STOCK TITAN

Record $1.5B sales but profit falls at Gentherm (NASDAQ: THRM)

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Gentherm Incorporated reported record 2025 product revenues of $1,498.6M, up 2.9% from 2024, but profitability weakened. Net income fell to $18.3M from $64.9M, and GAAP diluted EPS dropped to $0.59 from $2.06, mainly due to higher material and footprint realignment costs and other charges.

Adjusted EBITDA was $174.8M with an 11.7% margin, slightly below the prior year. Automotive Climate and Comfort Solutions drove growth, while the Medical segment was roughly flat. Operating cash flow rose to $116.8M, net leverage improved to about 0.2x, and liquidity reached $468.8M at year end.

For 2026, Gentherm guides product revenues to $1.5B–$1.6B, Adjusted EBITDA to $175M–$195M, and Adjusted Free Cash Flow to $80M–$100M, with a preliminary 2027 product revenue outlook of about $1.7B. Management also highlighted its planned combination with Modine Performance Technologies, expected to close by the end of the year.

Positive

  • None.

Negative

  • Profitability deteriorated sharply: 2025 net income fell to $18.3M from $64.9M, and GAAP diluted EPS declined to $0.59 from $2.06, as margins compressed and various restructuring, currency and other charges weighed on results.

Insights

Record sales but sharply lower earnings and modest guidance-driven growth.

Gentherm delivered record 2025 product revenue of $1.50B, yet earnings quality deteriorated. Net income dropped to $18.3M and net margin to 1.2%, reflecting higher material costs, footprint realignment expenses, currency effects and other non-recurring items.

Operationally, Automotive Climate and Comfort Solutions grew 6.8% for the year, while Medical was flat. Gross margin compressed to 24.2% from 25.2%, and Adjusted EBITDA slipped to $174.8M with an 11.7% margin, indicating cost pressures despite top-line resilience.

Leverage is low, with Net Debt of $28.2M and net leverage around 0.2x, supported by $116.8M of operating cash flow and liquidity of $468.8M. 2026 guidance of $1.5B–$1.6B product revenues and $175M–$195M Adjusted EBITDA, plus a ~$1.7B 2027 revenue outlook, frames a gradual growth path, while the planned Modine Performance Technologies combination adds strategic but execution-dependent upside.

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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): February 19, 2026

 

 

GENTHERM INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

 

 

Michigan

0-21810

95-4318554

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

28875 Cabot Drive

 

Novi, Michigan

 

48377

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (248) 348-9735

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

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 following 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 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, no par value

 

THRM

 

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


 

Item 2.02 Results of Operations and Financial Condition.

On February 19, 2026, Gentherm Incorporated (the “Company”) publicly announced its financial results for the fourth quarter and full year for 2025 and provided 2026 guidance and a preliminary revenue outlook for 2027. A copy of the Company’s news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 19, 2026 at 8:00 a.m. Eastern Time, the Company will host a conference call to discuss the fourth quarter and full year 2025 financial results and 2026 guidance.

A copy of the supplemental materials that will be used during the conference call can be accessed on the Events page of the Investors section of the Company’s website at www.gentherm.com. The content of the Company’s website is not incorporated herein by reference.

The information in Items 2.02 and 7.01 herein and the attached exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.

NO OFFER OR SOLICITATION

This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

In connection with the Proposed Transaction among Gentherm, Modine and Modine’s Performance Technologies business (“SpinCo”), the parties intend to file relevant materials with the SEC, including, among other filings, a registration statement on Form S-4 to be filed by Gentherm (the “Form S-4”) that will include a preliminary proxy statement/prospectus of Gentherm and a definitive proxy statement/prospectus of Gentherm, the latter of which will be mailed to shareholders of Gentherm, and a registration statement on Form 10 to be filed by SpinCo that will incorporate by reference certain portions of the Form S-4 and will serve as an information statement/prospectus in connection with the spin-off of SpinCo from Modine. INVESTORS AND SECURITY HOLDERS OF GENTHERM AND MODINE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy statement/prospectus (when available) and other documents filed with the SEC by Gentherm, Modine or SpinCo through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Gentherm will be available free of charge on Gentherm’s website at ir.Gentherm.com under the tab “Financial Info” and under the heading “SEC Filings.” Copies of the documents filed with the SEC by Modine and SpinCo will be available free of charge on Modine’s website at investors.Modine.com under the tab “Financials” and under the heading “SEC Filings.”

Participants in the Solicitation

Gentherm and Modine and their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies from Gentherm’s shareholders in connection with the Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of Gentherm is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 19, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 27, 2025. To the extent holdings of Gentherm’s securities by its directors or executive


 

officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Gentherm and other information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed Transaction. Information about the directors and executive officers of Modine is set forth in its Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 21, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on July 9, 2025. To the extent holdings of Modine’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at www.sec.gov and from Gentherm’s website and Modine’s website as described above.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act, and Section 21E of the Exchange Act, including statements regarding the Proposed Transaction among Gentherm, Modine and SpinCo. These forward-looking statements generally are identified by the words “believe,” “feel,” “project,” “expect,” “anticipate,” “appear,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “suggest,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the Proposed Transaction, the ability of the parties to complete the Proposed Transaction, the expected benefits of the Proposed Transaction, including future financial and operating results, anticipated strategic benefits of the Proposed Transaction, the amount and timing of synergies from the Proposed Transaction, the tax consequences of the Proposed Transaction, the terms and scope of the expected financing in connection with the Proposed Transaction, the aggregate amount of indebtedness of the combined company following the closing of the Proposed Transaction, the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are based on Gentherm’s and Modine’s current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Gentherm’s and Modine’s control. None of Gentherm, Modine, SpinCo or any of their respective directors, executive officers, advisors or representatives make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Gentherm, Modine or the combined business. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements, including developments that could have a material adverse effect on Gentherm’s and Modine’s businesses and the ability to successfully complete the Proposed Transaction and realize its benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the Proposed Transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of Gentherm may not be obtained; (2) the risk that the Proposed Transaction may not be completed on the terms or in the time frame expected by Gentherm, Modine and SpinCo, or at all; (3) unexpected costs, charges or expenses resulting from the Proposed Transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the Proposed Transaction; (5) failure to realize the anticipated benefits of the Proposed Transaction, including as a result of delay in completing the Proposed Transaction or integrating the businesses of Gentherm and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined


