported product revenues and operating income.

U.S. Tax Reform

As of December 31, 2017, the Company had not completed its accounting for the tax effects of the Tax Cuts and Jobs Act (Tax Act); however, in accordance with guidance provided by Staff Accounting Bulletin No. 118 (SAB 118), the Company made a provisional estimate of $20,153 for the effects on our existing deferred tax balances, the one-time transition tax and our indefinite reinvestment assertion regarding foreign subsidiary earnings. The measurement period begins in the reporting period that includes the Tax Act’s enactment date, which was December 22, 2017, and ends when the additional information is obtained, prepared, or analyzed to complete the accounting requirements under ASC Topic 740. The measurement periods should not extend beyond one year from the enactment date.

Note 1 – The Company and Subsequent Events – Continued

As of September 30, 2018, the Company evaluated the provisional amounts initially recorded for the year ended December 31, 2017 and recorded adjustments based on updates to the Company’s assumptions and the application of additional interpretative guidance as issued during 2018. The adjustments are primarily a result of refining the net deferred tax asset position with the completion of our 2017 U.S. income tax return and changing tax accounting methods that affected the timing of certain US tax deductions. These adjustments resulted in (i) a decrease in our existing deferred tax asset balances which resulted in an adjusted provisional income tax expense of $4,950 and (ii) a net increase to the one-time transition tax which resulted in an adjusted provisional income tax expense of $24,625. No adjustment was required to the $9,578 tax benefit included in the provision for income taxes as of December 31, 2017 to offset the one-time transition tax related to the previous deferred tax liability that existed for the undistributed foreign earnings that were not permanently reinvested. As of September 30, 2018, the total adjusted provisional income tax expense was $19,997 for the year ended December 31, 2017.

The Company will continue to evaluate the provisional amounts recorded for the year ended December 31, 2017 throughout the remainder of the measurement period.

Subsequent Events

We have evaluated subsequent events through the date that our consolidated condensed financial statements are issued. No events have taken place that meet the definition of a subsequent event requiring adjustments to or disclosures in this Form 10-Q.