 

company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the Proposed Transaction; (10) the risk that shareholder litigation in connection with the Proposed Transaction or other litigation, settlements or investigations may affect the timing or occurrence of the Proposed Transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions or any volatility resulting from the imposition of and changing policies, including those policies with respect to tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the Proposed Transaction is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Modine; (16) risks related to the disruption of management time from ongoing business operations due to the pendency of the Proposed Transaction, or other effects of the pendency of the Proposed Transaction on the relationship of any of the parties to the Proposed Transaction with their employees, customers, suppliers, or other counterparties; and (17) other risk factors detailed from time to time in Gentherm’s and Modine’s reports filed with the SEC, including Gentherm’s and Modine’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the Proposed Transaction. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. None of Gentherm, Modine or SpinCo undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 99.1

Company news release dated February 19, 2026 concerning financial results and guidance

Exhibit 104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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.

 

GENTHERM INCORPORATED

 

 

 

 

By:

 

/s/ Wayne Kauffman

 

 

 

Wayne Kauffman

 

 

 

Senior Vice President, General Counsel and Secretary

Date: February 19, 2026

 

 

 

 


 

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Exhibit 99.1

Gentherm Reports 2025 Fourth Quarter and Full Year Results

 

Achieved Record Annual Revenue of $1.5 Billion

Increased Full Year Operating Cash Flow 7% Year-over-Year; Reduced Net Leverage to 0.2x

Establishes 2026 Guidance; Provides Preliminary Revenue Outlook of ~$1.7B for 2027

 

NOVI, Michigan, February 19, 2026 -- Gentherm (NASDAQ:THRM), a global market leader of innovative thermal management and pneumatic comfort technologies, today announced its financial results for the fourth quarter and full year ended December 31, 2025.

 

“We made significant progress on our long-term strategic initiatives while executing against our 2025 financial and operational plans. We are intent on transforming Gentherm. Momentum on our adjacent market initiatives continues to build, and our announced combination with Modine Performance Technologies, which is expected to close by the end of the year, will position us as a truly differentiated supplier—one with a stronger product portfolio, broader end‑market diversification, and an enhanced platform for profitable growth,” said Bill Presley, the Company's President and CEO.

 

Fourth Quarter Highlights

 

Secured Automotive New Business Awards totaling $485 million in the quarter.
Selected by a second leading global furniture brand to supply climate and comfort solutions with start of production expected in mid-2026.
Product revenues of $382.8 million increased 8.5% from $352.9 million in the prior year. Excluding the impact of foreign currency translation, product revenues increased 5.6%, with Automotive increasing 6.0% and Medical decreasing 3.9%.
Automotive Climate and Comfort Solutions revenue increased 11.1% year over year, or 8.6% excluding the impact of foreign currency translation, outperforming S&P Global’s mid-February light vehicle production report in our relevant markets by 820 basis points.
Gross margin was 23.7%, compared to 24.4% in the prior year. The decrease was primarily driven by higher material costs, including mix, as well as expenses related to our footprint realignment, partially offset by operating leverage.
Net income was $3.0 million, compared to $15.3 million in the prior year.
Adjusted EBITDA was $40.6 million, or 10.6% of revenue, compared to $41.4 million, or 11.7% of revenue, in the prior year.
GAAP diluted earnings per share was $0.10, compared to $0.49 in the prior year.
Adjusted diluted earnings per share was $0.49,compared to $0.29 in the prior year.

 

Full Year 2025 Highlights

 

Secured Automotive New Business Awards totaling $2.2 billion in the year.
Product revenues of $1,498.6 million increased 2.9% from $1,456.1 million in the prior year. Excluding the impact of foreign currency translation, product revenues increased 1.8%, with Automotive increasing 1.9% and Medical decreasing 1.3%.
Gross margin was 24.2%, compared to 25.2% in the prior year. The decrease was primarily driven by higher material costs, including mix, as well as expenses related to our footprint realignment, partially offset by operating leverage.
Net income was $18.3 million, compared to $64.9 million in the prior year.
Adjusted EBITDA was $174.8 million, or 11.7% of revenue, compared to $182.9 million, or 12.6% of revenue, in the prior year.
GAAP diluted earnings per share was $0.59, compared to $2.06 in the prior year.
Adjusted diluted earnings per share was $2.27,compared to $2.33 in the prior year.
Delivered full year cash flow from operations of $116.8 million, compared to $109.6 million in the prior year.

 

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Reduced net leverage to ~0.2x and increased liquidity to $468.8 million at year end, compared to ~0.5x and $414.1 million, respectively, at the prior year end.

 

Presley concluded, “As we begin 2026, our team is united around a clear set of strategic priorities and energized by the momentum we’ve created. We are taking bold, decisive actions that will position Gentherm for sustainable, profitable growth and create long-term shareholder value.”

 

Guidance

The Company is providing guidance for full year 2026 and a preliminary revenue outlook for 2027¹:

 

 

 

As of February 2026

2026

Product Revenues

$1.5B – $1.6B

Adjusted EBITDA

$175M – $195M

Adjusted Free Cash Flow

$80M – $100M

 

 

 

2027

Product Revenues

~$1.7B

¹2026 guidance based on tariffs currently in effect as of today, our current forecast of customer orders and expectations of near-term conditions, light vehicle production in our relevant markets decreasing at a low single digit rate for full year 2026 versus 2025, and a EUR to USD exchange rate of $1.16/Euro. Assumes an effective tax rate of ~30%. Does not reflect any impact from the planned combination with Modine Performance Technologies.

 

The Company provides various non-GAAP financial measures in this release. See “Use of Non-GAAP Measures” below for additional information, including definitions, usefulness for investors and limitations, as well as reconciliations below to the most directly comparable GAAP financial measures.

 

Conference Call

 

As previously announced, Gentherm will conduct a conference call today at 8:00 am Eastern Time to review these results. The dial-in number for the call is 1-877-407-4018 (callers in the U.S.) or +1-201-689-8471 (callers outside the U.S.). The passcode for the live call is 13758613.

 

A live webcast and one-year archived replay of the call, as well as a copy of the supplemental materials that will be used during the conference call, can be accessed on the Events page of the Investor section of Gentherm's website at www.gentherm.com.

 

A telephonic replay will be available approximately two hours after the call until 11:59 pm Eastern Time on March 5, 2026. The replay can be accessed by dialing 1-844-512-2921 (callers in the U.S.), or +1-412-317-6671 (callers outside the U.S.). The passcode for the replay is 13758613.

 

 

Investor Contact
Gregory Blanchette
investors@gentherm.com
248.308.1702

Media Contact
Melissa Fischer
media@gentherm.com 
248.289.9702


 

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About Gentherm

Gentherm (NASDAQ: THRM) is a global market leader of innovative thermal management and pneumatic comfort technologies. Automotive products include Climate Control Seats (CCS®), Climate Control Interiors (CCI™), Lumbar and Massage Comfort Solutions, and Valve Systems. Medical products include patient temperature management systems. The Company is also developing a number of new technologies and products that will help enable improvements to existing products and to create new product applications for existing and new markets. Gentherm has more than 14,000 employees in facilities across 13 countries. In 2025, the company recorded annual sales of approximately $1.5 billion and secured $2.2 billion in automotive new business awards. For more information, go to www.gentherm.com.

 

NO OFFER OR SOLICITATION

This release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

 

Additional Information and Where to Find It

In connection with the proposed transaction (the “Proposed Transaction”) among Gentherm, Modine Manufacturing Company (“Modine”) and Modine’s Performance Technologies business (“SpinCo”), the parties intend to file relevant materials with the SEC, including, among other filings, a registration statement on Form S-4 to be filed by Gentherm (the “Form S-4”) that will include a preliminary proxy statement/prospectus of Gentherm and a definitive proxy statement/prospectus of Gentherm, the latter of which will be mailed to shareholders of Gentherm, and a registration statement on Form 10 to be filed by SpinCo that will incorporate by reference certain portions of the Form S-4 and will serve as an information statement/prospectus in connection with the spin-off of SpinCo from Modine. INVESTORS AND SECURITY HOLDERS OF GENTHERM AND MODINE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GENTHERM, MODINE, SPINCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy statement/prospectus (when available) and other documents filed with the SEC by Gentherm, Modine or SpinCo through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Gentherm will be available free of charge on Gentherm’s website at ir.Gentherm.com under the tab “Financial Info” and under the heading “SEC Filings.” Copies of the documents filed with the SEC by Modine and SpinCo will be available free of charge on Modine’s website at investors.Modine.com under the tab “Financials” and under the heading “SEC Filings.”

 

Participants in the Solicitation

Gentherm and Modine and their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies from Gentherm’s shareholders in connection with the Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of Gentherm is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 19, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 27, 2025. To the extent holdings of Gentherm’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Gentherm and other


 

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information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed Transaction. Information about the directors and executive officers of Modine is set forth in its Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on May 21, 2025, and its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on July 9, 2025. To the extent holdings of Modine’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at www.sec.gov and from Gentherm’s website and Modine’s website as described above.

 

Forward-Looking Statements

Except for historical information contained herein, statements in this release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Gentherm Incorporated's goals, beliefs, plans and expectations about its prospects for the future and other future events. The forward-looking statements included in this release are made as of the date hereof or as of the date specified herein and are based on management's reasonable expectations and beliefs. In making these statements we rely on assumptions and analysis based on our experience and perception of historical trends, current conditions and expected future developments, third party information and projections from sources that management believes to be reputable, as well as other factors we consider appropriate under the circumstances. Such statements are subject to a number of important assumptions, significant risks and uncertainties (some of which are beyond our control) and other factors that may cause actual results or performance to differ materially from that described in or indicated by the forward-looking statements, including but not limited to:

 

macroeconomic, geopolitical and similar global factors in the cyclical Automotive industry;
the impact of, and our ability to mitigate the effects of, global economic and trade policies, including increases in duties, tariffs and taxation on the import or export of our products related to U.S. trade disputes;
increasing U.S. and global competition, including with non-traditional entrants;
our ability to effectively manage new product launches and research and development, and the market acceptance of such products and technologies;
the evolution and challenges of the automotive industry towards electric vehicles, autonomous vehicles and mobility on demand services, and related consumer behaviors and preferences;
our ability to convert automotive new business awards into product revenues;
the constraints in the supply chain environment, and inflationary and other cost pressures;
the production levels of our major customers and OEMs in our relevant markets and sudden fluctuations in such production levels;
our business in China, which is subject to unique operational, competitive, geopolitical, regulatory and economic risks;
the impact of our global operations, including our cost structure and global manufacturing footprint, operations within Ukraine, and foreign currency and exchange risk;
our product quality and safety and impact of product safety recalls and alleged defects in products;
our ability to attract and retain highly skilled employees and wage inflation;
a tightening labor market, labor shortages or work stoppages impacting us, our customers or our suppliers, such as recent labor strikes among certain OEMs and suppliers;
our achievement of product cost reductions to offset customer-imposed price reductions or other pricing pressures;
our ability to execute efforts to optimize our global supply chain and manufacturing footprint, including opening new facilities and transferring production;

 

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our ability to source, consummate, integrate and achieve planned benefits of strategic acquisitions, investments and, as applicable, exits;
any security breaches and other disruptions to our information technology networks and systems, as well as privacy, data security and data protection risks, including risks associated with use of artificial intelligence capabilities in our business operations;
any loss or insolvency of our key customers and OEMs, or key suppliers;
our ability to project future sales volume based on third-party information, based on which we manage our business;
the protection of our intellectual property in certain jurisdictions;
our compliance with global anti-corruption laws and regulations;
legal and regulatory proceedings and claims involving us or one of our major customers;
the extensive regulation of our patient temperature management business;
risks associated with our manufacturing processes;
the effects of climate change and regulatory and stakeholder-imposed requirements to address climate change and other sustainability issues;
our product quality and safety;
our borrowing availability under our revolving credit facility, as well as the ability to access the capital markets, to support our planned growth; and
our indebtedness and compliance with our debt covenants.

Furthermore, important factors related to the Proposed Transaction could cause actual results to differ materially from those currently anticipated, including:

 

that one or more closing conditions to the Proposed Transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of Gentherm may not be obtained;
the risk that the Proposed Transaction may not be completed on the terms or in the time frame expected by Gentherm, Modine and SpinCo, or at all;
unexpected costs, charges or expenses resulting from the Proposed Transaction;
uncertainty of the expected financial performance of the combined company following completion of the Proposed Transaction;
failure to realize the anticipated benefits of the Proposed Transaction, including as a result of delay in completing the Proposed Transaction or integrating the businesses of Gentherm and SpinCo, on the expected timeframe or at all;
the ability of the combined company to implement its business strategy;
difficulties and delays in the combined company achieving revenue and cost synergies;
inability of the combined company to retain and hire key personnel;
the occurrence of any event that could give rise to termination of the Proposed Transaction;
the risk that shareholder litigation in connection with the Proposed Transaction or other litigation, settlements or investigations may affect the timing or occurrence of the Proposed Transaction or result in significant costs of defense, indemnification and liability;
evolving legal, regulatory and tax regimes;
changes in general economic and/or industry specific conditions or any volatility resulting from the imposition of and changing policies, including those policies with respect to tariffs;
actions by third parties, including government agencies;
the risk that the anticipated tax treatment of the Proposed Transaction is not obtained;
the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Modine; and
risks related to the disruption of management time from ongoing business operations due to the pendency of the Proposed Transaction, or other effects of the pendency of the Proposed Transaction on the relationship of any of the parties to the Proposed Transaction with their employees, customers, suppliers, or other counterparties.

 

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The foregoing risks should be read in conjunction with the Company's reports filed with or furnished to the Securities and Exchange Commission (the “SEC”), including “Risk Factors,” in its most recent Annual Report on Form 10-K and subsequent SEC filings, for a discussion of these and other risks and uncertainties. In addition, with reasonable frequency, we have entered into business combinations, acquisitions, divestitures, strategic investments and other significant transactions. Such forward-looking statements do not include the potential impact of any such transactions that may be completed after the date hereof, each of which may present material risks to the Company’s future business and financial results. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time.

 

Except as required by law, the Company expressly disclaims any obligation or undertaking to update any forward-looking statements to reflect any change in its strategies or expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Use of Non-GAAP Financial Measures

In addition to the results reported in accordance with GAAP throughout this release, the Company has provided here or elsewhere information regarding: adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”); Adjusted EBITDA margin; adjusted earnings per share (“Adjusted earnings per share” or “Adjusted EPS”); Quarter-to-date Operating Cash Flow; Free Cash Flow; Adjusted Free Cash Flow; Adjusted Free Cash Flow Conversion rate; net capital expenditures (“net CAPEX”); Net Debt; liquidity; net leverage ratio (“net leverage”); revenue, segment revenue and product revenue excluding foreign currency translation and other specified gains and losses; adjusted operating expenses; Pro Forma Revenue; Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin, each a non-GAAP financial measure. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, deferred financing cost amortization, non-cash stock based compensation expenses, restructuring expenses, net, unrealized currency gain or loss and other gains and losses not reflective of the Company’s ongoing operations and related tax effects. The Company defines Adjusted EBITDA margin as Adjusted EBITDA divided by product revenues. The Company defines Adjusted EPS as earnings adjusted by restructuring expenses, net, unrealized currency gain or loss and other gains and losses not reflective of the Company’s ongoing operations and related tax effects. The Company defines Quarter-to-date Operating Cash Flow as Net cash provided by operating activities for the current period less that of the immediately preceding period. The Company defines Free Cash Flow as Net cash provided by operating activities less Purchases of property and equipment. The Company defines net CAPEX as Purchases of property and equipment less Proceeds from the sale of property and equipment. The Company defines Adjusted Free Cash Flow as Net cash provided by operating activities, excluding cash restructuring expenses, net and other gains and losses not reflective of the Company’s ongoing operations, less net CAPEX. The Company defines Adjusted Free Cash Flow Conversion rate as Adjusted Free Cash Flow divided by Adjusted EBITDA. The Company defines Net Debt as the principal amount of all Consolidated Funded Indebtedness (as defined in the Credit Agreement) less cash and cash equivalents. The Company defines liquidity as the sum of cash and cash equivalents and availability under the Company’s revolving line of credit. The Company defines Net Leverage as Net Debt divided by Adjusted EBITDA for the trailing four fiscal quarters. The Company defines revenue, segment revenue or product revenue excluding foreign currency translation and other specified gains and losses as such revenue, excluding the estimated effects of foreign currency exchange on revenue by translating actual revenue using the prior period foreign currency exchange rates and excluding the other items specified. The Company defines adjusted operating expenses as operating expenses excluding related non-cash stock based compensation, restructuring expenses, net, and other gains and losses not reflective of the Company’s ongoing operations. The Company defines Pro Forma revenue as Gentherm’s product revenues for the trailing four fiscal quarters (from the date specified), plus Modine Performance Technologies’ Net sales for the trailing four fiscal quarters (from the date specified), as reported by Modine Manufacturing Company, adjusted to reflect the latest business structure. The Company defines Pro Forma Adjusted EBITDA as Gentherm’s Adjusted EBITDA for the trailing four fiscal quarters (from the date specified), plus Modine Performance Technologies’ Adjusted EBITDA for the trailing four fiscal quarters (from the date specified), as reported by Modine Manufacturing Company, adjusted to reflect the latest


 

img17760854_0.gif

 

business structure and go-forward operational alignment. The Company defines Pro Forma Adjusted EBITDA Margin as Pro Forma Adjusted EBITDA divided by Pro Forma Revenue.

The Company’s reconciliations are included in this release or can be found in the supplemental materials on the Company’s website.

In evaluating its business, the Company considers and uses Quarter-to-date Operating Cash Flow, Free Cash Flow, Adjusted Free Cash Flow, Adjusted Free Cash Flow Conversion rate, Net Debt, Net Leverage and liquidity as supplemental measures of its liquidity and the other non-GAAP financial measures as supplemental measures of its operating performance. Management provides such non-GAAP financial measures 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 by excluding matters not indicative of the Company’s ongoing operating or liquidity results and therefore enhance the comparability of the Company's results and provide additional information for analyzing trends in the business. In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur revenues, expenses, and cash and non-cash obligations that are the same as or similar to some of the adjustments in our presentation of non-GAAP financial measures. Our presentation of non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There also can be no assurance that we will not modify the presentation of our non-GAAP financial measures in the future, and any such modification may be material. Other companies in our industry may define and calculate these non-GAAP financial measures differently than we do and those calculations may not be comparable to our metrics. These non-GAAP measures have limitations as analytical tools, and when assessing the Company's operating performance or liquidity, investors should not consider these non-GAAP measures in isolation, or as a substitute for net income, revenue or other consolidated income statement or cash flow statement data prepared in accordance with GAAP.

Non-GAAP measures referenced in this release and other public communications may include estimates of future Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Free Cash Flow, Adjusted Free Cash Flow Conversion rate, Adjusted EPS, Pro Forma Revenue, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin. The Company has not reconciled the non-GAAP forward-looking guidance included in this release to the most directly comparable GAAP measures because this cannot be done without unreasonable effort due to the variability and low visibility with respect to taxes and non-recurring items, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results.

 

 

 


 

GENTHERM INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Product revenues

 

$

382,788

 

 

$

352,914

 

 

$

1,498,602

 

 

$

1,456,124

 

Cost of sales

 

 

291,987

 

 

 

266,810

 

 

 

1,136,426

 

 

 

1,089,693

 

Gross margin

 

 

90,801

 

 

 

86,104

 

 

 

362,176

 

 

 

366,431

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Net research and development expenses

 

 

23,556

 

 

 

21,078

 

 

 

94,759

 

 

 

88,697

 

Selling, general and administrative expenses

 

 

47,605

 

 

 

38,646

 

 

 

170,045

 

 

 

155,108

 

Restructuring expenses, net

 

 

1,868

 

 

 

768

 

 

 

12,476

 

 

 

13,110

 

Loss on sale of land and building, net

 

 

 

 

 

 

 

 

2,196

 

 

 

 

Impairment of intangible assets and property and equipment

 

 

 

 

 

1,971

 

 

 

 

 

 

2,501

 

Total operating expenses

 

 

73,029

 

 

 

62,463

 

 

 

279,476

 

 

 

259,416

 

Operating income

 

 

17,772

 

 

 

23,641

 

 

 

82,700

 

 

 

107,015

 

Interest expense, net

 

 

(2,900

)

 

 

(3,344

)

 

 

(13,811

)

 

 

(15,300

)

Foreign currency (loss) gain

 

 

(1,024

)

 

 

15,812

 

 

 

(28,415

)

 

 

9,599

 

Other (loss) income

 

 

(3,515

)

 

 

(1

)

 

 

(4,639

)

 

 

951

 

Earnings before income tax

 

 

10,333

 

 

 

36,108

 

 

 

35,835

 

 

 

102,265

 

Income tax expense

 

 

7,346

 

 

 

20,787

 

 

 

17,550

 

 

 

37,318

 

Net income

 

$

2,987

 

 

$

15,321

 

 

$

18,285

 

 

$

64,947

 

Basic earnings per share

 

$

0.10

 

 

$

0.50

 

 

$

0.60

 

 

$

2.08

 

Diluted earnings per share

 

$

0.10

 

 

$

0.49

 

 

$

0.59

 

 

$

2.06

 

Weighted average number of shares – basic

 

 

30,485

 

 

 

30,912

 

 

 

30,585

 

 

 

31,293

 

Weighted average number of shares – diluted

 

 

30,939

 

 

 

31,054

 

 

 

30,933

 

 

 

31,476

 

 

 


 

GENTHERM INCORPORATED

REVENUE BY PRODUCT CATEGORY AND RECONCILIATION OF FOREIGN CURRENCY TRANSLATION IMPACT

(Dollars in thousands)

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

2025

 

 

2024 (a)

 

 

% Change

 

 

2025

 

 

2024 (a)

 

 

% Change

 

Climate Control Seats

 

$

200,866

 

 

$

189,597

 

 

 

5.9

 %

 

$

793,314

 

 

$

771,310

 

 

 

2.9

 %

Lumbar and Massage Comfort Solutions

 

 

58,540

 

 

 

46,260

 

 

 

26.5

 %

 

 

212,182

 

 

 

178,584

 

 

 

18.8

 %

Climate Control Interiors

 

 

50,337

 

 

 

45,494

 

 

 

10.6

 %

 

 

197,901

 

 

 

186,972

 

 

 

5.8

 %

Climate and Comfort Electronics

 

 

7,444

 

 

 

4,097

 

 

 

81.7

 %

 

 

29,664

 

 

 

17,363

 

 

 

70.8

 %

Automotive Climate and Comfort Solutions

 

 

317,187

 

 

 

285,448

 

 

 

11.1

 %

 

 

1,233,061

 

 

 

1,154,229

 

 

 

6.8

 %

Valve Systems

 

 

24,074

 

 

 

23,082

 

 

 

4.3

 %

 

 

96,877

 

 

 

105,056

 

 

 

(7.8

)%

Other Automotive

 

 

27,628

 

 

 

30,304

 

 

 

(8.8

)%

 

 

118,888

 

 

 

146,993

 

 

 

(19.1

)%

Subtotal Automotive segment

 

 

368,889

 

 

 

338,834

 

 

 

8.9

 %

 

 

1,448,826

 

 

 

1,406,278

 

 

 

3.0

 %

Medical segment

 

 

13,899

 

 

 

14,080

 

 

 

(1.3

)%

 

 

49,776

 

 

 

49,846

 

 

 

(0.1

)%

Total Company

 

$

382,788

 

 

$

352,914

 

 

 

8.5

 %

 

$

1,498,602

 

 

$

1,456,124

 

 

 

2.9

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation impact (b)

 

 

10,019

 

 

 

 

 

 

 

 

 

16,727

 

 

 

 

 

 

 

Total Company, excluding foreign
currency translation impact

 

$

372,769

 

 

$

352,914

 

 

 

5.6

 %

 

$

1,481,875

 

 

$

1,456,124

 

 

 

1.8

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Prior period product categories have been recast to conform with the current period presentation. See "Revenue by Product Category Historical Recast" table below for additional information.

 

(b) Foreign currency translation impacts for the three and twelve months ended December 31, 2025, respectively, were as follows: Automotive segment: $9,644 and $16,150; Medical segment: $375, and $577; Automotive Climate and Comfort Solutions: $7,295 and $11,624.

 

 

 


 

GENTHERM INCORPORATED

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

AND ADJUSTED EBITDA MARGIN

(Dollars in thousands)

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income

 

$

2,987

 

 

$

15,321

 

 

$

18,285

 

 

$

64,947

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

13,783

 

 

 

12,587

 

 

 

52,903

 

 

 

51,329

 

Income tax expense

 

 

7,346

 

 

 

20,787

 

 

 

17,550

 

 

 

37,318

 

Interest expense, net

 

 

2,900

 

 

 

3,344

 

 

 

13,811

 

 

 

15,300

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash stock based compensation

 

 

1,731

 

 

 

98

 

 

 

12,300

 

 

 

10,432

 

Restructuring expenses, net

 

 

1,868

 

 

 

768

 

 

 

12,476

 

 

 

13,110

 

Unrealized currency (gain) loss

 

 

(95

)

 

 

(16,970

)

 

 

30,254

 

 

 

(10,719

)

Merger and acquisition expenses

 

 

5,706

 

 

 

 

 

 

6,563

 

 

 

 

Leadership transition expenses

 

 

834

 

 

 

3,802

 

 

 

3,769

 

 

 

3,802

 

Loss on sale of land and building, net

 

 

 

 

 

 

 

 

2,196

 

 

 

 

Impairment of intangible assets and property and equipment

 

 

 

 

 

1,971

 

 

 

 

 

 

2,501

 

Non-automotive electronics inventory benefit

 

 

 

 

 

(103

)

 

 

 

 

 

(4,554

)

Other loss (gain) (a)

 

 

3,514

 

 

 

(231

)

 

 

4,712

 

 

 

(574

)

Adjusted EBITDA

 

$

40,574

 

 

$

41,374

 

 

$

174,819

 

 

$

182,892

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product revenues

 

$

382,788

 

 

$

352,914

 

 

$

1,498,602

 

 

$

1,456,124

 

Net income margin

 

 

0.8

%

 

 

4.3

%

 

 

1.2

%

 

 

4.5

%

Adjusted EBITDA margin

 

 

10.6

%

 

 

11.7

%

 

 

11.7

%

 

 

12.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Includes $3,647 and $4,941 of non-cash impairment charges related to our non-consolidated equity investments for the three and twelve months ended December 31, 2025.

 

 

 

 


 

GENTHERM INCORPORATED

RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME

AND ADJUSTED EARNINGS PER SHARE

(Dollars in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

 

Year Ended
December 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income

 

$

2,987

 

 

$

15,321

 

 

$

18,285

 

 

$

64,947

 

Amortization of acquisition related intangibles

 

 

1,673

 

 

 

1,572

 

 

 

6,546

 

 

 

6,369

 

Restructuring expenses, net

 

 

1,868

 

 

 

768

 

 

 

12,476

 

 

 

13,110

 

Unrealized currency (gain) loss

 

 

(95

)

 

 

(16,970

)

 

 

30,254

 

 

 

(10,719

)

Merger and acquisition expenses

 

 

5,706

 

 

 

 

 

 

6,563

 

 

 

 

Leadership transition expenses

 

 

834

 

 

 

3,802

 

 

 

3,769

 

 

 

3,802

 

Loss on sale of land and building, net

 

 

 

 

 

 

 

 

2,196

 

 

 

 

Impairment of intangible assets and property and equipment

 

 

 

 

 

1,971

 

 

 

 

 

 

2,501

 

Non-automotive electronics inventory benefit

 

 

 

 

 

(103

)

 

 

 

 

 

(4,554

)

Other loss (gain) (a)

 

 

3,513

 

 

 

(231

)

 

 

4,712

 

 

 

(574

)

Tax effect of above

 

 

(1,293

)

 

 

2,964

 

 

 

(14,716

)

 

 

(1,582

)

Adjusted net income

 

$

15,193

 

 

$

9,094

 

 

$

70,085

 

 

$

73,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

30,485

 

 

 

30,912

 

 

 

30,585

 

 

 

31,293

 

Diluted

 

 

30,939

 

 

 

31,054

 

 

 

30,933

 

 

 

31,476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share, as reported:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.10

 

 

$

0.50

 

 

$

0.60

 

 

$

2.08

 

Diluted

 

$

0.10

 

 

$

0.49

 

 

$

0.59

 

 

$

2.06

 

Adjusted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.50

 

 

$

0.29

 

 

$

2.29

 

 

$

2.34

 

Diluted

 

$

0.49

 

 

$

0.29

 

 

$

2.27

 

 

$

2.33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Includes $3,647 and $4,941 of non-cash impairment charges related to our non-consolidated equity investments for the three and twelve months ended December 31, 2025.

 

 

 

 

 


 

GENTHERM INCORPORATED

CONSOLIDATED CONDENSED BALANCE SHEETS

(Dollars in thousands, except share data)

(Unaudited)

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

160,833

 

 

$

134,134

 

Accounts receivable, net

 

 

281,083

 

 

 

258,112

 

Inventory, net

 

 

252,702

 

 

 

227,356

 

Other current assets

 

 

82,332

 

 

 

64,413

 

Total current assets

 

 

776,950

 

 

 

684,015

 

Property and equipment, net

 

 

270,614

 

 

 

252,970

 

Goodwill

 

 

108,918

 

 

 

99,603

 

Other intangible assets, net

 

 

52,796

 

 

 

57,251

 

Operating lease right-of-use assets

 

 

56,524

 

 

 

43,954

 

Deferred income tax assets

 

 

93,552

 

 

 

75,041

 

Other non-current assets

 

 

37,075

 

 

 

34,722

 

Total assets

 

$

1,396,429

 

 

$

1,247,556

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts payable

 

$

260,487

 

 

$

226,815

 

Current lease liabilities

 

 

9,646

 

 

 

7,517

 

Current maturities of long-term debt

 

 

73

 

 

 

137

 

Other current liabilities

 

 

134,104

 

 

 

105,824

 

Total current liabilities

 

 

404,310

 

 

 

340,293

 

Long-term debt, less current maturities

 

 

189,000

 

 

 

220,064

 

Non-current lease liabilities

 

 

48,105

 

 

 

37,052

 

Pension benefit obligation

 

 

3,748

 

 

 

4,017

 

Other non-current liabilities

 

 

30,943

 

 

 

29,183

 

Total liabilities

 

$

676,106

 

 

$

630,609

 

Shareholders’ equity:

 

 

 

 

 

 

Common Stock:

 

 

 

 

 

 

No par value; 55,000,000 shares authorized 30,526,231 and 30,788,639 issued and outstanding at December 31, 2025 and December 31, 2024, respectively

 

 

5,611

 

 

 

2,049

 

Paid-in capital

 

 

1,590

 

 

 

4,290

 

Accumulated other comprehensive loss

 

 

(964

)

 

 

(85,193

)

Accumulated earnings

 

 

714,086

 

 

 

695,801

 

Total shareholders’ equity

 

 

720,323

 

 

 

616,947

 

Total liabilities and shareholders’ equity

 

$

1,396,429

 

 

$

1,247,556

 

 

 


 

GENTHERM INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Operating Activities:

 

 

 

 

 

 

Net income

 

$

18,285

 

 

$

64,947

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

53,379

 

 

 

52,975

 

Deferred income taxes

 

 

(22,336

)

 

 

10,580

 

Stock based compensation

 

 

12,300

 

 

 

10,432

 

Provisions for inventory

 

 

6,815

 

 

 

6,437

 

Loss (gain) on disposition of property and equipment

 

 

3,025

 

 

 

(1,603

)

Impairment of intangible assets and property and equipment

 

 

 

 

 

2,501

 

Other non-cash items, including unrealized foreign currency loss (gain)

 

 

34,728

 

 

 

(1,156

)

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

(9,300

)

 

 

(12,077

)

Inventory

 

 

(21,629

)

 

 

(34,195

)

Other assets

 

 

(17,780

)

 

 

(44,696

)

Accounts payable

 

 

27,563

 

 

 

16,222

 

Other liabilities

 

 

31,741

 

 

 

39,279

 

Net cash provided by operating activities

 

 

116,791

 

 

 

109,646

 

Investing Activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(55,673

)

 

 

(73,314

)

Proceeds from the sale of property and equipment

 

 

3,770

 

 

 

7,862

 

Proceeds from deferred purchase price of factored receivables

 

 

745

 

 

 

12,876

 

Cost of technology investments

 

 

(1,240

)

 

 

(955

)

Net cash used in investing activities

 

 

(52,398

)

 

 

(53,531

)

Financing Activities:

 

 

 

 

 

 

Borrowings on debt

 

 

112,000

 

 

 

68,000

 

Repayments of debt

 

 

(143,149

)

 

 

(70,615

)

Proceeds from the exercise of Common Stock options

 

 

 

 

 

5,791

 

Taxes withheld and paid on employee's share-based payment awards

 

 

(1,319

)

 

 

(3,296

)

Cash paid for the repurchase of Common Stock

 

 

(10,015

)

 

 

(51,585

)

Net cash used in financing activities

 

 

(42,483

)

 

 

(51,705

)

Foreign currency effect

 

 

4,789

 

 

 

(19,949

)

Net decrease in cash and cash equivalents

 

 

26,699

 

 

 

(15,539

)

Cash and cash equivalents at beginning of period

 

 

134,134

 

 

 

149,673

 

Cash and cash equivalents at end of period

 

$

160,833

 

 

$

134,134

 

 

 


 

GENTHERM INCORPORATED

OTHER NON-GAAP RECONCILIATIONS

(Dollars in thousands)

(Unaudited)

 

 

 

Three Months Ended December 31,

 

 

Year ended December 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Total operating expenses

 

$

73,029

 

 

$

62,463

 

 

$

279,476

 

 

$

259,416

 

Restructuring expense, net

 

 

(1,868

)

 

 

(768

)

 

 

(12,476

)

 

 

(13,110

)

Non-cash stock based compensation

 

 

(1,731

)

 

 

(192

)

 

 

(11,942

)

 

 

(9,909

)

Merger and acquisition expenses

 

 

(5,706

)

 

 

 

 

 

(6,563

)

 

 

 

Leadership transition expenses

 

 

(834

)

 

 

(3,802

)

 

 

(3,769

)

 

 

(3,802

)

Loss on sale of land and building, net

 

 

 

 

 

 

 

 

(2,196

)

 

 

 

Impairment of intangible assets and property and equipment

 

 

 

 

 

(1,971

)

 

 

 

 

 

(2,501

)

Other gain (loss)

 

 

 

 

 

231

 

 

 

(70

)

 

 

(990

)

Adjusted operating expenses

 

$

62,890

 

 

$

55,961

 

 

$

242,460

 

 

$

229,104

 

 

 

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Cash and cash equivalents

 

$

160,833

 

 

$

134,134

 

Revolving line of credit availability

 

 

307,935

 

 

 

280,000

 

Total liquidity

 

$

468,768

 

 

$

414,134

 

 

 

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Current maturities of long-term debt

 

$

73

 

 

$

137

 

Long-term debt, less current maturities

 

 

189,000

 

 

 

220,064

 

Total Debt

 

 

189,073

 

 

 

220,201

 

Cash and cash equivalents

 

 

160,833

 

 

 

134,134

 

Net Debt

 

$

28,240

 

 

$

86,067

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

174,819

 

 

$

182,892

 

Net Leverage

 

 

0.2

 

 

 

0.5

 

 

 


 

GENTHERM INCORPORATED

REVENUE BY PRODUCT CATEGORY HISTORICAL RECAST

(Dollars in thousands)

(Unaudited)

Product categories have been modified, and prior-period amounts have been recast to conform with the current period presentation. Climate Control Seat (CCS®) includes CCS Heat (previously Seat Heaters), CCS Vent/CCS Active Cool (previously CCS) and CCS Neck Conditioners (previously included in Other Automotive). Climate Control Interiors (CCITM) includes CCI Steering Wheel Heat and CCI Interior Heat (previously included in Other Automotive). Other Automotive includes Automotive Cables, Battery Performance Solutions, non-automotive electronics and contract manufacturing electronics (previously classified as Electronics).

The table below shows the prior period amounts on a quarterly basis for the years 2023 and 2024 recast to conform with the current presentation:

 

 

 

2023

 

 

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

 

Full Year

 

Climate Control Seats

 

$

193,395

 

 

$

199,780

 

 

$

201,221

 

 

$

203,192

 

 

$

797,588

 

Climate Control Interiors

 

 

42,947

 

 

 

46,084

 

 

 

45,398

 

 

 

43,547

 

 

 

177,976

 

Lumbar and Massage Comfort Solutions

 

 

38,738

 

 

 

37,604

 

 

 

33,260

 

 

 

35,321

 

 

 

144,923

 

Climate and Comfort Electronics

 

 

3,539

 

 

 

2,277

 

 

 

2,842

 

 

 

4,202

 

 

 

12,860

 

Automotive Climate and Comfort Solutions

 

 

278,619

 

 

 

285,745

 

 

 

282,721

 

 

 

286,262

 

 

 

1,133,347

 

Valve Systems

 

 

26,994

 

 

 

27,692

 

 

 

27,830

 

 

 

23,746

 

 

 

106,262

 

Other Automotive

 

 

47,079

 

 

 

48,096

 

 

 

44,231

 

 

 

43,937

 

 

 

183,343

 

Subtotal Automotive segment

 

 

352,692

 

 

 

361,533

 

 

 

354,782

 

 

 

353,945

 

 

 

1,422,952

 

Medical segment

 

 

10,933

 

 

 

10,790

 

 

 

11,413

 

 

 

12,988

 

 

 

46,124

 

Total Company

 

$

363,625

 

 

$

372,323

 

 

$

366,195

 

 

$

366,933

 

 

$

1,469,076

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

 

Full Year

 

Climate Control Seats

 

$

192,049

 

 

$

199,766

 

 

$

189,898

 

 

$

189,597

 

 

$

771,310

 

Climate Control Interiors

 

 

44,398

 

 

 

47,031

 

 

 

49,283

 

 

 

46,260

 

 

 

186,972

 

Lumbar and Massage Comfort Solutions

 

 

38,251

 

 

 

45,869

 

 

 

48,970

 

 

 

45,494

 

 

 

178,584

 

Climate and Comfort Electronics

 

 

4,226

 

 

 

4,157

 

 

 

4,883

 

 

 

4,097

 

 

 

17,363

 

Automotive Climate and Comfort Solutions

 

 

278,924

 

 

 

296,823

 

 

 

293,034

 

 

 

285,448

 

 

 

1,154,229

 

Valve Systems

 

 

26,625

 

 

 

29,267

 

 

 

26,082

 

 

 

23,082

 

 

 

105,056

 

Other Automotive

 

 

39,089

 

 

 

37,912

 

 

 

39,688

 

 

 

30,304

 

 

 

146,993

 

Subtotal Automotive segment

 

 

344,638

 

 

 

364,002

 

 

 

358,804

 

 

 

338,834

 

 

 

1,406,278

 

Medical segment

 

 

11,377

 

 

 

11,681

 

 

 

12,708

 

 

 

14,080

 

 

 

49,846

 

Total Company

 

$

356,015

 

 

$

375,683

 

 

$

371,512

 

 

$

352,914

 

 

$

1,456,124

 

 

 


FAQ

How did Gentherm (THRM) perform financially in full-year 2025?

Gentherm generated record 2025 product revenues of about $1.5 billion, up 2.9% year over year. However, net income declined significantly to $18.3 million from $64.9 million, as gross margin fell to 24.2% and various restructuring, currency and other charges pressured earnings.

What were Gentherm’s key fourth quarter 2025 results?

In Q4 2025, Gentherm’s product revenues reached $382.8 million, up 8.5% from the prior year quarter. Net income was $3.0 million, versus $15.3 million a year earlier, while Adjusted EBITDA was $40.6 million, representing a 10.6% Adjusted EBITDA margin on quarterly revenues.

What guidance did Gentherm (THRM) provide for 2026 and 2027?

For 2026, Gentherm forecasts product revenues of $1.5–$1.6 billion, Adjusted EBITDA of $175–$195 million, and Adjusted Free Cash Flow of $80–$100 million. For 2027, the company offered a preliminary product revenue outlook of approximately $1.7 billion, excluding effects from the planned Modine combination.

How strong is Gentherm’s balance sheet and liquidity at year-end 2025?

At December 31, 2025, Gentherm reported cash and cash equivalents of $160.8 million and revolving credit availability of $307.9 million, for total liquidity of $468.8 million. Net Debt was about $28.2 million, resulting in a low net leverage ratio of roughly 0.2x Adjusted EBITDA.

How did Gentherm’s automotive and medical segments perform in 2025?

In 2025, Automotive segment revenues were $1,448.8 million, up 3.0%, driven by 6.8% growth in Automotive Climate and Comfort Solutions. Medical segment revenue was $49.8 million, essentially flat year over year, declining 0.1%, indicating most growth came from automotive thermal and comfort products.

What is the planned transaction between Gentherm and Modine Performance Technologies?

Gentherm references an announced combination with Modine Performance Technologies, part of Modine’s Performance Technologies business. The transaction is expected to close by the end of the year, and management believes it will create a more diversified, differentiated platform for long-term profitable growth.

How did Gentherm’s cash flow and leverage change in 2025?

Gentherm’s 2025 cash flow from operations increased to $116.8 million from $109.6 million in 2024. Net leverage improved to roughly 0.2x from about 0.5x, as Net Debt decreased to around $28.2 million, reflecting stronger cash generation and some debt reduction during the year.

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